Common use of Concessionaire Event of Default Clause in Contracts

Concessionaire Event of Default. The Concessionaire Event of Default means any of the following events unless such an event has occurred as a consequence of the Authority’s Event of Default or a Force Majeure Event: (i) the Concessionaire’s and/or Preferred Bidder’s is in/commits a Material Breach of this Agreement . (ii) the Concessionaire’s failure to perform or discharge any of its obligations under any other Transaction Documents, which has or is likely to have a Material Adverse Effect. (iii) any representation made or warranties given by the Concessionaire/Preferred Bidder under this Agreement are found to be false or misleading. (iv) the Concessionaire passing a resolution for voluntary winding up. (v) appointment of a provisional liquidator, administrator, trustee or receiver of the whole or substantially whole of the undertaking of the Concessionaire by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings. (vi) levy of an execution or destraint on the Concessionaire assets which has or is likely to have Material Adverse Effect and such execution or destraint remaining in force for a period exceeding 30 Days or any authority, regulatory body, court , tribunal or judicial authority passing or issuing any order or direction against the Concessionaire which would have an or likely to have an Material Adverse Effect on the project or the ability of the Concessionaire to comply with or discharge the obligations and responsibilities under this Agreement. . (vii) amalgamation of the Concessionaire with any other company or reconstruction or transfer of the whole or part of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business) without the Authority’s prior written approval, provided, if the amalgamated entity, reconstructed entity or the transferee as the case may be, has the financial and technical ability demonstrated to the satisfaction of the Authority, to undertake, perform/discharge the obligations of the Concessionaire under this Agreement, necessary approval shall be granted by the Authority. (viii) the Concessionaire engaging or knowingly allowing any of its employees, agents, Contractor or representative 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. (ix) the Concessionaire repudiates this Agreement or otherwise takes any action or evinces or conveys an intention not to be bound by this Agreement. (x) the Concessionaire has not rectified the default in payment as per the clause 8.2.2 (i) of this Agreement .

Concessionaire Event of Default. The Concessionaire Event of Default means any of the following events unless such an event has occurred as a consequence of the Authority’s Event of Default or a Force Majeure Event: (i) the Concessionaire’s and/or Preferred Bidder’s is in/commits Selected Bidder commit a Material Breach of this Agreement Agreement. (ii) the Concessionaire’s failure to perform or discharge any of its obligations under any other Transaction Documents, which has or is likely to have a Material Adverse Effect. (iii) any representation made or warranties given by the Concessionaire/Preferred Selected Bidder under this Agreement are found to be false or misleading. (iv) the Concessionaire passing a resolution for voluntary winding up. (v) appointment of a provisional liquidator, administrator, trustee or receiver of the whole or substantially whole of the undertaking of the Concessionaire by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings. (vi) levy of an execution or destraint on the Concessionaire assets which has or is likely to have Material Adverse Effect and such execution or destraint remaining in force for a period exceeding 30 Days days or any authority, regulatory body, court , tribunal or judicial authority passing or issuing any order or direction against the Concessionaire which would have an or likely to have an Material Adverse Effect on the project or the ability of the Concessionaire to comply with or discharge the obligations and responsibilities under this Agreement. . (vii) amalgamation of the Concessionaire with any other company or reconstruction or transfer of the whole or part of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business) without the Authority’s prior written approval, provided, if the amalgamated entity, reconstructed entity or the transferee as the case may be, has the financial and technical ability demonstrated to the satisfaction of the Authority, to undertake, perform/discharge the obligations of the Concessionaire under this Agreement, necessary approval shall be granted by the Authority. (viii) the Concessionaire engaging or knowingly allowing any of its employees, agents, Contractor or representative 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. (ix) the Concessionaire repudiates this Agreement or otherwise takes any action or evinces or conveys an intention not to be bound by this Agreement. (x) the Concessionaire has not rectified the default in payment as per the clause 8.2.2 (i) of this Agreement Agreement.

Concessionaire Event of Default. The Concessionaire Event of Default means any Each of the following events unless such an event has occurred as or circumstances, to the extent not caused by a consequence default of the Authority or Force Majeure and if not cured within the “Cure Period” which shall be 60 (sixty) days from the date of notice of default (the “Default Notice”) from the Authority’s , shall be considered for the purpose of this Agreement as Event of Default or a Force Majeure Event:of the Concessionaire (“Concessionaire Events of Default”): (i) the Concessionaire’s and/or Preferred Bidder’s The Concessionaire is in/commits a Material Breach of this Agreement . (ii) the Concessionaire’s failure to perform or discharge any in breach of its obligations under any other Transaction Documentsthis Concession Agreement, which has or is likely to have a Material Adverse EffectEffect upon the Authority or the Project. (iiiii) The Concessionaire is in breach of any representation or warranty made or warranties given by the Concessionaire/Preferred Bidder under this Agreement are found to be false or misleadingit repudiates this Concession Agreement. (iii) The Concessionaire fails to meet the progressive milestones set forth in the Project Implementation Schedule or amendments thereto as provided for in this Concession Agreement. iv) The Concessionaire abandons the Project or any of its material obligations as provided under this Agreement. v) The Concessionaire not issuing, renewing, replacing or providing the Performance Security in accordance with the terms of this Agreement vi) The Concessionaire fails to pay Annual Concession Fee, as applicable. vii) The Concessionaire does not comply with its Minimum Equity Requirements under Article 8.2. viii) The Concessionaire fails to undertake the Minimum Development Obligations as mentioned in this Agreement; ix) The Concessionaire fails to achieve Financial Close within the stipulated time period of 90 days from the Proposal Acceptance Date, unless expressly extended by the Authority. x) A Lender recalls its loan under the Financing Documents on the ground that the Concessionaire passing a resolution for voluntary winding uphas defaulted on its obligations to the Lender under the Financing Documents. xi) The Concessionaire creates any Encumbrances, charges or lien in respect of Project/Project Site or ant part thereof in favour of any Person, save and except as otherwise expressly permitted in this Concession Agreement. xii) Any transfer pursuant to law of either (va) appointment of a provisional liquidator, administrator, trustee or receiver the rights and/or obligations of the whole Concessionaire under this Concession Agreements and/ or substantially whole (b) all or material part of the assets or undertaking of the Concessionaire Concessionaire; except (i) to the extent permitted by a court this Concession Agreement or (ii) where any such transfer, in the reasonable opinion of competent jurisdiction in proceedings for winding up or any other legal proceedings. (vi) levy of an execution or destraint on the Concessionaire assets which has or is likely to have Material Adverse Effect and such execution or destraint remaining in force for a period exceeding 30 Days or any authorityAuthority, regulatory body, court , tribunal or judicial authority passing or issuing any order or direction against the Concessionaire which would have an or likely to have an Material Adverse Effect on the project or does not affect the ability of the Concessionaire to comply with or discharge the perform its obligations and responsibilities under this Concession Agreement. . (viixiii) amalgamation A resolution is passed by the shareholders of the Concessionaire with any other company or reconstruction or transfer of for the whole or part voluntary winding up of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business; xiv) without the Authority’s prior written approval, provided, The Concessionaire is adjudged bankrupt or insolvent or if the amalgamated entity, reconstructed entity a trustee or the transferee as the case may be, has the financial and technical ability demonstrated to the satisfaction of the Authority, to undertake, perform/discharge the obligations of receiver is appointed for the Concessionaire under this Agreement, necessary approval shall be granted by the Authority. (viii) the Concessionaire engaging or knowingly allowing for any of its employees, agents, Contractor or representative to engage in any activity prohibited by law or which constitutes property that has a breach of or an offence under any law, in material bearing on the course of any activity undertaken pursuant to this Agreement. (ix) the Concessionaire repudiates this Agreement or otherwise takes any action or evinces or conveys an intention not to be bound by this Agreement. (x) the Concessionaire has not rectified the default in payment as per the clause 8.2.2 (i) of this Agreement .Project;

Concessionaire Event of Default. The Concessionaire Event of Default means any of the following events unless such an event has occurred as a consequence of the Authority’s Event of Default or a Force Majeure Event: (i) the Concessionaire’s and/or Preferred Bidder’s is in/commits a Material Breach of this Agreement . (ii) the Concessionaire’s failure to perform or discharge any of its obligations under any other Transaction Documents, which has or is likely to have a Material Adverse Effect. (iii) any representation made or warranties given by the Concessionaire/Preferred Bidder under this Agreement are found to be false or misleading. (iv) the Concessionaire passing a resolution for voluntary winding up. (v) appointment of a provisional liquidator, administrator, trustee or receiver of the whole or substantially whole of the undertaking of the Concessionaire by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings. (vi) levy of an execution or destraint on the Concessionaire assets which has or is likely to have Material Adverse Effect and such execution or destraint remaining in force for a period exceeding 30 Days days or any authority, regulatory body, court , tribunal or judicial authority passing or issuing any order or direction against the Concessionaire which would have an or likely to have an Material Adverse Effect on the project or the ability of the Concessionaire to comply with or discharge the obligations and responsibilities under this Agreement. . (vii) amalgamation of the Concessionaire with any other company or reconstruction or transfer of the whole or part of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business) without the Authority’s prior written approval, provided, if the amalgamated entity, reconstructed entity or the transferee as the case may be, has the financial and technical ability demonstrated to the satisfaction of the Authority, to undertake, perform/discharge the obligations of the Concessionaire under this Agreement, necessary approval shall be granted by the Authority. (viii) the Concessionaire engaging or knowingly allowing any of its employees, agents, Contractor or representative 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. (ix) the Concessionaire repudiates this Agreement or otherwise takes any action or evinces or conveys an intention not to be bound by this Agreement. (x) the Concessionaire has not rectified the default in payment as per the clause 8.2.2 (i) of this Agreement .

Concessionaire Event of Default. The Concessionaire Event of Default means any of the following events unless such an event has occurred as a consequence of the Concessioning Authority’s Event of Default or a Force Majeure Event: (i) the Concessionaire’s and/or Preferred Bidder’s is in/commits a Material Breach repudiation or failure to perform or discharge any of its obligations in accordance with the provisions of this Agreement .Agreement (ii) the Concessionaire’s failure to perform or discharge any of its obligations under any other Transaction Documents, which has or is likely to have a Material Adverse Effect. (iii) any representation made or warranties given by the Concessionaire/Preferred Bidder Concessionaire under this Agreement are is found to be false or misleadingmisleading or incorrect. (iv) the Concessionaire passing a resolution for voluntary winding up. (v) appointment of a provisional liquidator, administrator, trustee or receiver of the whole or substantially whole of the undertaking of the Concessionaire by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings. (vi) levy of an execution or destraint on the Concessionaire assets Concessionaire’s Assets which has or is likely to have Material Adverse Effect and such execution or destraint remaining in force for a period exceeding 30 Days days or any authority, regulatory bodybody , court , tribunal or judicial authority passing or issuing any order or direction against the Concessionaire which would have an or likely to have an Material Adverse Effect on the project or the ability of the Concessionaire to comply with or discharge the obligations and responsibilities under this Agreement. . (vii) amalgamation of the Concessionaire with any other company or reconstruction or transfer of the whole or part of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business) without the Concessioning Authority’s prior written approval, provided, if the amalgamated entity, reconstructed entity or the transferee as the case may be, has the financial and technical ability demonstrated to the satisfaction of the Concessioning Authority, to undertake, perform/discharge the obligations of the Concessionaire under this Agreement, necessary approval shall be granted by the Concessioning Authority. (viii) the Concessionaire engaging or knowingly allowing any of its employees, agents, Contractor or representative 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. (ix) the Concessionaire repudiates this Agreement or otherwise takes any action or evinces or conveys an intention not to be bound by this Agreement. (x) the Concessionaire has not rectified the default in payment as per the clause 8.2.2 (i) of delayed payment, if any, that has fallen due under this Agreement beyond the specified period or if not so specified beyond 60 (sixty) days.

