Common use of Taxation Matters Clause in Contracts

Taxation Matters. The Company has complied with all the requirements as specified under the respective Tax Laws as applicable to it in relation to returns, computations, notices, deductions, withholdings and information which are or are required to be made or given by the Company to any Tax authority for all Tax periods for taxation and for any other Tax or duty purposes, have been made on a proper and timely basis and are correct and none of them is the subject of any dispute with the Indian taxation authorities and all applicable Taxes have been deducted, collected, withheld, deposited and paid and filings with respect to the same have been done and completed in accordance with Law and no Tax Demand has been received or, to the best of the knowledge of the Warrantors, threatened in respect thereof. The Company has discharged all due and payable sums towards payment of Taxes of any other Persons that they are required to discharge under any applicable contracts and, there are no facts or circumstances that may give rise as on the date of the financial statements to any material Tax or Tax liability in addition to Tax already paid or provisioned in the financial statements. The Company is not subject to Tax in any jurisdiction other than India. The Company has no Tax liability arising out of any matter up to the Closing except as adequately reserved for on its balance sheet, nor there are any circumstances by reason of which the Company is likely to become liable to pay, any interest, penalty, surcharge or fine relating to any Tax. With respect to any period for which Tax returns are not yet due and thus have not been filed, or for which Taxes are not yet due or owing, the Company has made due and sufficient accruals for such Taxes in its books and records and in accordance with Indian GAAP and applicable Laws, including the financial statements. The Company has not paid or become liable to pay any interest, penalty, surcharge or fine relating to any applicable Taxes. The Company has not been since incorporation been subject to and the Company is not currently subject to any investigation, audit, visit or search and/or seizure by any revenue authority and no notice or communication of any such investigation, audit or proposed visit by any taxation authority has been received by the Company. All claims or other requests for any particular treatment relating to taxation that have been taken into account in computing any amount in the financial statements, have been duly made and are, in the reasonable opinion of the Company and the Promoters are not likely to be disputed by any taxation authority. The amount of taxation chargeable on the Company during any assessment period has not been affected to any extent by any concession, arrangement, agreement or other formal or informal arrangement with any taxation authority (not being a concession, agreement or arrangement available to companies generally). The Company has granted, delivered or issued or provided all certificates, forms and other documents to other Persons required under the applicable Law relating to the Taxes, save in relation to matters which are in progress in the ordinary course of business. Any right to a repayment or relief of taxation to or in respect of the Company to the extent that such right was taken into account in the financial statements is available and is not lost, reduced or cancelled. No relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance or otherwise) from, against or in respect of any taxation has been claimed and/or given to the Company which could or might be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of the transaction contemplated under this Agreement and/or as a result of any act, omission, event or circumstance arising or occurring at or at any time before completion of the transaction contemplated under this Agreement. No audit, investigation or other proceeding by a Governmental Authority is pending or being conducted with respect to (i) any Taxes due from or with respect to Company or in relation to the filing of any Tax returns or failure to do so or (ii) any of the Company in respect of any pending proceedings under any Tax Laws that have any adverse impact on the Company’s ability to consummate the transactions contemplated herein or that has the effect of creating any charge or lien on the Equity Shares or any Assets of Company in favour of a Governmental Authority.

Taxation Matters. The To the best knowledge of the Promoters and the Company, the Company has complied with all the requirements as specified under the respective applicable Tax Laws as applicable to it in relation to payments, returns, computations, notices, deductions, withholdings notices and information which are or are required to be made or given complied by the Company to any Tax authority for all Tax periods for taxation and for any other Tax or duty purposes, have been made on a proper and timely basis and are correct and none of them is the subject of any dispute with the Indian taxation authorities and all applicable Taxes have been deducted, collected, withheld, deposited and paid deducted and filings with respect to the same have been done and completed in accordance with Law and Law. There are no Tax Demand has been received or, to the best of the knowledge of the Warrantors, threatened in respect thereof. The Company has discharged all due and payable sums towards payment liabilities of Taxes of any other Persons that they are required to discharge under any applicable contracts and, there are no facts or circumstances that may give rise as on the date of the financial statements to any material Tax or Tax liability in addition to Tax already paid or provisioned in the financial statements. The Company is not subject to Tax in any jurisdiction other than India. The Company has no Tax liability arising out of any matter up to the Closing except as adequately reserved for on its balance sheet, nor there are any circumstances by reason of which the Company is likely to become liable to pay, any interest, penalty, surcharge or fine relating to any Tax. With respect to any period for which Tax returns are not yet due and thus have not been filed, or for which Taxes are not yet due or owing, the Company has made due and sufficient accruals for such Taxes in its books and records and in accordance with Indian GAAP and