Common use of Post-Closing Undertakings Clause in Contracts

Post-Closing Undertakings. 4.4.1. Within 5 (five) Business Days from the Closing Date, the Company and the Seller shall deliver all the requisite documents and/or information, as required by the Purchaser, for the Purchaser to report the downstream investment in the Company by filing Form DI, by way of the single master form on the Foreign Investment Reporting and Management System (xxxxx://xxxxx.xxx.xxx.xx) and relevant filings with the Foreign Investment Facilitation Portal (if any). The Parties shall cooperate and provide all reasonable assistance to the Purchaser for making such filing. 4.4.2. Within a period of 5 (five) Business Days from the Closing Date, the Company shall deliver to the Purchaser, a copy of the beneficiary positions statement of the Company maintained by the depository participant of the Company, evidencing the ownership of the Purchaser to the Purchase Shares. 4.4.3. Within a period of 15 (fifteen) Business Days from the Closing Date, the Company shall deliver to the Purchaser, a updated valuation certificate from a practicing chartered accountant (on reliance basis), in Agreed Form determining the fair market value of the Purchase Shares determined in accordance with Section 56(2)(x) and Section 50CA and/or Section 43CA of the IT Act using prescribed method under Rule 11UAA and Rule 11UA of the Income-Tax Rules, 1962. 4.4.4. Within a period of 30 (thirty) Business Days from the Closing Date, the Seller shall deliver a certificate from a Big Four Accounting Firm, for the purposes of Section 281 of the IT Act and Section 81 of applicable Goods and Services Tax Act, 2017, in Agreed Form (on a reliance basis), giving the status of the pending Tax proceedings and any pending / outstanding tax dues against the Seller under the IT Act and stating that apart from those mentioned in the certificate, there no (a) Tax proceedings referred to in Section 281 of the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017 pending against the Seller; (b) pending / open assessments / Litigations against the Seller under the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017 (c) outstanding demands against the Seller from any Governmental Authority in respect of Tax on the Seller; and/or (d) notices that have been issued to the Seller under the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017, that would render the transfer of the Purchase Shares to the Purchaser void, and including a snapshot of the website of the income tax authorities in India (ie, income-tax portal and TRACES portal) evidencing that there are no Tax proceedings against the Seller along with a reliance letter to be issued by such Person issuing the Tax Assessment Status to the Purchaser for relying on the Tax Assessment Status. 4.4.5. The Company shall appoint one of the Big Six Accounting Firms as its statutory auditor, which appointment shall be made for the Financial Year 2025-26 or upon the occurrence of an Exit Trigger Event (for the financial year following the year in which an Exit Trigger Event takes place), whichever is earlier.

Post-Closing Undertakings. 4.4.1. Within 5 (five) Business Days from the Closing Date, the Company and the Seller shall deliver all the requisite documents and/or information, as required by the Purchaser, for the Purchaser to report the downstream investment in the Company by filing Form DI, by way of the single master form on the Foreign Investment Reporting and Management System (xxxxx://xxxxx.xxx.xxx.xx) and relevant filings with the Foreign Investment Facilitation Portal (if any). The Parties shall cooperate and provide all reasonable assistance to the Purchaser for making such filing. 4.4.2. Within a period of 5 (five) Business Days from the Closing Date, the Company shall deliver to the Purchaser, a copy of the beneficiary positions statement of the Company maintained by the depository participant of the Company, evidencing the ownership of the Purchaser to the Purchase Shares. 4.4.34.4.2. Within a period of 15 (fifteen) Business Days from the Closing Date, the Company shall deliver to the Purchaser, a updated valuation certificate from a practicing chartered accountant (on reliance basis)accountant, in Agreed Form determining the fair market value of the Purchase Shares determined in accordance with Section 56(2)(x) and Section 50CA and/or Section 43CA of the IT Act using prescribed method under Rule 11UAA and Rule 11UA of the Income-Income- Tax Rules, 1962. 4.4.44.4.3. Within a period of 30 (thirty) Business Days from the Closing Date, the Seller shall deliver a certificate from a Big Four Accounting Firm, for the purposes of Section 281 of the IT Act and Section 81 of applicable Goods and Services Tax Act, 2017, in Agreed Form (on a reliance basis)Form, giving the status of the pending Tax proceedings and any pending / outstanding tax dues against the Seller under the IT Act and stating that apart from those mentioned in the certificate, there no (a) Tax proceedings referred to in Section 281 of the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017 pending against the Seller; (b) pending / open assessments / Litigations against the Seller under the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017 (c) outstanding demands against the Seller from any Governmental Authority in respect of Tax on the Seller; and/or (d) notices that have been issued to the Seller under the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017, that would render the transfer of the Purchase Shares to the Purchaser void, and including a snapshot of the website of the income tax authorities in India (ie, income-tax portal and TRACES portal) evidencing that there are no Tax proceedings against the Seller along with a reliance letter to be issued by such Person issuing the Tax Assessment Status to the Purchaser for relying on the Tax Assessment Status. 4.4.4. Within a period of 15 (fifteen) Business Days from the Closing Date, the Seller shall file all documents (including Form FC-TRS) with the RBI and the relevant authorized dealer bank in accordance with FEMA, and thereafter furnish the evidence of such submission to the Purchaser, no later than 2 (two) Business Days from such submission. Further, the Seller shall provide to the Purchaser a copy of the approval / acknowledgment received from the RBI approving the Form FC-TRS filed by the Seller, no later than 2 (two) Business Days from the date of receipt of such approval by the Seller. 4.4.5. The Company shall appoint one of the Big Six Accounting Firms as its statutory auditor, which appointment shall be made for the Financial Year 2025-26 or upon the occurrence of an Exit Trigger Event (for the financial year following the year in which an Exit Trigger Event takes place), whichever is earlier.