Concessionaire Event of Default. The Concessionaire Event of Default means any Any of the following events shall constitute an event of default by the Concessionaire ("Concessionaire Event of Default") unless such an event has occurred as a consequence result of the Authority’s Event of Default or a Force Majeure Event:; (i1) The Concessionaire fails to commence the Concessionaire’s and/or Preferred Bidder’s is in/commits a Material Breach of this Agreement Construction Works within 30 days from the Commencement Date. (ii2) The Concessionaire fails to achieve COD within 180 days from the Concessionaire’s failure to perform or discharge any of its obligations under any other Transaction Documents, which has or is likely to have a Material Adverse EffectScheduled Project Completion Date. (iii3) any Any representation made or warranties given by the Concessionaire/Preferred Bidder Concessionaire under this Agreement are is found to be false or misleading. (iv4) The Concessionaire creates any Encumbrance on the Concessionaire passing a resolution for voluntary winding upProject Site/ Project Facility in favour of any Person, save and except as otherwise expressly permitted under Article 21.1. (v5) appointment of a provisional liquidator, administrator, trustee or receiver The aggregate shareholding of the whole or substantially whole members of the undertaking Consortium falls below the minimum prescribed under Article 20. (6) The transfer, pursuant to law of either (a) the rights and/or obligations of the Concessionaire under any of the Project Agreements, or (b) all or material part of the Concessionaire except where such transfer in the reasonable opinion of MMC does not affect the ability of the Concessionaire to perform, and the Concessionaire has the financial and technical capability to perform, its material obligations under the Project Agreements. (7) A resolution is passed by the shareholders of the Concessionaire for the voluntary winding up of the Concessionaire. (8) Any petition for winding up of the Concessionaire is admitted by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings. (vi) levy of an execution or destraint on the Concessionaire is ordered to be wound up by Court except for the purpose of amalgamation or reconstruction, provided that, as part of such amalgamation or reconstruction, the property, assets which has or is likely to have Material Adverse Effect and such execution or destraint remaining in force for a period exceeding 30 Days or any authority, regulatory body, court , tribunal or judicial authority passing or issuing any order or direction against the Concessionaire which would have an or likely to have an Material Adverse Effect on the project or the ability undertaking of the Concessionaire are transferred to comply with or discharge the obligations and responsibilities under this Agreement. . (vii) amalgamation of the Concessionaire with any other company or reconstruction or transfer of the whole or part of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business) without the Authority’s prior written approval, provided, if the amalgamated entity, or reconstructed entity and that the amalgamated or the transferee as the case may be, reconstructed entity has the financial and technical ability demonstrated to the satisfaction of the Authority, to undertake, perform/discharge unconditionally assumed the obligations of the Concessionaire under this AgreementAgreement and the Project Agreements, and provided that: (i) the amalgamated or reconstructed entity has the technical capability and operating experience necessary approval shall be granted by for the Authorityperformance of its obligations under this Agreement and the Project Agreements; (ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and the Project Agreements and has a credit worthiness at least as good as that of the Concessionaire as at Commencement Date; and (iii) each of the Project Agreements remains in full force and effect. (viii9) A default has occurred under any of the Financing Documents and any of the Lenders has recalled its financial assistance and demanded payment of the amounts outstanding under the Financing Documents or any of them as applicable. (10) The Concessionaire suspends or abandons the operations of the Project without the prior consent of MMC, provided that the Concessionaire engaging shall be deemed not to have suspended/ abandoned operation if such suspension/ abandonment was (i) as a result of Force Majeure Event and is only for the period such Force Majeure is continuing, or knowingly allowing any (ii) is on account of its employees, agents, Contractor or representative to engage in any activity prohibited by law or which constitutes a breach of or an offence its obligations under any law, in the course of any activity undertaken pursuant to this AgreementAgreement by MMC. (ix11) the The Concessionaire repudiates this Agreement or otherwise takes any action or evinces or conveys evidences an intention not to be bound by this Agreement. (x12) The Concessionaire suffers an attachment being levied on any of its assets causing a Material Adverse Affect on the Project and such attachment continues for a period exceeding 45 days. (13) The Concessionaire fails to pay Slaughtering Fee, Annuity and any Premium installment, as applicable, as per the terms of this Agreement. (14) Subject to Clauses 3.1(c ) and 3.4.2, the Concessionaire has not rectified delayed any payment that has fallen due under this Agreement and if such delay exceeds 90 (ninety) days. (15) The Concessionaire fails to procure and maintain the default in payment Performance Security as per the clause 8.2.2 (i) terms of this Agreement Agreement. (16) The Concessionaire is otherwise in Material Breach of this Agreement.

