Legal and Beneficial Ownership of the Sale Shares. (a) the Seller is the sole legal and beneficial owner of the Sale Shares and has the exclusive right to exercise all voting and other rights over and in respect thereof. The Sale Shares held by it are fully paid up and are held by the Seller in compliance with Applicable Law;
(b) the Seller has a clear and marketable title to the Sale Shares, free from all Encumbrances, and the Seller has not executed any agreement to give or create any Encumbrance over or affecting such Sale Shares and no claim has been made by any Person to be entitled to any such Encumbrance;
(c) the Seller does not have any outstanding or disputed tax liability or pending tax proceedings, in India, that may: (i) warrant the transaction of sale of the Sale Shares to be rendered void under section 281 of the IT Act(ii) affect the validity and marketability of the title of the Sale shares; or (iii) the ability of the Seller to sell the Sale Shares to the Purchaser, or the Purchaser to acquire the title to the Sale Shares pursuant to pursuant to its purchase, in accordance with the terms of this Agreement;
(d) the Sale Shares will be transferred free from any Encumbrances, claim or demand to the Purchaser ;
(e) the Seller has not committed or omitted any act, deed, matter or thing whereby the Sale Shares can be forfeited, extinguished or rendered void or voidable; and
(f) the Seller has not received any notice in respect of any action, suit or proceeding and there is no litigation pending or to the best of its knowledge threatened against or otherwise relating to or affecting the Seller that would give rise or serve as the basis for a cause of action to prevent the Seller from entering into or consummating the terms of this Agreement.
