3. THE TRANSFEROR'S PROMISES. The Transferor states that it is the registered and beneficial owner of the Shares, that they are fully paid up and free from any charge, pledge, lien or other claim, that it has the right to transfer them, that no one else has a right to buy them that has not been given up in writing, and that the Articles of Association and any agreement among shareholders have been complied with. The Transferor shall meet any claim against the Transferee arising from a breach of these promises.
4. DOCUMENTS AND APPROVAL. The Transferor shall deliver the share certificate(s) (or the demat instruction), the signed prescribed transfer form where the law requires it, and the consents the Articles require. The Parties ask the Company to register the Transferee as the holder, and each shall sign what the Company reasonably needs. Until it is registered, the Transferor holds the Shares and any dividends for the Transferee and votes as the Transferee directs.
5. TAX AND COSTS. The stamp duty and other costs of the transfer are borne by the Transferee unless the Parties agree otherwise in writing. Each Party bears its own income tax on the transaction, and the Parties shall give each other the details the law requires them to report. This Deed is governed by the laws of India, and disputes shall be decided by the courts at Chandigarh.