Common use of Concessionaire’s Representations and Warranties Clause in Contracts

Concessionaire’s Representations and Warranties. The Concessionaire represents and warrants to the Authority that: (i) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (ii) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (iii) it is subject to the laws of Pakistan, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising there under including any obligation, liability or responsibility hereunder; (iv) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under any of the terms of its Memorandum and Articles of Association [or those of any member of the Consortium] or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (v) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of the GoP or the GoPb which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (vi) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreements. However, the Authority shall be bound to make requisite amendments in the Motor PSV Rules before the functional date of first Inspection Station. (vii) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to the GoP or the GoPb in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty; and (viii) it is a sole purpose corporate entity and the business it is allowed to transact is restricted to that which is necessary and expedient for the proper performance of all of its obligations under this Agreement.

Concessionaire’s Representations and Warranties. The Concessionaire represents and warrants to the Authority that: (ia) it is duly organized, validly existing and of good standing under the laws of India; (b) it has the financial standing and capacity to undertake design, finance, construct, complete, operate and maintain the Project Facilities in accordance with the terms of this Agreement; (iic) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereofits terms, and its obligations under this Agreement shall will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (iiid) it is subject to the laws of PakistanIndia, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising there under thereunder including any obligation, liability or responsibility hereunder; (ive) the information furnished in the Bid of the Selected Bidder or in response to the RFP, and as updated on or before the date of this Agreement is true and accurate in all respects as on the Execution Date; (f) the execution, delivery and performance of this Agreement shall will not conflict with, result in the breach of, constitute a default under any of the terms of its Memorandum memorandum and Articles articles of Association [or those of any member of the Consortium] association/charter documents or any Applicable Laws or Applicable Permits or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (vg) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of the GoP GoI or [insert the GoPb relevant State Government]41 which may result in any material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (vih) it has complied with all Applicable Laws and Applicable Permits in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities liabilities, which in the aggregate have or may have a material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreements. HoweverAgreement; (i) the Selected Bidder [and any Member of the Selected Bidder] is duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to LOA and has agreed to unconditionally accept the terms and conditions set forth in this Agreement; (j) all its rights and interests in the Project shall pass to and vest in the Authority on the Hand- back Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or act of the Authority and none of the assets of the Project shall be bound acquired by it or be subject to make requisite amendments any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided for in the Motor PSV Rules before the functional date of first Inspection Station.this Agreement; (viik) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (l) it shall at no time undertake or permit any change in ownership except as permitted by Clause 5.10; and (m) no representation or warranty by it contained herein in this Agreement or in any other document furnished by it to Authority, the Authority GoI or to [insert the GoP or the GoPb relevant State Government]42 in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty; and (viii) it is a sole purpose corporate entity and . 41 Drafting Note: Insert the business it is allowed to transact is restricted to that which is necessary and expedient for the proper performance of all of its obligations under this Agreementrelevant State Government.

Concessionaire’s Representations and Warranties. The Concessionaire represents and warrants to the Authority that: (ia) it is duly organized, validly existing and of good standing under the laws of India; (b) it has the financial standing and capacity to undertake design, finance, construct, complete, operate and maintain the Project Facilities in accordance with the terms of this Agreement; (iic) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereofits terms, and its obligations under this Agreement shall will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (iiid) it is subject to the laws of PakistanIndia, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising there under thereunder including any obligation, liability or responsibility hereunder; (ive) the information furnished in the Bid of the Selected Bidder or in response to the RFP, and as updated on or before the date of this Agreement is true and accurate in all respects as on the Execution Date; (f) the execution, delivery and performance of this Agreement shall will not conflict with, result in the breach of, constitute a default under any of the terms of its Memorandum memorandum and Articles articles of Association [or those of any member of the Consortium] association/charter documents or any Applicable Laws or Applicable Permits or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (vg) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of the GoP GoI or [insert the GoPb relevant State Government]52 which may result in any material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (vih) it has complied with all Applicable Laws and Applicable Permits in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities liabilities, which in the aggregate have or may have a material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreements. HoweverAgreement; (i) the Selected Bidder [and any Member of the Selected Bidder]53 is duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to LOA and has agreed to unconditionally accept the terms and conditions set forth in this Agreement; (j) all its rights and interests in the Project shall pass to and vest in the Authority on the Hand-back Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or act of the Authority and none of the assets of the Project shall be bound acquired by it or be subject to make requisite amendments any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided for in the Motor PSV Rules before the functional date of first Inspection Station.this Agreement; (viik) no representation sums, in cash or warranty kind, have been paid or will be paid, by it contained herein or in on its behalf, to any other document furnished person by it way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority or to the GoP or the GoPb in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty; andconnection therewith; (viiil) it is a sole purpose corporate entity shall at no time undertake or permit any change in ownership except as permitted by Clause 5.10; and 52 Drafting Note: Insert the business it is allowed to transact is restricted to that which is necessary and expedient for the proper performance of all of its obligations under this Agreementrelevant State Government.