Concessionaire Event of Default. The Concessionaire Event of Default means any Any of the following events shall constitute an event of default by the Concessionaire ("Concessionaire Event of Default") unless such an event has occurred as a consequence result of the Authority’s Event of Default or a Force Majeure Event:; (i1) The Concessionaire fails to commence the Concessionaire’s and/or Preferred Bidder’s is in/commits a Material Breach of this Agreement Construction Works within 30 days from the Commencement Date. (ii2) The Concessionaire fails to achieve COD within 180 days from the Concessionaire’s failure to perform or discharge any of its obligations under any other Transaction Documents, which has or is likely to have a Material Adverse EffectScheduled Project Completion Date. (iii3) any Any representation made or warranties given by the Concessionaire/Preferred Bidder Concessionaire under this Agreement are is found to be false or misleading. (iv4) The Concessionaire creates any Encumbrance on the Concessionaire passing a resolution for voluntary winding upProject Site/ Project Facility in favour of any Person save and except as otherwise expressly permitted under Article 21.1. (v5) appointment of a provisional liquidator, administrator, trustee or receiver The aggregate shareholding of the whole or substantially whole members of the undertaking Consortium falls below the minimum prescribed under Article 20. (6) The transfer, pursuant to law of either (a) the rights and/or obligations of the Concessionaire under any of the Project Agreements, or (b) all or material part of the Concessionaire except where such transfer in the reasonable opinion of JMC does not affect the ability of the Concessionaire to perform, and the Concessionaire has the financial and technical capability to perform, its material obligations under the Project Agreements. (7) A resolution is passed by the shareholders of the Concessionaire for the voluntary winding up of the Concessionaire. (8) Any petition for winding up of the Concessionaire is admitted by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings. (vi) levy of an execution or destraint on the Concessionaire is ordered to be wound up by Court except for the purpose of amalgamation or reconstruction, provided that, as part of such amalgamation or reconstruction, the property, assets which has or is likely to have Material Adverse Effect and such execution or destraint remaining in force for a period exceeding 30 Days or any authority, regulatory body, court , tribunal or judicial authority passing or issuing any order or direction against the Concessionaire which would have an or likely to have an Material Adverse Effect on the project or the ability undertaking of the Concessionaire are transferred to comply with or discharge the obligations and responsibilities under this Agreement. . (vii) amalgamation of the Concessionaire with any other company or reconstruction or transfer of the whole or part of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business) without the Authority’s prior written approval, provided, if the amalgamated entity, or reconstructed entity and that the amalgamated or the transferee as the case may be, reconstructed entity has the financial and technical ability demonstrated to the satisfaction of the Authority, to undertake, perform/discharge unconditionally assumed the obligations of the Concessionaire under this AgreementAgreement and the Project Agreements, and provided that: (i) the amalgamated or reconstructed entity has the technical capability and operating experience necessary approval shall be granted by for the Authorityperformance of its obligations under this Agreement and the Project Agreements; (ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and the Project Agreements and has a credit worthiness at least as good as that of the Concessionaire as at Commencement Date; and (iii) each of the Project Agreements remains in full force and effect. (viii9) A default has occurred under any of the Financing Documents and any of the Lenders has recalled its financial assistance and demanded payment of the amounts outstanding under the Financing Documents or any of them as applicable. (10) The Concessionaire suspends or abandons the operations of the Project without the prior written consent of JMC, provided that the Concessionaire engaging shall be deemed not to have suspended/ abandoned operation if such suspension/ abandonment was (i) as a result of Force Majeure Event and is only for the period such Force Majeure is continuing, or knowingly allowing any (ii) is on account of its employees, agents, Contractor or representative to engage in any activity prohibited by law or which constitutes a breach of or an offence its obligations under any law, in the course of any activity undertaken pursuant to this AgreementAgreement by JMC. (ix11) the The Concessionaire repudiates this Agreement or otherwise takes any action or evinces or conveys evidences an intention not to be bound by this Agreement. (x12) The Concessionaire suffers an attachment being levied on any of its assets causing a Material Adverse Affect on the Project and such attachment continues for a period exceeding 45 days. (13) The Concessionaire has not rectified fails to pay Slaughtering Fee or the default in payment Annuity, as applicable, as per the clause 8.2.2 (i) terms of this Agreement. (14) The Concessionaire has delayed any payment that has fallen due under this Agreement and if such delay exceeds 90 (ninety) days. (15) The Concessionaire fails to procure and maintain the Performance Security as per the terms of this Agreement. (16) The Concessionaire is otherwise in Material Breach of this Agreement.