Post-Closing Undertakings. 4.4.1. Within 5 (five) Business Days from the Closing Date, the Company and the Seller shall deliver all the requisite documents and/or information, as required by the Purchaser, for the Purchaser to report the downstream investment in the Company by filing Form DI, by way of the single master form on the Foreign Investment Reporting and Management System (xxxxx://xxxxx.xxx.xxx.xx) and relevant filings with the Foreign Investment Facilitation Portal (if any). The Parties shall cooperate and provide all reasonable assistance to the Purchaser for making such filing. 4.4.2. Within a period of 5 (five) Business Days from the Closing Date, the Company shall deliver to the Purchaser, a copy of the beneficiary positions statement of the Company maintained by the depository participant of the Company, evidencing the ownership of the Purchaser to the Purchase Shares. 4.4.3. Within a period of 15 (fifteen) Business Days from the Closing Date, the Company shall deliver to the Purchaser, a an updated valuation certificate (“Updated Tax Valuation Report”) from a practicing chartered accountant (on a reliance basis), in Agreed Form determining the fair market value of the Purchase Shares determined in accordance with Section 56(2)(x) and Section 50CA and/or Section 43CA of the IT Act using prescribed method under Rule 11UAA and Rule 11UA 11UA(1)(c)(b) of the Income-Tax Rules, 1962. . 4.4.4. Within a period of 30 (thirty) Business Days from the Closing Date, the Seller shall deliver a certificate from a Big Four Accounting Firm, for the purposes of Section 281 of the IT Act and Section 81 of applicable Goods and Services Tax Act, 2017, in Agreed Form (on a reliance basis), giving the status of the pending Tax proceedings and any pending / outstanding tax dues against the Seller under the IT Act and stating that apart from those mentioned in the certificate, there no (a) Tax proceedings referred to in Section 281 of the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017 pending against the Seller; (b) pending / open assessments / Litigations against the Seller under the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017 (c) outstanding demands against the Seller from any Governmental Authority in respect of Tax on the Seller; and/or (d) notices that have been issued to the Seller under the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017, that would render the transfer of the Purchase Shares to the Purchaser void, and including a snapshot of the website of the income tax authorities in India (ie, income-tax portal and TRACES portal) evidencing that there are no Tax proceedings against the Seller along with a reliance letter to be issued by such Person issuing the Tax Assessment Status to the Purchaser for relying on the Tax Assessment Status. 4.4.5. The Company shall appoint one of the Big Six Accounting Firms as its statutory auditor, which appointment shall be made for the Financial Year 2025-26 or upon the occurrence of an Exit Trigger Event (for the financial year following the year in which an Exit Trigger Event takes place), whichever is earlier.