Concessionaire’s Representations and Warranties. The Concessionaire represents and warrants to the Authority that: (ia) it is duly organized, validly existing and of good standing under the laws of India; (b) it has the financial standing and capacity to undertake design, finance, construct, complete, operate and maintain the Project Facilities in accordance with the terms of this Agreement; (iic) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereofits terms, and its obligations under this Agreement shall will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (iiid) it is subject to the laws of PakistanIndia, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising there under thereunder including any obligation, liability or responsibility hereunder; (ive) the information furnished in the Bid of the Selected Bidder or in response to the RFP, and as updated on or before the date of this Agreement is true and accurate in all respects as on the Execution Date; (f) the execution, delivery and performance of this Agreement shall will not conflict with, result in the breach of, constitute a default under any of the terms of its Memorandum memorandum and Articles articles of Association [or those of any member of the Consortium] association/charter documents or any Applicable Laws or Applicable Permits or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (vg) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of the GoP GoI or [insert the GoPb relevant State Government]45 which may result in any material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (vih) it has complied with all Applicable Laws and Applicable Permits in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities liabilities, which in the aggregate have or may have a material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreements. HoweverAgreement; (i) the Selected Bidder [and any Member of the Selected Bidder] is duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to LOA and has agreed to unconditionally accept the terms and conditions set forth in this Agreement; (j) all its rights and interests in the Project shall pass to and vest in the Authority on the Hand- back Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or act of the Authority and none of the assets of the Project shall be bound acquired by it or be subject to make requisite amendments any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided for in the Motor PSV Rules before the functional date of first Inspection Station.this Agreement; (viik) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (l) it shall at no time undertake or permit any change in ownership except as permitted by Clause 5.10; and (m) no representation or warranty by it contained herein in this Agreement or in any other document furnished by it to Authority, the Authority GoI or to [insert the GoP or the GoPb relevant State Government]46 in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty; and (viii) it is a sole purpose corporate entity and the business it is allowed to transact is restricted to that which is necessary and expedient for the proper performance of all of its obligations under this Agreement.

Concessionaire’s Representations and Warranties. The Concessionaire represents and warrants to the Authority KMC and NMCG that: (i) : it is duly organized, validly existing and of good standing under the laws of India; it has the financial standing and capacity to undertake design, finance, construct, complete, operate and maintain the Project Facilities in accordance with the terms of this Agreement; (ii) ; this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereofits terms, and its obligations under this Agreement shall will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (iii) ; it is subject to the laws of PakistanIndia, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising there under thereunder including any obligation, liability or responsibility hereunder; (iv) ; the information furnished in the Bid of the Selected Bidder, and as updated on or before the date of this Agreement is true and accurate in all respects as on the Appointed Date, as applicable; the execution, delivery and performance of this Agreement shall will not conflict with, result in the breach of, constitute a default under any of the terms of its Memorandum memorandum and Articles articles of Association [or those of any member of the Consortium] association/charter documents or any Applicable Laws or Applicable Permits or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (v) ; it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of the GoP GoI or the GoPb GoWB which may result in any material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (vi) ; it has complied with all Applicable Laws and Applicable Permits in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities liabilities, which in the aggregate have or may have a material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreements. HoweverAgreement; none of its employees, the Authority shall be bound to make requisite amendments consultants, service providers, suppliers, or Subcontractors, including any O&M contractor, as of this day, have been engaged in the Motor PSV Rules before the functional date of first Inspection Station. (vii) any corrupt, fraudulent, collusive, coercive or obstructive practice, as defined in Article 23.18; and no representation or warranty by it contained herein in this Agreement or in any other document furnished by it to the Authority or to KMC, NMCG, the GoP GoI or the GoPb GoWB in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty; and (viii) . KMC's Representations and Warranties The KMC represents and warrants to the Concessionaire and NMCG that: it is a sole purpose corporate entity duly organized, validly existing and in good standing under the business laws of India; it is allowed has the financial standing and legal capacity to transact is restricted to that which is necessary execute this Agreement and expedient for the proper performance of all of perform its obligations under this Agreement; it has taken all necessary approvals to execute this Agreement (including any approval required under the CMWSA Act) and perform its obligations under this Agreement; this Agreement constitutes legal, valid and binding obligations enforceable against it in accordance with the terms hereof; it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of the GoI or the GoWB, which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement; it has complied with all Applicable Laws and Applicable Permits in all material respects; the Site is not subject to any mortgage, lien, charge or any other Encumbrance; it does not have any liability for any Taxes, or any interest or penalty in respect thereof, of any nature, that may constitute a lien against the Site; and all information provided by it in the RFP and this Agreement (including the Technical Specifications) in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects. NMCG's Representations and Warranties NMCG represents and warrants to the Concessionaire and the KMC that: it is duly organized, validly existing and in good standing under the laws of India; it has the financial standing and legal capacity to execute this Agreement and perform its obligations under this Agreement; it has taken all necessary approvals to execute this Agreement and perform its obligations under this Agreement; this Agreement constitutes legal, valid and binding obligations enforceable against it in accordance with the terms hereof; it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of the GoI or the GoWB, which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement; and it has complied with all Applicable Laws and Applicable Permits in all material respects.

Concessionaire’s Representations and Warranties. The Concessionaire hereby represents and warrants to the Authority Licensing Authority, as on the date of this CONCESSION AGREEMENT, which representation and warranty shall continue on each day for the entire Term as if made on each such day of the Term that: (i) it has the financial standing 16.2.1 The Concessionaire is an entity duly organized and capacity to undertake the Project validly existing in accordance with the terms Applicable Laws of India, has full power and authority to (i) enter into this Agreement; CONCESSION AGREEMENT; (ii) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with implement the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; Project; (iii) it is subject to undertake the laws operation and management of Pakistanthe Hotel Premises and all related, ancillary and hereby expressly and irrevocably waives any immunity in any jurisdiction incidental activities; (iv) do all things necessary or appropriate in respect of the Hotel Premises; (v) execute, deliver, consummate the transactions and perform its obligations contemplated under this Agreement or matters arising there under including any obligationCONCESSION AGREEMENT and the other documents, liability or responsibility hereunder; to which it is a party; and (ivvi) the execution, execution and delivery of this CONCESSION AGREEMENT by the Concessionaire and its compliance with or performance of the terms and provisions of this Agreement shall CONCESSION AGREEMENT does not and will not (a) contravene provisions of any Applicable Laws or agreement or document to which the Concessionaire is a party; (b) conflict with, with or result in the any breach of, constitute a default under of any of the terms and conditions of, or constitute a potential event of its Memorandum and Articles default or event of Association [default (howsoever such term is defined or those of described) under any member of the Consortium] or any Applicable Laws or any covenantdeed, agreement, contract, agreement, arrangement, understanding, decree instrument or order arrangement to which it is a party or by to which it may be subject; (c) result in the creation or imposition of any security interest over any present or future assets in favor of any third party; or (d) violate any provisions of its properties memorandum of association and articles of association. 16.2.2 There are no actions, suits, proceedings, or assets is bound investigations pending or affected; (v) it to the best of its knowledge threatened against the Concessionaire at law or in equity before any court or before any other judicial, quasi‐judicial or other authority, which may disrupt or interfere with the Concessionaire’s possession of the Land earmarked for Hotel and the Hotel Premises; implementation of the Project by the Concessionaire; or prohibit the Concessionaire from performing its obligations under this CONCESSION AGREEMENT. The Concessionaire has no knowledge of any violation or default with respect to any order, other writ, injunction judgment or any decree of any court or any legally binding order order, including that of attachment, of any Government Authority, which may disrupt or interfere with the Concessionaire’s possession of the GoP Land earmarked for hotel and the Hotel Premises; implementation of the Project by the Concessionaire; or prohibit the GoPb which may result in any material adverse effect on its ability to perform Concessionaire from performing its obligations under this Agreement CONCESSION AGREEMENT. 16.2.3 The Concessionaire has all the necessary corporate as well as statutory approvals, permissions and other actions (i) to authorize the execution, delivery and performance by it of this CONCESSION AGREEMENT each of such actions is in full force and effect; and (ii) for carrying out its operation including in New Delhi. 16.2.4 The Concessionaire is validly existing and no fact receiver, manager or circumstance exists which may give rise administrative receiver has been appointed or to such proceedings the best of the knowledge of the Concessionaire is likely to be appointed in respect of any part of the undertaking or property of the Concessionaire and that would adversely affect no resolution has been passed or proposed to be passed and that no petition has been presented for the performance winding‐up of the Concessionaire. 16.2.5 The obligations expressed to be assumed by it in this CONCESSION AGREEMENT constitute its legal, valid, binding and enforceable obligations under this Agreement; (vi) it has complied enforceable in accordance with Applicable Laws its terms. This CONCESSION AGREEMENT is admissible in evidence and in proper form for enforcement in all material appropriate jurisdictions. 