Undertaking by Transferee (To be executed on Rs.300/- Non ...

<strong>Undertaking</strong> <strong>by</strong> <strong>Transferee</strong>(<strong>To</strong> <strong>be</strong> <strong>executed</strong> on Rs.300/- Non Judicial Stamp Paper)This <strong>Undertaking</strong> made on this __ day of __________, 200 <strong>by</strong>Mr./Ms/M/S. __________________ resident of ___________________ (givecomplete details of <strong>Transferee</strong>)(hereinafter called the “<strong>Transferee</strong> ”, which shall<strong>be</strong> deemed to include his/her heirs, successors and legal representatives) in favourof National Spot Exchange Limited , having its Registered office at 102A, Landmark,Suren Road, Chakala, Andheri(East), Mumbai-400 093 India (hereinafter called the“NSEL”, which shall include it’s affiliates, successors and assigns).WHEREAS:<strong>Transferee</strong> is desirous of acquiring mem<strong>be</strong>rship rights of NSEL from , the Transferorherein. The Transferor has decided to transfer his/her/ their Mem<strong>be</strong>rship right ofNSEL to the <strong>Transferee</strong> subject to approval of NSEL and pursuant to the provisions ofBye-Laws, Rules, Business Rules including Circulars and instructions issued <strong>by</strong> NSELfrom time to time.NOW THEREFORE, in consideration of and as a condition precedent for NSELpermitting of the Transfer of mem<strong>be</strong>rship, the <strong>Transferee</strong> undertakes as follows:1. The <strong>Transferee</strong> undertakes that he / it will not commit any breach of theprovisions of Bye- Laws, Rules, Business Rules of the Exchange includingany circular, order, direction, notice, instruction issued <strong>by</strong> NSEL from time totime;2. The <strong>Transferee</strong> undertakes that he/it will maintain and preserve suchinformation, records, books and documents received from the Transferor fora minimum period of 3 years or such other period as may <strong>be</strong> required <strong>by</strong>NSEL or any other authority;3. The <strong>Transferee</strong> undertakes to produce the above said documents , if any , asand when required <strong>by</strong> NSEL for inspection and give access to all records,books, information, documents, etc. in the form as may <strong>be</strong> required <strong>by</strong> NSELor any other statutory authority;4. The <strong>Transferee</strong> undertakes that he/She/it has received all the documents,registers, records from the Transferor pertaining to the mem<strong>be</strong>rship undertransfer and further undertakes to obtain necessary no objection from theexisting clients of the Transferor to continue to deal with them as his/her/its clients;5. The <strong>Transferee</strong> further undertakes that “Know Your Client” (KYC)requirement of the existing client of the Transferor will <strong>be</strong> fully completed/updated <strong>be</strong>fore commencement of any dealings with them;

6. The <strong>Transferee</strong> undertakes and represents that he/she/ it has not <strong>be</strong>endeclared defaulter <strong>by</strong> APMC/FMC or any other Commodity or StockExchange;7. The <strong>Transferee</strong> here<strong>by</strong> confirms and undertakes that he /she/ it will acquire /has acquired proposed mem<strong>be</strong>rship right from the Transferor for lawfulconsideration only.8. That the <strong>Transferee</strong> represents and undertakes that it/he/she is legallyqualified to <strong>be</strong>come a mem<strong>be</strong>r as per the Bye- Laws, Business Rules, Rulesand requirements of NSEL and is not a director/ partner/ associate/holdingcompany or subsidiary company of an existing mem<strong>be</strong>r of NSEL.9. The <strong>Transferee</strong> undertakes to remain liable for the commissions andomissions done <strong>by</strong> him/her/it and undertakes that NSEL has full right andauthority to take such actions against the <strong>Transferee</strong> as deemed fit underthe provisions of Bye- Laws, Business Rules, Rules of the Exchange includingany circular, order, direction, notice, instruction issued <strong>by</strong> NSEL from time totime and undertake to abide <strong>by</strong> such decisions of NSEL;10. The <strong>Transferee</strong> here<strong>by</strong> undertakes that in case of default of the Transferorin settling the claims/ demands/dues arising <strong>be</strong>fore transfer, the <strong>Transferee</strong>shall <strong>be</strong> liable to pay the dues of NSEL. The <strong>Transferee</strong> further agrees that incase of default of the <strong>Transferee</strong>, NSEL shall <strong>be</strong> legally entitled to attachthrough due process of law all personal, movable and immovable, propertiesof the <strong>Transferee</strong>;11. That the <strong>Transferee</strong> undertakes that as on date he/she/ it has not receivedany notice in connection with any insolvency proceedings or creditorswinding up proceedings and no legal proceedings pending against the<strong>Transferee</strong>. The <strong>Transferee</strong> further represents that APMC/FMC or anycommodity exchange has not taken any disciplinary action against him/her/it.12. That the <strong>Transferee</strong> further undertakes that subsequent to transfer, in theevent of failure on the part of Transferor to pay any liability, demand,charges etc. which had arisen prior to transfer the same shall <strong>be</strong> recoveredfrom the <strong>Transferee</strong>.

13.That without prejudice to the rights, remedies will <strong>be</strong> available to NSEL uponthe <strong>Transferee</strong>'s non-compliance with this <strong>Undertaking</strong>, the <strong>Transferee</strong> shallindemnify and keep indemnified NSEL against any loss/damage suffered <strong>by</strong>NSEL <strong>by</strong> virtue of this transfer and on account of violation of thisundertaking.14.<strong>Transferee</strong> understands and undertakes that this transfer per se does notentitle him to the mem<strong>be</strong>rship of NSEL and that he/she/it has to otherwisequalify for the mem<strong>be</strong>rship, and that he/it will file necessary application asper format prescri<strong>be</strong>d <strong>by</strong> NSEL, attend an interview <strong>be</strong>fore the Mem<strong>be</strong>rshipAdmission Committee and pay necessary fees, security deposit VSATcharges or any other charges as may <strong>be</strong> required to NSEL to <strong>be</strong>comemem<strong>be</strong>r of NSEL and that if found and not qualified NSEL has every right toreject the mem<strong>be</strong>rship.15.<strong>Transferee</strong> acknowledges and undertakes that the consideration is <strong>be</strong>ingexchanged directly <strong>be</strong>tween himself/herself/itself and the Transferor. NSELis here<strong>by</strong> authorised to proceed for transfer of mem<strong>be</strong>rship based on the“Agreement for the transfer of Mem<strong>be</strong>rship”, undertakings, and othernecessary documents <strong>executed</strong> for transfer of mem<strong>be</strong>rship and that thetransfer process will not <strong>be</strong> stalled/challenged subsequently for lack orinadequacy of consideration or for any other reason whatsoever or dispute<strong>be</strong>tween the transferee and the transferor.16.The <strong>Transferee</strong> here<strong>by</strong> confirms that the information provided in this<strong>Undertaking</strong> is true and correct to the <strong>be</strong>st of the knowledge and <strong>be</strong>lief ofthe <strong>Transferee</strong>.Name:Signature:Address:Witnesses:Name & Address: