Sample Share Purchase And Share Holder Agreement Page 16
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777.5
Excepting as otherwise disclosed or provided for in this Agreement, no Approval
is required (other than those that may be required for effecting and completing the
Restructuring or those required under the [Indian] Monopolies and Restrictive Trade
Practices Act, 1969, as amended; the [Indian] Foreign Exchange Management Act, 1999,
including any rules, regulations or notifications made thereunder, as amended; the Act; or
the Foreign Investment Promotion Board as required by the Secretariat of Industrial
Assistance) on the part of the Company in connection with its execution, delivery and
performance of this Agreement or any other documents and agreements to be delivered
under this Agreement.
7.6
Excepting as otherwise disclosed or provided for in this Agreement or Schedule
___, there is no suit, action, litigation, investigation, claim or proceeding, including
Public Interest Litigation and Writ Petition, appeals and applications for review, which is
in progress or pending against or relating to the Company before any Governmental
Authority which, if determined adversely to the Company, would:
(a)
Materially and Adversely Affect the properties, business, future prospects or
financial condition of the Company; or
(b)
enjoin, restrict or prohibit the transfer of all or any part of the Transaction Shares
as contemplated by this Agreement.
7.7
This Agreement constitutes a valid and binding obligation of the Company
enforceable against it in accordance with its terms, subject, however, to limitations with
respect to enforcement imposed by Law in connection with bankruptcy or similar
proceedings and to the extent that equitable remedies as specific performance and
injunction are in the discretion of the court from which they are sought.
7.8
Excepting as otherwise disclosed or provided for in this Agreement or Schedule
___,
(a)
the Company has duly and timely filed its tax returns with the appropriate
Government Authority and, to the best of Company’s knowledge and belief, has duly,
completely and correctly reported all income and all other amounts and information
required to be reported thereon; and
(b)
there are no actions, suits, proceedings, investigations, or claims now pending or
in progress, against the Company in respect of any taxes and there are no matters under
discussion, or appeal with any Governmental Authority relating to taxes.
7.9
Excepting as otherwise disclosed or provided for in this Agreement, the execution
and performance by the Company of the obligations contained herein shall not constitute
a breach of any agreement including, but not limited to, any financing, joint venture,
licensing or technology transfer agreements to which the Company is a party.
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