Common use of BREACHES/SURRENDER/TERMINATION OF LICENSE AGREEMENT Clause in Contracts

BREACHES/SURRENDER/TERMINATION OF LICENSE AGREEMENT. 12.1 Surrender of License Agreement: (i) No partial surrender of the licensed space or part of the licensed space as detailed in Annexure-1 which has been handed over to the Licensee by DMRC shall be permissible during the currency of the License Agreement. (ii) The Licensee shall have option to surrender the license agreement after 01 (One) Year lock in period provided - a) The Licensee successfully completes initial 01 (One) Year lock in period. b) There is no arrear pending with the Licensee on the date of issue of surrender notice, or if otherwise approved by DMRC. c) DMRC receives a 180 days’ advance notice, in writing, from licensee for its intention to surrender the license agreement. Such notice of 180 days can be given as per the provisions of Clause No. 6.4, 6.5 & 6.6 of this license agreement and as per Clause No. 12.1 (iii), (iv) & (v) as given below. d) Licensee continues to pay all dues as per schedule to DMRC till the date of pre- mature closure of License Agreement. e) Licensee hand over peaceful possession of the all Licensed space to DMRC free from all encumbrances within 07 (seven) days from the termination of License agreement. If Licensee satisfies the above said conditions, DMRC shall terminate the Agreement and refund interest free Security Deposit/ Performance Security after adjusting any outstanding amount on the part of Licensee. (iii) There shall be a lock in period of 01 (One) Year from the date of commencement of License Agreement. The Licensee shall have option to exit from the License Agreement immediately after completion of the said lock in period. For it, the Licensee shall have to issue 180 days prior notice to DMRC. Such prior notice intimation can be given after 06 months however option to exit will be available only after 01 (One) Year. In this case, Security Deposit of the Licensee shall be refunded after adjusting the dues, if any, to be payable by Licensee. In this case, Interest free Security Deposit of the Licensee shall be refunded after adjusting the dues, if any, to be payable by the Licensee. DMRC may also recover the balance outstanding dues, if are more than Interest Free Security Deposit, from the other contracts of Licensee in DMRC. Balance outstanding dues, if are more than Interest Free Security Deposit, shall also be recoverable from the Licensee before Licensee is permitted to remove their establishment(s) or else DMRC will seize their machines/ property/ goods at nil / zero value. DMRC shall be free to dispose-off the said machines/ property/ goods in whatsoever manner as it deems fit. Licensee shall have no claim for compensation or consideration / damages on this account. (iv) If the Licensee is desirous of terminating the license hereby created before expiry of the lock-in period of 01 (One) Year, the License Agreement shall deemed to be terminated on the date mentioned in termination/ surrender notice, subject to confirmation by DMRC. In such a case, the balance Interest Free Security Deposit shall be forfeited in favour of DMRC after adjustment of outstanding dues, if any, payable to DMRC. No grace period shall be provided to Licensee in such a case. DMRC may also recover the balance outstanding dues, if are more than Interest Free Security Deposit, from the other contracts of Licensee in DMRC. Balance outstanding dues, if are more than Interest Free Security Deposit, shall also be recoverable from the Licensee before Licensee is permitted to remove their establishment(s) or else DMRC will seize their machines/ property/ goods at nil/ zero value. DMRC shall be free to dispose-off the said machines/ property/ goods in whatsoever manner as it deems fit. Licensee shall have no claim for compensation or consideration / damages on this account. (v) If the Licensee is desirous of terminating the license after expiry of lock-in period of one year without serving any prior intimation period or shorter intimation period than 01 (One) Year, the agreement shall deemed to be terminated on completion of such short / irregular intimation period. In such cases, the Interest Free Security Deposit shall be refunded to the Licensee after adjustment of license fee for period shorter than 180 days (notice period) and outstanding dues, if any. DMRC may also recover the balance outstanding dues, if are more than Interest Free Security Deposit, from the other contracts of Licensee in DMRC. Balance outstanding dues, if are more than Interest Free Security Deposit, shall also be recoverable from the licensee before Licensee is permitted to remove their establishment(s) or else DMRC will seize their machines/ property/ goods at nil / zero value. DMRC shall be free to dispose-off the said machines/ property/ goods in whatsoever manner as it deems fit. Licensee shall have no claim for compensation or consideration / damages on this account. 