THAN THIS AGREEMENT, THERE IS NO
AGREEMENT, ARRANGEMENT OR OBLIGATION REQUIRING THE CREATION, ALLOTMENT, ISSUE,
TRANSFER, REDEMPTION OR REPAYMENT OF, OR THE GRANT TO A PERSON OF THE RIGHT
(CONDITIONAL OR NOT) TO REQUIRE THE ALLOTMENT, ISSUE, TRANSFER, REDEMPTION OR
REPAYMENT OF, A SHARE OR A DEPOSITARY RECEIPT IN THE CAPITAL OF THE ACQUIRED
COMPANIES (INCLUDING, WITHOUT LIMITATION, AN OPTION OR RIGHT OF PRE-EMPTION OR
CONVERSION).
D)
THERE IS NO ENCUMBRANCE ON OR IN RELATION
TO ANY OF THE PURCHASED SHARES.
UPON CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY IN ACCORDANCE WITH THE TERMS HEREOF, EACH OF THE BUYERS WILL
(I) HOLD GOOD AND VALID TITLE TO THE PURCHASED SHARES SET FORTH BY ITS NAME IN
SCHEDULE 4.5, FREE AND CLEAR OF ANY AND ALL ENCUMBRANCES; AND (II) WILL DIRECTLY
OWN ALL OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF THE ACQUIRED
COMPANIES.
SECTION 4.6
SUBSIDIARIES.
NEITHER OF THE ACQUIRED COMPANIES HAS ANY
SUBSIDIARY OR ANY INTEREST IN ANY OTHER PERSON.
8
SECTION 4.7
ASSETS. THE SOLE ASSETS OF THE ADMINISTRATOR ARE THOSE
SET FORTH BY ITS NAME IN SCHEDULE 4.7(A) AS OF THE DATE OF THIS AGREEMENT, AND
ON OR BEFORE THE CLOSING THE SELLERS SHALL TRANSFER TO THE GENPACT USER THOSE
ASSETS SET FORTH IN SCHEDULE 4.7(B) .
EACH OF THE ACQUIRED COMPANIES HAS, OR
WILL HAVE ON THE DATE OF TRANSFER,
GOOD AND VALID TITLE, FREE AND CLEAR OF ALL
ENCUMBRANCES, TO ALL OF THE ASSETS SET FORTH UNDER ITS NAME IN SCHEDULES
4.7(A) AND (B).
SECTION 4.8
TAXES.
A)
ALL TAX RETURNS THAT WERE REQUIRED TO BE
FILED BY OR WITH RESPECT TO EACH OF THE ACQUIRED COMPANIES HAVE BEEN TIMELY
FILED, WITH THE EXCEPTION OF THE FILINGS LISTED IN SCHEDULE 4.8, AND SELLERS
SHALL DEFEND, INDEMNIFY AND HOLD BUYERS HARMLESS FOR ANY AND ALL COSTS, INTEREST
OR PENALTIES RELATED TO OR ARISING OUT OF SUCH LATE FILING IN ACCORDANCE WITH
SECTION 11.3(A) BELOW.
ALL SUCH TAX RETURNS WERE CORRECT AND COMPLETE IN ALL
RESPECTS.
ALL TAXES OWED BY OR WITH RESPECT TO THE ACQUIRED COMPANIES HAVE BEEN
PAID, AND THE ACQUIRED COMPANIES ARE IN COMPLIANCE WITH ALL TAX OBLIGATIONS.
THE EXECUTION AND CONSUMMATION OF THIS AGREEMENT WILL NOT GIVE RISE TO ANY
ADVERSE TAX CONSEQUENCES FOR ANY OF THE BUYERS OR THE ACQUIRED COMPANIES SUCH
AS, BY WAY OF ILLUSTRATION, A STAMP TAX OR TRANSFER TAX, EXCEPT AS SUCH ADVERSE
TAX CONSEQUENCES MAY BE INCURRED DUE TO CIRCUMSTANCES THAT ARE UNIQUE TO BUYERS
AND NOT GENERALLY IMPOSED UPON THOSE IN THE POSITION OF BUYERS UNDER THESE OR
SIMILAR CIRCUMSTANCES.
FOR THE AVOIDANCE OF DOUBT, AND SUBJECT TO THE
EXCEPTION IN THE PRECEDING SENTENCE, TAXES IMPOSED UPON OR RESULTING FROM THE
TRANSFER OF SHARES OF THE ACQUIRED COMPANIES SHALL BE BORNE BY THE SELLERS,
REGARDLESS OF WHETHER, UNDER GUATEMALAN LAW, THE SELLERS AND THE BUYERS ARE
INDIVIDUALLY OR JOINTLY LIABLE FOR SUCH TAXES.
B)
(I) NO WRITTEN NOTICE HAS BEEN RECEIVED
OF ANY DEFICIENCIES FOR TAXES CLAIMED, PROPOSED OR ASSESSED BY ANY GOVERNMENTAL
AUTHORITY WITH RESPECT