Concessionaire Event of Default. The Concessionaire Event of Default means any of the following events unless such an event has occurred as a consequence of the Grantor / Authority’s Event of Default or a Force Majeure Event: (i) the Concessionaire’s Concessionaire and/or Preferred Bidder’s is in/Bidder commits a Material Breach of this Agreement Agreement. (ii) the Concessionaire’s failure to perform or discharge any of its obligations under any other Transaction Documents, which has or is likely to have a Material Adverse Effect. (iii) any representation made or warranties given by the Concessionaire/Preferred Bidder under this Agreement are found to be false or misleading. (iv) the Concessionaire passing a resolution for voluntary winding up. (v) appointment of a provisional liquidator, administrator, trustee or receiver of the whole or substantially whole of the undertaking of the Concessionaire by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings. (vi) levy of an execution or destraint distraint on the Concessionaire assets which has or is likely to have Material Adverse Effect and such execution or destraint distraint remaining in force for a period exceeding 30 Days or any authority, regulatory body, court court, tribunal or judicial authority passing or issuing any order or direction against the Concessionaire which would have an or likely to have an Material Adverse Effect on the project or the ability of the Concessionaire to comply with or discharge the obligations and responsibilities under this Agreement. . (vii) amalgamation of the Concessionaire with any other company or reconstruction or transfer of the whole or part of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business) without the Grantor / Authority’s prior written approval, provided, if the amalgamated entity, reconstructed entity or the transferee as the case may be, has the financial and technical ability demonstrated to the satisfaction of the Authority, to undertake, perform/discharge the obligations of the Concessionaire under this Agreement, necessary approval shall be granted by the Authority. (viii) the Concessionaire engaging or knowingly allowing any of its employees, agents, Contractor or representative 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. (ix) the Concessionaire repudiates this Agreement or otherwise takes any action or evinces or conveys an intention not to be bound by this Agreement. (x) the Concessionaire has not rectified the default in payment as per the clause 8.2.2 (i) of this Agreement payment.