12.2 Breach of License Agreement/ Licensee’s Events of Default: Following shall be considered as Material Breach of the License Agreement by Licensee resulting in Licensee’s Events of Default: a) If the Licensee has failed to perform or discharge any of its obligations in accordance with the provisions of License Agreement, unless such event has occurred because of a Force Majeure Event, or due to reasons solely attributable to DMRC without any contributory factor of the Licensee. b) If the Licensee fails to pay License Fee, utility charges, penalty or Damage herein specified or any other due to be paid by the Licensee to DMRC by the stipulated date. c) If the Licensee during pendency of the License Agreement becomes insolvent or is put under receivership by a competent court. d) If the Licensee is in persistent non-compliance of the written instructions of a DMRC officials. e) If the Licensee or any of its representatives cause an incident or accident that results in injury or death to DMRC employees/ commuters or loss to DMRC property. f) If the Licensee is in violation of any of the other Clauses of License Agreement and after three written notice (unless otherwise specifically mentioned therein) from DMRC fails to cure the Default to the satisfaction of DMRC. g) If any representation made or warranties given by the Licensee under this Agreement is found to be false or misleading. h) If the Licensee engaging or knowingly has allowed any of its employees, agents to engage in any activity prohibited by law or which constitutes a breach of or an offence under any law, in the course of any activity undertaken pursuant to this Agreement. i) If the Licensee has created any encumbrance, charges or lien in favour of any person or agency, over the Licensed Space except expressly permitted under this Agreement. j) If a resolution for voluntary winding up has been passed by the shareholders of the Licensee. k) If any petition for winding up of the Licensee has been admitted and liquidator or provisional liquidator has been appointed or the Licensee has been ordered to wind up by Court of competent jurisdiction, except for the purpose of amalgamation or reconstruction with the prior consent of DMRC, provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed entity has unconditionally assumed all surviving obligations of the Licensee under this Agreement. l) If the Licensee has abandoned the Licensed Space. m) If the licensee violates the permitted usage of the Licensed Space as specified in this License Agreement.

BREACHES/SURRENDER/TERMINATION OF LICENSE AGREEMENT. 12.1 Surrender of License Agreement: (i) No partial surrender of the licensed space or part of the licensed space as detailed in Annexure-1 which has been handed over to the Licensee by DMRC shall be permissible during the currency of the License Agreement. (ii) The Licensee shall have option to surrender the license agreement after 01 (One) Year lock in period provided - a) The Licensee successfully completes initial 01 (One) Year lock in period. b) There is no arrear pending with the Licensee on the date of issue of surrender notice, or if otherwise approved by DMRC. c) DMRC receives a 180 days’ ‘ advance notice, in writing, from licensee for its intention to surrender the license agreement. Such notice of 180 days can be given as per the provisions of Clause No. 6.4, 6.5 & 6.6 of this license agreement and as per Clause No. 12.1 (iii), (iv) & (v) as given below. d) Licensee continues to pay all dues as per schedule to DMRC till the date of pre- mature closure of License Agreement. e) Licensee hand over peaceful possession of the all Licensed space to DMRC free from all encumbrances within 07 (seven) days from the termination of License agreement. If Licensee satisfies the above said conditions, DMRC shall terminate the Agreement and refund interest free Security Deposit/ Performance Security after adjusting any outstanding amount on the part of Licensee. (iii) There shall be a lock in period of 01 (One) Year from the date of commencement of License Agreement. The Licensee shall have option to exit from the License Agreement immediately after completion of the said lock in period. For it, the Licensee shall have to issue 180 days prior notice to DMRC. Such prior notice intimation can be given after 06 months however option to exit will be available only after 01 (One) Year. In this case, Security Deposit of the Licensee shall be refunded after adjusting the dues, if any, to be payable by Licensee. In this case, Interest free Security Deposit of the Licensee shall be refunded after adjusting the dues, if any, to be payable by the Licensee. DMRC may also recover the balance outstanding dues, if are more than Interest Free Security Deposit, from the other contracts of Licensee in DMRC. Balance outstanding dues, if are more than Interest Free Security Deposit, shall also be recoverable from the Licensee before Licensee is permitted to remove their establishment(s) or else DMRC will seize their machines/ property/ goods at nil / zero value. DMRC shall be free to dispose-off the said machines/ property/ goods in whatsoever manner as it deems fit. Licensee shall have no claim for compensation or consideration / damages on this account. (iv) If the Licensee is desirous of terminating the license hereby created before expiry of the lock-in period of 01 (One) Year, the License Agreement shall deemed to be terminated on the date mentioned in termination/ surrender notice, subject to confirmation by DMRC. In such a case, the balance Interest Free Security Deposit shall be forfeited in favour of DMRC after adjustment of outstanding dues, if any, payable to DMRC. No grace period shall be provided to Licensee in such a case. DMRC may also recover the balance outstanding dues, if are more than Interest Free Security Deposit, from the other contracts of Licensee in DMRC. Balance outstanding dues, if are more than Interest Free Security Deposit, shall also be recoverable from the Licensee before Licensee is permitted to remove their establishment(s) or else DMRC will seize their machines/ property/ goods at nil/ zero value. DMRC shall be free to dispose-off the said machines/ property/ goods in whatsoever manner as it deems fit. Licensee shall have no claim for compensation or consideration / damages on this account. (v) If the Licensee is desirous of terminating the license after expiry of lock-in period of one year without serving any prior intimation period period/notice or shorter intimation period than 01 (One) Year180 days, the agreement shall deemed to be terminated on completion of such short / irregular intimation period. In such cases, the Interest Free Security Deposit shall be refunded to the Licensee after adjustment of license fee for period shorter than 180 days (notice period) and outstanding dues, if any. DMRC may also recover the balance outstanding dues, if are more than Interest Free Security Deposit, from the other contracts of Licensee in DMRC. Balance outstanding dues, if are more than Interest Free Security Deposit, shall also be recoverable from the licensee before Licensee is permitted to remove their establishment(s) or else DMRC will seize their machines/ property/ goods at nil / zero value. DMRC shall be free to dispose-off the said machines/ property/ goods in whatsoever manner as it deems fit. Licensee shall have no claim for compensation or consideration / damages on this account. 12.2 Breach of License Agreement/ Licensee’s Licensee‘s Events of Default: Following shall be considered as Material Breach of the License Agreement by Licensee resulting in Licensee’s Licensee‘s Events of Default: a) If the Licensee has failed to perform or discharge any of its obligations in accordance with the provisions of License Agreement, unless such event has occurred because of a Force Majeure Event, or due to reasons solely attributable to DMRC without any contributory factor of the Licensee. b) If the Licensee fails to pay License Fee, utility charges, penalty or Damage herein specified or any other due to be paid by the Licensee to DMRC by the stipulated date. c) If the Licensee during pendency of the License Agreement becomes insolvent or is put under receivership by a competent court. d) If the Licensee is in persistent non-compliance of the written instructions of a DMRC officials. e) If the Licensee or any of its representatives cause an incident or accident that results in injury or death to DMRC employees/ commuters or loss to DMRC property. f) If the Licensee is in violation of any of the other Clauses of License Agreement and after three written notice (unless otherwise specifically mentioned therein) from DMRC fails to cure the Default to the satisfaction of DMRC. g) If any representation made or warranties given by the Licensee under this Agreement is found to be false or misleading. h) If the Licensee engaging or knowingly has allowed any of its employees, agents to engage in any activity prohibited by law or which constitutes a breach of or an offence under any law, in the course of any activity undertaken pursuant to this Agreement. i) If the Licensee has created any encumbrance, charges or lien in favour of any person or agency, over the Licensed Space except expressly permitted under this Agreement. j) If a resolution for voluntary winding up has been passed by the shareholders of the Licensee. k) If any petition for winding up of the Licensee has been admitted and liquidator or provisional liquidator has been appointed or the Licensee has been ordered to wind up by Court of competent jurisdiction, except for the purpose of amalgamation or reconstruction with the prior consent of DMRC, provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed entity has unconditionally assumed all surviving obligations of the Licensee under this Agreement. l) If the Licensee has abandoned the Licensed Space. m) If the licensee violates the permitted usage of the Licensed Space as specified in this License Agreement. n) The registration of License agreements shall be done within 30 days of signing of agreement by the licensee (registration fees, stamp duty etc to be fully borne by the licensee) and the duly registered documents to be submitted to DMRC for records. In the case the registration of the license agreement/amendment is not within the 30 days of signing of license agreement/amendment, it shall be treated as ―Material Breach of Contract‖. o) Non-payment of property tax as per clause 7.4(d) of this license agreement. 12.3 Termination of License Agreement by DMRC: Provided that in the event of application of clauses 12.2 (a), (b), & (n) above, DMRC shall give to the Licensee 15 to 30 days time as applicable to cure the default prior to considering the events specified therein as Licensee‘s events of default and in the event the Licensee remedies the default to the satisfaction of the DMRC within the cure period, the event shall not be considered as a Licensee Event of Default. In case the licensee fails to remedies the default to the satisfaction of the DMRC within the cure period, then DMRC shall be within its rights to disconnect the utility services & terminate the License Agreement. Moreover in the event of default as per the other sub clause of clause 12.2 DMRC may terminate the license agreement with immediate effect. The Licensee voluntarily agrees not to seek any claim, compensation, damages or any other consideration whatsoever on any ground in this regard.

BREACHES/SURRENDER/TERMINATION OF LICENSE AGREEMENT. 12.1 Surrender of License Agreement: (i) No partial surrender of the licensed space or part of the licensed space as detailed in Annexure-1 which has been handed over to the Licensee by DMRC shall be permissible during the currency of the License Agreement. (ii) The Licensee shall have option to surrender the license agreement after 01 (One) Year lock in period provided - a) The Licensee successfully completes initial 01 (One) Year lock in period. b) There is no arrear pending with the Licensee on the date of issue of surrender notice, or if otherwise approved by DMRC. c) DMRC receives a 180 days’ advance notice, in writing, from licensee for its intention to surrender the license agreement. Such notice of 180 days can be given as per the provisions of Clause No. 6.4, 6.5 & 6.6 of this license agreement and as per Clause No. 12.1 (iii), (iv) & (v) as given below. d) Licensee continues to pay all dues as per schedule to DMRC till the date of pre- mature closure of License Agreement. e) Licensee hand over peaceful possession of the all Licensed space to DMRC free from all encumbrances within 07 (seven) days from the termination of License agreement. If Licensee satisfies the above said conditions, DMRC shall terminate the Agreement and refund interest free Security Deposit/ Performance Security after adjusting any outstanding amount on the part of Licensee. (iii) There shall be a lock in period of 01 (One) Year from the date of commencement of License Agreement. The Licensee shall have option to exit from the License Agreement immediately after completion of the said lock in period. For it, the Licensee shall have to issue 180 days prior notice to DMRC. Such prior notice intimation can be given after 06 months however option to exit will be available only after 01 (One) Year. In this case, Security Deposit of the Licensee shall be refunded after adjusting the dues, if any, to be payable by Licensee. In this case, Interest free Security Deposit of the Licensee shall be refunded after adjusting the dues, if any, to be payable by the Licensee. DMRC may also recover the balance outstanding dues, if are more than Interest Free Security Deposit, from the other contracts of Licensee in DMRC. Balance outstanding dues, if are more than Interest Free Security Deposit, shall also be recoverable from the Licensee before Licensee is permitted to remove their establishment(s) or else DMRC will seize their machines/ property/ goods at nil / zero value. DMRC shall be free to dispose-off the said machines/ property/ goods in whatsoever manner as it deems fit. Licensee shall have no claim for compensation or consideration / damages on this account. (iv) If the Licensee is desirous of terminating the license hereby created before expiry of the lock-in period of 01 (One) Year, the License Agreement shall deemed to be terminated on the date mentioned in termination/ surrender notice, subject to confirmation by DMRC. In such a case, the balance Interest Free Security Deposit shall be forfeited in favour of DMRC after adjustment of outstanding dues, if any, payable to DMRC. No grace period shall be provided to Licensee in such a case. DMRC may also recover the balance outstanding dues, if are more than Interest Free Security Deposit, from the other contracts of Licensee in DMRC. Balance outstanding dues, if are more than Interest Free Security Deposit, shall also be recoverable from the Licensee before Licensee is permitted to remove their establishment(s) or else DMRC will seize their machines/ property/ goods at nil/ zero value. DMRC shall be free to dispose-off the said machines/ property/ goods in whatsoever manner as it deems fit. Licensee shall have no claim for compensation or consideration / damages on this account. (v) If the Licensee is desirous of terminating the license after expiry of lock-in period of one year without serving any prior intimation period period/notice or shorter intimation period than 01 (One) Year180 days, the agreement shall deemed to be terminated on completion of such short / irregular intimation period. In such cases, the Interest Free Security Deposit shall be refunded to the Licensee after adjustment of license fee for period shorter than 180 days (notice period) and outstanding dues, if any. DMRC may also recover the balance outstanding dues, if are more than Interest Free Security Deposit, from the other contracts of Licensee in DMRC. Balance outstanding dues, if are more than Interest Free Security Deposit, shall also be recoverable from the licensee before Licensee is permitted to remove their establishment(s) or else DMRC will seize their machines/ property/ goods at nil / zero value. DMRC shall be free to dispose-off the said machines/ property/ goods in whatsoever manner as it deems fit. Licensee shall have no claim for compensation or consideration / damages on this account. 12.2 Breach of License Agreement/ Licensee’s Events of Default: Following shall be considered as Material Breach of the License Agreement by Licensee resulting in Licensee’s Events of Default: a) If the Licensee has failed to perform or discharge any of its obligations in accordance with the provisions of License Agreement, unless such event has occurred because of a Force Majeure Event, or due to reasons solely attributable to DMRC without any contributory factor of the Licensee. b) If the Licensee fails to pay License Fee, utility charges, penalty or Damage herein specified or any other due to be paid by the Licensee to DMRC by the stipulated date. c) If the Licensee during pendency of the License Agreement becomes insolvent or is put under receivership by a competent court. d) If the Licensee is in persistent non-compliance of the written instructions of a DMRC officials. e) If the Licensee or any of its representatives cause an incident or accident that results in injury or death to DMRC employees/ commuters or loss to DMRC property. f) If the Licensee is in violation of any of the other Clauses of License Agreement and after three written notice (unless otherwise specifically mentioned therein) from DMRC fails to cure the Default to the satisfaction of DMRC. g) If any representation made or warranties given by the Licensee under this Agreement is found to be false or misleading. h) If the Licensee engaging or knowingly has allowed any of its employees, agents to engage in any activity prohibited by law or which constitutes a breach of or an offence under any law, in the course of any activity undertaken pursuant to this Agreement. i) If the Licensee has created any encumbrance, charges or lien in favour of any person or agency, over the Licensed Space except expressly permitted under this Agreement. j) If a resolution for voluntary winding up has been passed by the shareholders of the Licensee. k) If any petition for winding up of the Licensee has been admitted and liquidator or provisional liquidator has been appointed or the Licensee has been ordered to wind up by Court of competent jurisdiction, except for the purpose of amalgamation or reconstruction with the prior consent of DMRC, provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed entity has unconditionally assumed all surviving obligations of the Licensee under this Agreement. l) If the Licensee has abandoned the Licensed Space. m) If the licensee violates the permitted usage of the Licensed Space as specified in this License Agreement.