applicable Laws, including the financial statements. The Company has not paid or become liable to pay any interest, penalty, surcharge or fine relating to any applicable Taxes. The Company has not been since incorporation been subject to and the Company is not currently subject to any investigation, audit, visit or search and/or seizure by any revenue authority and no notice or communication of any such investigation, audit or proposed visit by any taxation authority has been received by the Company. All claims or other requests for any particular treatment relating to taxation that have been taken into account in computing any amount in the financial statements, have been duly made and are, in the reasonable opinion of the Company and the Promoters are not likely to be disputed by any taxation authority. The amount of taxation chargeable on the Company during any assessment period has not been affected to any extent by any concession, arrangement, agreement or other formal or informal arrangement with any taxation authority (not being a concession, agreement or arrangement available to companies generally). The Company has granted, delivered or issued or provided all certificates, forms and other documents to other Persons required under the applicable Law relating to the Taxes, save in relation to matters which are in progress in the ordinary course of business. Any right to a repayment or relief of taxation to or in respect of which a claim or notice has been made against the Company to the extent that such right was taken into account in the financial statements is available and is not lost, reduced or cancelledCompany. No relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance or otherwise) from, against or in respect of any taxation has been claimed and/or given to the Company which could or might be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of the transaction contemplated under this Agreement Closings and/or as a result of any act, omission, event or circumstance arising or occurring at or at any time before completion the Closings. Service tax payable in relation to any contracts of the transaction contemplated under this AgreementCompany has been duly paid in accordance with applicable Law. No auditThere is no liability (whether outstanding or accrued or past or otherwise) for service tax, investigation which any service provider may claim or other proceeding by a Governmental Authority is pending or being conducted recover from the Company for any period prior to Closing Dates. There are no Encumbrance with respect to the Company that arose in connection with any failure (or alleged failure) to pay any Tax, which is presently or past due. The Company has not and have never been a party to any Tax sharing agreement or Tax indemnity agreement and have not assumed the Tax liability of any other Person under contract. The Company has not at any time entered into or been party to any transactions, schemes or arrangements which either: were entered into solely or wholly or mainly with a view to avoiding, reducing, postponing or extinguishing any actual or potential liability to Tax; or could be reclassified for the purposes of Tax under any legislation, enactment or other law or otherwise by any Governmental Authority; and which could result in any claim or proceeding against the Company or used as evidence against it in any proceedings pertaining to tax avoidance, against the Company or any other Person. Export of service position has been taken by the Company with respect to sale of domain name to an overseas customer and the Company is in possession of documentary evidence to substantiate this position. CONTRACTS All material contracts have been duly authorised, executed and delivered by the Company and each party thereto, are valid and subsisting, and constitutes a valid and binding obligation of each party thereto, enforceable against each party thereto in accordance with its terms. The Company is not in default in the performance, observance or fulfilment of any of the obligations, covenants or conditions contained in any material contract to which it is a party. No party (including the Company) is in breach of any contract or has indicated any intention to serve a notice of default or terminate any such contract prior to the expiration of its term and no party has sought to repudiate, disclaim or vary, to the detriment of the Company, any material contract including but not limited to the agreement entered into by the Company and its clients. Other than (a) the current articles of the Company; and (b) this Agreement, there are no agreements or understandings which (i) grants direct or indirect management, operational or voting rights or economic interest in the Company to any Taxes due from or third Person including any power of attorney with respect to Company or in relation to the filing of any Tax returns or failure to do so or foregoing; (ii) is a non-competition contract restricting in any way the business activities of the Company; (iii) was entered into outside of the ordinary course of business of the Company; (iv) provides for the sharing of the revenue of the Company with any third party; (v) is a contract with any Person relating to the use of the Assets of the Company; or (vi) is adverse to the Business or financial condition of the Company. Neither the Company nor any of its employees have committed any criminal or unlawful act involving dishonesty; any breach of trust; or any breach of contract or statutory duty or any tortious act which could entitle any third party to terminate any contract to which the Company is a party which could have a Material Adverse Effect on the Company and/or its Business and operations. Receivables. The amounts payable to the Company under any material contract (“Receivables”) are legal, valid and binding obligations of the obligors thereon, have been received, or are and will be collectible, at their recorded amounts in respect the ordinary course of business and are not the subject of any pending proceedings under any Tax Laws that have any adverse impact on counterclaims or set offs (except those Receivables, the Company’s ability to consummate non-collection of which has been properly provided for in the transactions contemplated herein or that has the effect of creating any charge or lien on the Equity Shares or any Assets of Company in favour of a Governmental AuthorityAccounts).