Concessionaire Event of Default. The Concessionaire Event of Default means any Any of the following events shall constitute an event of default by the Concessionaire ("Concessionaire Events of Default") unless such an event has occurred as a consequence result of the Authority’s a DTIDCL Event of Default or a Force Majeure Event:; (i1) The Concessionaire fails to commence the Concessionaire’s and/or Preferred Bidder’s is in/commits a Material Breach of this Agreement construction works within 60 days from the Commencement Date. (ii2) The Concessionaire fails to achieve the Concessionaire’s failure to perform or discharge any of its obligations under any other Transaction Documents, which has or is likely to have a Material Adverse Effectfinal COD within 20 months from the Commencement Date. (iii3) any Any representation made or warranties warranty given by the Concessionaire/Preferred Bidder Concessionaire under this Agreement are is found to be false or misleading. (iv4) The aggregate shareholding of the existing shareholders of the Concessionaire passing a resolution for voluntary winding upfalls below the minimum prescribed under Clause 19.1 (xi). (v5) appointment The transfer, pursuant to law of a provisional liquidator, administrator, trustee or receiver of either (a) the whole or substantially whole of the undertaking rights and/or obligations of the Concessionaire under any of the Project Agreements, or (b) all or material part of the Concessionaire except where such transfer in the reasonable opinion of DTIDCL does not affect the ability of the Concessionaire to perform, and the Concessionaire has the financial and technical capability to perform its material obligations under the Project Agreements. (6) A resolution is passed by the shareholders of the Concessionaire for the voluntary winding up of the Concessionaire. (7) Any petition for winding up of the Concessionaire is admitted by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings. (vi) levy of an execution or destraint on the Concessionaire is ordered to be wound up by Court except for the purpose of amalgamation or reconstruction, provided that, as part of such amalgamation or reconstruction, the property, assets which has or is likely to have Material Adverse Effect and such execution or destraint remaining in force for a period exceeding 30 Days or any authority, regulatory body, court , tribunal or judicial authority passing or issuing any order or direction against the Concessionaire which would have an or likely to have an Material Adverse Effect on the project or the ability undertaking of the Concessionaire are transferred to comply with or discharge the obligations and responsibilities under this Agreement. . (vii) amalgamation of the Concessionaire with any other company or reconstruction or transfer of the whole or part of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business) without the Authority’s prior written approval, provided, if the amalgamated entity, or reconstructed entity and that the amalgamated or the transferee as the case may be, reconstructed entity has the financial and technical ability demonstrated to the satisfaction of the Authority, to undertake, perform/discharge unconditionally assumed the obligations of the Concessionaire under this AgreementAgreement and the Project Agreements, and provided that: (i) the amalgamated or reconstructed entity has the technical capability and operating experience necessary approval shall be granted by for the Authorityperformance of its obligations under this Agreement and the Project Agreements; (ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and the Project Agreements and has a creditworthiness at least as good as that of the Concessionaire as at the Commencement Date; and (iii) each of the Project Agreements remains in full force and effect. (viii8) A default has occurred under any of the Financing Documents and any of the Lenders has recalled its financial assistance and demanded payment of the amounts outstanding under the Financing Documents or any of them as applicable. (9) The Concessionaire suspends or abandons the operations of the Project without the prior consent of DTIDCL, provided that the Concessionaire engaging shall be deemed not to have suspended/ abandoned operation if such suspension/ abandonment was (i) as a result of Force Majeure Event and is only for the period such Force Majeure Event is continuing, or knowingly allowing any (ii) on account of a breach by DTIDCL of its employees, agents, Contractor or representative to engage in any activity prohibited by law or which constitutes a breach of or an offence obligations under any law, in the course of any activity undertaken pursuant to this Agreement. (ix10) the The Concessionaire repudiates this Agreement or otherwise takes any action or evinces or conveys evidences an intention not to be bound by this Agreement. (x11) The Concessionaire suffers an attachment being levied on any of its assets causing a Material Adverse Affect on the Project and such attachment continues for a period exceeding 60 days. (12) The Concessionaire has not rectified neglected or failed to regularly and properly maintain the default Project Assets in clean and hygienic conditions and to keep the Bus Shelters in a state of good repair at its own cost. (13) The Concessionaire has delayed any payment as per the clause 8.2.2 that has fallen due under this Agreement and if such delay exceeds 90 (ininety) days. (14) The Concessionaire is otherwise in Material Breach of this Agreement and wishes to surrender. The surrender will be accepted for complete package of the Bus Shelters only and not partly. (15) The Concessionaire enters into with his Agent/Client, a transaction which in the opinion of DTIDCL is not an Arms Length Transaction as defined in Clause 10.1 (b) herein. (16) Any breach of terms and conditions of this Agreement.