16.2.6 The Concessionaire will use the Land earmarked for hotel and the Hotel Premises only for the use permitted in accordance with the provisions of this CONCESSION AGREEMENT. 16.2.7 The Concessionaire has completed its due diligence in respect of the Land earmarked for the Hotel and is satisfied with the title of the Licensing Authority. Licensing authority on behalf of ITPO has the authority to monetize 3.70 Acres of land for the hotel. 16.2.8 The Concessionaire has inspected the Hotel Premises and has satisfied itself in all respects in relation thereto including as to the area, FAR, location, and state thereof. 16.2.9 The Concessionaire has not dealt with any broker or agent in connection with the consummation of this CONCESSION AGREEMENT and has not been subject paid any bribes, amounts, brokerage, whether in cash or otherwise, to any finesPerson including any officer or employee of the Licensing Authority or ITPO, penaltiesto seek the license granted hereunder. 16.2.10 The Concessionaire is in compliance in all respects with all Applicable Laws and Applicable Permits including those which are necessary or desirable in respect of the conduct of its business, injunctive relief the ownership of assets, in relation to the Hotel Premises or for the construction, development, completion, operation and management of the Hotel Premises. 16.2.11 All acts, conditions and things required to be done, fulfilled or performed, and that are necessary or desirable for (a) the due execution, entry, delivery of, performance by it of its obligations, and for the exercise of its rights under this CONCESSION AGREEMENT; (b) ensuring the legality, validity, binding effect or enforceability and admissibility in evidence of this CONCESSION AGREEMENT, in all relevant jurisdictions, 16.2.11.1 have been duly done, fulfilled, effected, obtained and performed or will be; and 16.2.11.2 are in full force and effect. 16.2.12 The Concessionaire and its respective officers, employees, Directors, representatives, contractors, agents and advisers shall observe the highest standard of ethics during the entire Term. 16.2.13 Neither the Concessionaire has nor any of its shareholders and their respective officers, employees, Directors, representatives, contractors, agents and advisers, directly or indirectly, or through any other Person, engaged in any Corrupt Practice, Fraudulent Practice, Coercive Practice, Undesirable Practice and/or Restrictive Practice in the bidding process for the allotment and license of the Land earmarked for the Hotel, the issuance of the Letter of Award or the execution of this CONCESSION AGREEMENT. 16.2.14 The Concessionaire shall pay all stamp duty and registration charges and related fees, costs, charges and expenses in respect of this CONCESSION AGREEMENT and any other document pertaining to the license or any other civil charges by whatever name called and to whomsoever payable in connection with or criminal liabilities which otherwise relating to the grant of the license of the Land earmarked for the Hotel. 16.2.15 All information provided by the Concessionaire to the Licensing Authority till date is true, complete and accurate in all respects and is not misleading in any respect. Nothing has occurred or been omitted and no information has been given or withheld that results in the aggregate have information provided to the Licensing Authority being untrue or misleading in any respect. The Concessionaire holds indemnified the Licensing Authority against all losses, including the loss of goodwill and reputation, which the Licensing Authority may have a material adverse effect suffer due to acts and omissions on the part of the Concessionaire and it furnishing any incorrect or incomplete information. 16.2.16 The Concessionaire has conducted its ability own independent assessment of the accuracy and completeness of all information relating to perform its obligations under this Agreements. However, the Land earmarked for the Hotel and the Licensing Authority shall not be bound to make requisite amendments in the Motor PSV Rules before the functional date of first Inspection Station. (vii) no representation or warranty by it contained herein or responsible in any other document furnished by it to the Authority or to the GoP or the GoPb manner whatsoever in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty; and (viii) it is a sole purpose corporate entity and the business it is allowed to transact is restricted to that which is necessary and expedient for the proper performance of all of its obligations under this Agreementsame.