PURCHASE PRICE Sr. Seller Number of Sale Shares Price per Sale Purchase Price No. Share [●] SCHEDULE- IV: REPRESENTATIONS AND WARRANTIES hereby jointly and severally The Company and Sellers (“Warrantors”) represent, warrant and undertake to the Acquirer that as of the Effective Date, the following Warranties are true and correct in all respects: For the purposes of this Schedule the following terms shall have the meaning set out below attributed to them: Claim” shall mean any notice of any claim by the Company pursuant to any assessment, “Tax administrative or appellate or court proceedings or proposed change or adjustment by any taxing authority concerning, for or in respect of any and all Taxes with respect to any taxable period ending on or before the Effective Date or beginning before and ending on or after the Effective Date (but only in relation to the portion thereof applicable to the period prior to the Effective Date); and Demand” shall mean any Tax Claim under which demand for payment of Tax is made on “Tax or adjustment of any Tax refunds claimed by a Person and outstanding as on date of such Tax Claim is demanded from, a Person by any taxing authority (or any combination of the foregoing). AUTHORITY AND CAPACITY The Company is duly incorporated under the [Companies Act, 2013/1956] and validly existing under the Laws of India. The Warrantors have the legal right, power and authority, including
PURCHASE PRICE Sr. No. Seller Number of Sale Shares Price per Sale Share Purchase Price [●] SCHEDULE- IV: REPRESENTATIONS AND WARRANTIES The Company and Sellers (“Warrantors”) hereby jointly and severally represent, warrant and undertake to the Acquirer that as of the Effective Date, the following Warranties are true and correct in all respects: For the purposes of this Schedule the following terms shall have the meaning set out below attributed to them: “Tax Claim” shall mean any notice of any claim by the Company pursuant to any assessment, administrative or appellate or court proceedings or proposed change or adjustment by any taxing authority concerning, for or in respect of any and all Taxes with respect to any taxable period ending on or before the Effective Date or beginning before and ending on or after the Effective Date (but only in relation to the portion thereof applicable to the period prior to the Effective Date); and “Tax Demand” shall mean any Tax Claim under which demand for payment of Tax is made on or adjustment of any Tax refunds claimed by a Person and outstanding as on date of such Tax Claim is demanded from, a Person by any taxing authority (or any combination of the foregoing). AUTHORITY AND CAPACITY The Company is duly incorporated under the [Companies Act, 2013/1956] and validly existing under the Laws of India. The Warrantors have the legal right, power and authority, including
Share-Purchase-Agreement_Template.docx