Concessionaire Event of Default. The Concessionaire Event of Default means any 14.2.1 Each of the following events unless such an event has occurred as a consequence of or circumstances, to the extent not caused by the Authority’s Event of Default or a Force Majeure Event: (i) Majeure, shall be considered for the Concessionaire’s and/or Preferred Bidder’s is in/commits a Material Breach purposes of this Agreement .as Events of Default of the Concessionaire (the “Concessionaire Event of Default”) which, if not cured within 180 days of notice (or such later date as parties may mutually agree) issued by the Authority, if any, shall provide the Authority, with the right to terminate this Agreement in accordance with ARTICLE 14 hereof: a) A material breach of its obligations under the Agreement which has a Material Adverse Effect on the Authority or the Concessionaire and such breach is not remedied within 60 days of notice (iior such later date as parties may mutually agree) as issued by the Authority of specifying such breach and requiring the Concessionaire to remedy the same; b) Any actions or omissions attributable to the Concessionaire’s failure , including delay on its part to perform or discharge any of its obligations under any other Transaction Documentsthis Agreement; c) Dissolution of the Concessionaire pursuant to Applicable Law, except for the purpose of a merger, consolidation or reorganization that does not affect the ability of the resulting entity to perform all the obligations of the Concessionaire under this Agreement and provided further that such resulting entity expressly assumes all such obligations; d) Declaration of insolvency or the appointment of a liquidator in a proceeding for dissolution of the Concessionaire after lawful notification and due hearing, which declaration or appointment has not been set aside within 60 (Sixty) days thereof; e) Abandonment of the Laundry Services by the Concessionaire during the Concession Period and without prior permission of the Authority; f) If there is a change in the rights of ownership of the Concessionaire or is in the powers of any member of the governing body/management of the Concessionaire and such change would reasonably be likely to have a Material Adverse Effect. (iii) any representation made or warranties given by the Concessionaire/Preferred Bidder under this Agreement are found to be false or misleading. (iv) the Concessionaire passing a resolution for voluntary winding up. (v) appointment of a provisional liquidator, administrator, trustee or receiver of the whole or substantially whole of the undertaking of the Concessionaire by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings. (vi) levy of an execution or destraint on the Concessionaire assets which has or is likely to have Material Adverse Effect and such execution or destraint remaining in force for a period exceeding 30 Days or any authority, regulatory body, court , tribunal or judicial authority passing or issuing any order or direction against the Concessionaire which would have an or likely to have an Material Adverse Effect on the project or the ability of the Concessionaire to comply in all material respects with or discharge the obligations and responsibilities its obligation under this Agreement. .; (viig) amalgamation The Concessionaire creates or permits to subsist any Encumbrance, or otherwise transfers or disposes of the Concessionaire with any other company all or reconstruction or transfer of the whole or part of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business) without the Authority’s prior written approval, provided, if the amalgamated entity, reconstructed entity or the transferee as the case may be, has the financial and technical ability demonstrated to the satisfaction of the Authority, to undertake, perform/discharge the obligations of the Concessionaire under this Agreement, necessary approval shall be granted by the Authority. (viii) the Concessionaire engaging or knowingly allowing any of its employees, agents, Contractor rights and benefits under this Agreement or representative any project agreement to engage in any activity prohibited by law or which constitutes the Concessionaire is a breach party. h) Failure to commence of or an offence under any law, in the course Project Commissioning within six months of any activity undertaken pursuant to signing this Agreement. (ixi) Failure to comply with SOPs for operation and management of the services j) Criminal indictment of the promoters, member/s of the Board of Directors, chief functionaries, key personnel engaged by the Concessionaire repudiates for operation and management of the services. k) Use of the allocated space by the Concessionaire for any other purpose other than the Project. l) If the Concessionaire fails to implement the Project and provide the Laundry Service as per the provision of this Agreement or otherwise takes discontinues Laundry Service due to any action or evinces or conveys an intention not to be bound by this Agreementreason what so ever including personal grounds before the contract periods end. (xm) the Concessionaire has not rectified the default Such other events which have been specifically set out in payment as per the clause 8.2.2 (i) of this Agreement as Concessionaire Event of Default.