Seller Tax Representations and Warranties. (a) Seller represents and warrants with respect to APC and the Distribution Division that, except as set forth or disclosed in Section 10.1(a) of Seller's Disclosure Schedule (i) all Tax Returns required to be filed have been filed or requests for extensions have been timely filed, (ii) all such Tax Returns are true and correct in all material respects, and (iii) all Taxes shown to be due on such Tax Returns have been paid in full. Except as set forth in Section 10.1(a) of Seller's Disclosure Schedule, no notice of deficiency or assessment has been received from any taxing authority with respect to liabilities for Taxes of APC or the Distribution Division which have not been fully paid or finally settled, and any such deficiency shown in Section 10.1(a) of Seller's Disclosure Schedule is being contested in good faith through appropriate proceedings. Except as set in Section 10.1(a) of Seller's Disclosure Schedule, there are no outstanding agreements or waivers extending the applicable statutory periods of limitation for Taxes of APC or the Distribution Division for any period of time. Except as set forth in Section 10.1(a) of Seller's Disclosure Schedule, no audits or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns of APC or the Distribution Division, and neither the
Seller Tax Representations and Warranties. (a) Seller represents and warrants with respect to the Company that, except as set forth or disclosed in Section 11.1(a) of Seller's Disclosure Schedule (i) all Tax Returns in respect of the Company and the Transmission Business required to be filed have been filed or requests for extensions have been timely filed, (ii) all such Tax Returns are true and correct in all material respects, and (iii) all Taxes shown to be due on such Tax Returns have been timely paid in full. Except as set forth in Section 11.1(a) of the Seller's Disclosure Schedule, all ad valorem taxes that are due and payable have been paid, and there is not any property that has been omitted from the assessment rolls of the applicable taxing authorities. Except as set forth in Section 11.1(a) of Seller's Disclosure Schedule, no notice of deficiency or assessment has been asserted, proposed or threatened from any Governmental Authority with respect to liabilities for Taxes of the Company or relating to the Company Assets that have not been fully paid or finally settled, and any such deficiency shown in Section 11.1(a) of Seller's Disclosure Schedule is being contested in good faith through appropriate proceedings. Except as set in Section 11.1(a) of Seller's Disclosure Schedule, there is not in force any extension of time with respect to the due date for the filing of any Tax Return and there are no outstanding agreements or waivers extending the applicable statutory periods of limitation for Taxes of the Company for any period of time. Except as set forth in Section 11.1(a) of Seller's Disclosure Schedule, no audits or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns of the Company, and neither the Seller nor the Company has any knowledge of any threatened action, audit, or administrative or court proceeding with respect to any Taxes or Tax Returns of the Company. Except as set forth in Section 11.1(a) of the Seller's Disclosure Schedule, no claim has ever been made by a Governmental Authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to Taxes in that jurisdiction, and the Company has not entered into any agreement or arrangement with any Governmental Authority that requires the Company to take any action or refrain from taking any action.
Seller Tax Representations and Warranties a. The Seller has not been, at any time during the financial year in which any Sale Shares held by the Seller is transferred under this Agreement, a resident in India under the IT Act.
