5(J) – Agreement

3.2Ju Insolvency laws or similar laws concerning the enforcement of creditors` rights in general or in accordance with the general principles of equity. Article 25 of the BS Act prescribes the stamp duty to be paid on a transport instrument for movable and/or immovable property. However, the BS Act expressly stipulates that if an agreement on the sale of a property results in the transfer of ownership of that property before or after performance, this is considered a transfer and stamp duty is levied accordingly. The BS Act also provides for an exemption in the event that the „contract of sale” is considered a transfer. That is, in the event that the BTA itself causes the transfer of movable and immovable property that constitutes the company to ensure that this document is duly stamped as a transfer in accordance with Article 25 of the BS Act, the stamp duty paid for this agreement will be adjusted to the total stamp duty levied on the transport document. 2.5 â â â no violations. Except for applicable requirements of federal securities laws, state securities laws, U.S. Department of Transportation qualifications and approvals, and the lender`s consent with respect to the change of control with respect to debt assumption, no submission or approval, approval, consent or approval by a third party will only be required for the completion of the transactions provided for in this Agreement by 5J. a body or public authority.

3.1 Members` Options or Agreements. Upon closing, 5J Members transfer to SMGI good and negotiable ownership of 5J interests, free and free of any security, lien, adverse claim, encumbrance, shares, powers of attorney, options, member agreements or restrictions. 2.2 Immediately prior to closing, the outstanding shares of 5J members consist exclusively of the sale of 5J shares to SMGI. 5J interest is validly issued, paid in full and non-taxable. At the balance sheet date, there are no options, warrants, convertible rights or bonds or other securities of 5J outstanding or other securities of 5J or agreements or bonds in which 5J or the members of 5J are involved or which bind 5J or the members of 5J and which provide for the issuance or redemption of any of 5J`s interest. The BS Act follows a regime similar to the IS Act, with section 5 of its schedule requiring that stamp duty be levied on an instrument that is an „agreement or its registrations, or a memorandum and agreement”. It should be noted that article 5 (h) (A) (iv) expressly establishes an agreement that: (a) creates obligations, rights or interests; (b) has a monetary value; and (c) are not subject to any other provision of the BS Act. (iv) Described in the Annex; The stamp duty to be collected may be up to two rupees per thousand rupees of the monetary value specified in the agreement. An agreement in the form of a BTA falls directly under section 5(h)(A) of the BS Act. Despite the general nature of the description in section 5(h)(A), the BS Act retained a residual provision under section 5(h)(B) requiring a stamp duty of INR one hundred (100) only for agreements that are not otherwise provided.

As Article 5(h)(A) describes the instrument in more detail, an FTA carried out in the State of Maharashtra should be properly stamped in accordance with Article 5(h)(A) and not Article 5(h)(B). Similarly, section 5(g) of Act CS prescribes the stamp duty payable on a contract for the sale of movable property. In the event that possession of movable property is delivered or agreed as delivered without the performance of an act of transfer, the stamp duty prescribed in such an agreement is three per cent (3%) of the consideration or market value of the property, whichever is greater. In the event that possession of the good is not delivered, the liability of stamp duty is limited to TWENTY THOUSAND INR. Apart from these provisions, a residual clause under Article 5(j) of the CS Act provides that any agreement not expressly provided for in Article 5 is duly stamped for INR two cents. Therefore, the stamp duty payable on a BTA exported to the State of Karnataka depends on the structure of the BTA, whether the deed of transfer is to be performed by the parties in respect of movable property that is part of the commercial enterprise and whether an enterprise allegedly transferred under a BTA can be treated as movable property or immovable property. It is common for a BTA to be structured as a „purchase agreement”. In such cases, the agreement provides a general framework under which the company is transferred by the deadline. BTA itself cannot consider a transfer and may order the execution of an „act of transfer” [see endnote 5] no later than the closing date for the transfer. However, there are cases where the agreement contains recitals relating to the payment of consideration, the transfer of ownership of the assets and the deeds of ownership of those assets. In such cases, the BTA takes the colour of a „transport” and the stamp duty is levied accordingly.

5.9 Â Â Â Â Â Â Â Neither 5J nor 5J Members may communicate with third parties other than their own representatives without the prior written consent of SMGI and Manager 5J. Nothing in this document prevents 5J from informing its employees, customers or suppliers of the proposed transaction to the extent necessary or desirable to facilitate the completion of the transaction; Provided, however, that such notice is approved in advance by SMGI and may require such third parties to enter into a confidentiality agreement at SMGI`s sole discretion and constitutes a „joint communication” if smGI deems it appropriate. 2.4 Â 5J has the authority and authority necessary to enter into this Agreement and to fulfil its obligations under this Agreement. The execution, delivery and performance of this Agreement by 5J and the completion of the transactions contemplated herein by 5J have been duly approved by 5J Members and 5J`s sole manager, and no further action by 5J is required to approve this Agreement or the transactions contemplated herein. .