Taxation Matters. (a) The Company has complied with filed, and will file, duly and timely all the requirements as specified under the respective Tax Laws as applicable to it in relation to returns, computations, notices, deductions, withholdings and information which are or are Returns required to be made or given filed by the Company to any Tax authority for all Tax periods for taxation and for any other Tax or duty purposes, have been made on a proper and timely basis and are correct and none of them is the subject of any dispute with the Indian taxation authorities and all applicable Taxes have been deducted, collected, withheld, deposited and paid and filings it with respect to the same have been done and completed in accordance with Law and no Tax Demand has been received or, to the best of the knowledge of the Warrantors, threatened in respect thereofAssigned Interests. (b) The Company has discharged paid and will pay in full all Taxes which have been incurred or are due, claimed to be due and payable sums towards or will be due from the Company relating to the Assigned Interests by any taxing authorities. (c) The Company has not received any notice of deficiency or assessment from any taxing authority with respect to liabilities for Taxes of, or relating to, the Assigned Interests, which have not been fully paid, finally settled or properly protested. (d) There are no disputes pending in respect of, or claims asserted for, Taxes on or relating to the Assigned Interests, nor are there any pending or threatened in writing audits or investigations or outstanding matters under discussion with any taxing authorities with respect to the payment of Taxes Taxes, nor has the Company given or been requested to give any waivers extending the statutory period of any other Persons that they are required to discharge under any limitations applicable contracts and, there are no facts or circumstances that may give rise as on the date of the financial statements to any material Tax Return for or relating to the Assigned Interests for any period, except for a waiver given extending the 2008 tax year statute to September 30, 2013. (e) The Company has not requested any extension of time within which to file any Tax liability Return for or relating to the Assigned Interests, which Tax Return has not since been filed, or executed any power of attorney, which is currently in addition effect, with respect to Tax already paid any matter relating to Taxes for or provisioned in relating to the financial statementsAssigned Interests. (f) The Company has not taken a position inconsistent with the Partnership’s qualification as a partnership for federal income tax purposes. (g) The Company is not subject to Tax in any jurisdiction other than India. The Company has no Tax liability arising out a “foreign person” within the meaning of any matter up to Section 1445 of the Closing except Internal Revenue Code of 1986, as adequately reserved for on its balance sheet, nor there are any circumstances by reason of which amended (the Company is likely to become liable to pay, any interest, penalty, surcharge or fine relating to any Tax. With respect to any period for which Tax returns are not yet due and thus have not been filed, or for which Taxes are not yet due or owing, the Company has made due and sufficient accruals for such Taxes in its books and records and in accordance with Indian GAAP and applicable Laws, including the financial statements. The Company has not paid or become liable to pay any interest, penalty, surcharge or fine relating to any applicable Taxes. The Company has not been since incorporation been subject to “Code”) and the Company will furnish Purchaser with an affidavit satisfactory to Purchaser and which meets the requirements of Code Section 1445(b)(2). (h) Seller is not currently subject to any investigation, audit, visit or search and/or seizure by any revenue authority and no notice or communication at all times since the date of any such investigation, audit or proposed visit by any taxation authority its organization has been received by the Company. All claims or other requests for any particular treatment relating to taxation that have been taken into account in computing any amount in the financial statements, have been duly made and are, in the reasonable opinion of a disregarded entity whose sole member is the Company and the Promoters are not likely to be disputed by any taxation authority. The amount of taxation chargeable on the Company during any assessment period has not been affected to any extent by any concession, arrangement, agreement or other formal or informal arrangement with any taxation authority (not being a concession, agreement or arrangement available to companies generally). The Company has granted, delivered or issued or provided all certificates, forms and other documents to other Persons required under the applicable Law relating to the Taxes, save in relation to matters which are in progress in the ordinary course of business. Any right to a repayment or relief of taxation to or in respect of the Company to the extent that such right was taken into account in the financial statements is available and is not lost, reduced or cancelled. No relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance or otherwise) from, against or in respect of any taxation has been claimed and/or given to the Company which could or might be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of the transaction contemplated under this Agreement and/or as a result of any act, omission, event or circumstance arising or occurring at or at any time before completion of the transaction contemplated under this Agreement. No audit, investigation or other proceeding by a Governmental Authority is pending or being conducted with respect to (i) any Taxes due from or with respect to Company or in relation to the filing of any for federal income Tax returns or failure to do so or (ii) any of the Company in respect of any pending proceedings under any Tax Laws that have any adverse impact on the Company’s ability to consummate the transactions contemplated herein or that has the effect of creating any charge or lien on the Equity Shares or any Assets of Company in favour of a Governmental Authoritypurposes.