Common use of Divestment Requirements Clause in Contracts

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 26.1.1 Upon Expiry or Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or and / or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 26.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms. 26.1.3 It is clarified that only the assets of the Concessionaire shall be taken over and not the liabilities, including without limitation liabilities relating to staff and personnel related obligations of the Concessionaire and the Persons claiming through or under the Concessionaire or liabilities related to the commercial area/premises. All such staff and employees shall be the responsibility of the Concessionaire/such Persons even after the expiry of the Concession Period and they shall have no claim to any type of employment or compensation from Authority or its nominated agency.

Divestment Requirements. 34.1.1 18.1.1 Upon TerminationTermination of this Agreement for any reason whatsoever, the Concessionaire Operator shall comply with and conform to the following Divestment Requirements: (a) a. notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith b. vacate the actual or Project, it being agreed that the legal, actual, physical and constructive possession of the ProjectProject and the Site is and shall always, free during the term of the Agreement and clear of all Encumbrancesthereafter, save and except to remain vested with the extent set forth in the Substitution AgreementAuthority ; (c) c. cure all Project Assets Assets, of all defects and deficiencies so that of the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction PeriodProject, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe conditionif any; (d) d. deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' Drawings ’ drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire Operator represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbranceliability, Encumbrance; (e) e. transfer and/or deliver all Applicable Permits applicable permits to the extent permissible under Applicable Laws; (f) f. execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire Operator in the ProjectProject Assets, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) g. comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire Operator in the Project, free from all Encumbrances, liabilities absolutely unto the Authority or to its nominee. 34.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon 32.1.1Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify Notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes programmers and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbranceEncumbrance; (e) transfer Transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Assets, including manufacturers' warranties in respect of any plant or equipment and a d the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply Comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 Subject 32.1. 2Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, Project free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of Assets, including all defects and deficiencies so that the Project is compliant with the Safety Requirements, Service Requirements and Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '„as is where is' is‟ basis after bringing them to a safe condition; (d) deliver relevant records and transfer relevant records, reports, Intellectual Property and other licences reports pertaining to the Project and its design, engineeringmonitoring, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '„as built' built‟ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) the staff recruited by the Concessionaire including the medical personnel and officers/staff/representatives, shall not be transferred to the Authority upon termination of this Agreement; (f) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (fg) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (gh) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 23.1.1 Upon Termination, the Concessionaire shall comply with and conform confirm to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectProject including Project Site, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, including the approaches, pavements, structures, services and equipments of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '“as is where is' ” basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its designDesign, engineering, construction, operation and maintenanceConstruction O&M etc., including all programmes and manuals pertaining thereto, and complete 'as built' “As-Built” Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, constructionConstruction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbranceEncumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) on the Transfer Date the Declaration of License shall automatically terminate and the Concessionaire, its subcontractors, agents, employees and licensees shall vacate the Project Facility and the leave the possession of the Project Assets; (g) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject and Project Site, including manufacturers' ’ warranties in respect of any services, plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (gh) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 23.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 22.1.1 Upon TerminationTermination prior to the expiry of the Agreement, the Concessionaire Service Provider shall comply with and conform to the following divestment requirements (the “Divestment Requirements”), no later than 15 (fifteen) days from the date of such Termination of the Agreement Period, as the case may be: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectXxxxx, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (cb) cure all Project Assets Specialised Wagons of all defects and deficiencies so that the Project is Specialised Wagons/Xxxxx are compliant with the Maintenance RequirementsAgreement; provided that in if such defects and deficiencies have arisen on account of accident, vandalism, arson, riot or natural calamity occurring no earlier than 120 (one hundred and twenty) days prior to such Termination of the event of Termination during the Construction Agreement Period, all Project Assets the Authority shall grant to the Service Provider such additional time, not exceeding 240 (two hundred forty) days, as may be handed over on 'as is where is' basis after bringing them to a safe conditionreasonably required for repair and rectification thereof; (dc) deliver and transfer relevant records, reports, reports and Intellectual Property and other licences pertaining to the Project and its design, engineering, construction, operation and maintenance, Xxxxx including all programmes software and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer DateDate so as to enable the Authority to operate and maintain the Xxxxx. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project Xxxxx and shall be assigned or licensed to the Authority free of any encumbrance; (ed) transfer and/or deliver all Applicable Permits in respect of the Xxxxx, to the extent permissible under Applicable Laws; (fe) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties Service Provider in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (gf) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire Service Provider in the ProjectXxxxx and Insurance Cover, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 22.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the ConcessionaireService Provider, the Parties shall continue to perform their obligations under this Agreement, Agreement notwithstanding the giving of any Termination Notice, Notice until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 23.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) : a notify to the Authority forthwith the location and particulars of all Project Assets; (b) ; b deliver forthwith the actual or constructive possession of the ProjectProject including Project Site, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) ; c cure all Project Assets Assets, including the approaches, pavements, structures, services and equipments of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Completion Period, all Project Assets shall be handed over on '“as is where is' ” basis after bringing them to a safe condition; (d) ; d deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its designDesign, engineeringDevelopment, constructionUpgradation, operation and maintenanceO&M etc., including all programmes and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineeringdevelopment, constructionupgradation, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) Encumbrance; e transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) ; f on the Transfer Date the Declaration of License shall automatically terminate and the Concessionaire, its subcontractors, agents, employees and licensees shall vacate the Project Facility and the leave the possession of the Project Assets; g execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject and Project Site, including manufacturers' ’ warranties in respect of any services, plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) and h comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 23.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 27.1.1. Upon Termination, the Concessionaire shall comply with and conform confirm to the following Divestment Requirements: (a) a. notify to the Authority forthwith the location and particulars of all Project Assets; (b) b. deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) c. cure all Project Assets of all defects and deficiencies in the Project Assets so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all the Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) d. deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenance, maintenance including all programmes programs and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) e. transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) f. execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Assets, including manufacturers' manufacturer’s warranties in respect of any plant product or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) g. comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 27.1.2. Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 30.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project AssetsFacilities; (b) deliver forthwith the actual or constructive possession of the ProjectProject Facilities, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Facilities of all defects and deficiencies so that the Project is Facilities are compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all the Project Assets Facilities shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project Facilities and its design, engineering, construction, operation and maintenance, including all programmes programmers and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbranceEncumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Facilities, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply Comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectProject Facilities, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 30.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 26.1.1 Upon the successful completion of the Agreement Period by efflux of time or in case of exercise of option to exit this Agreement or Termination, the Concessionaire Operator shall comply with and conform to the following divestment requirements (the “Divestment Requirements”), not earlier than 6 (six) months but not later than [30 (thirty)] days prior to the such Completion, Exit or Termination of the Agreement Period: (a) notify Notify to the Authority forthwith the location and particulars of all Project AssetsAssets existing and newly created for the operations of the Project; (b) cure all defects in the Project Assets as intimated by the Independent Consultant in accordance with Article 12, so that the Project is compliant with the Maintenance Requirements ; provided that in the event of Completion, Exit or Termination during the Agreement Period, all Project Assets shall be handed over in the good condition to the Authority; (c) deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that , to the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe conditionAuthority; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and Project, to the Authority. (e) In case of new assets, its design, engineering, construction, operation and maintenance, including all programmes programs and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire Operator represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbranceEncumbrance; (ef) transfer Transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (fg) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire Operator in the ProjectProject Assets, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (gh) comply Comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire Operator in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 26.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the ConcessionaireOperator, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 31.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies Assets, so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbranceEncumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Assets, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 31.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 29.1.1. Upon Termination, the Concessionaire shall comply with and conform confirm to the following Divestment Requirements: (a) a. notify to the Authority forthwith the location and particulars of all Project Assets; (b) b. deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) c. cure all Project Assets of all defects and deficiencies in the Project Assets so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all the Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) d. deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenance, maintenance including all programmes programs and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) e. transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) f. execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Assets, including manufacturers' manufacturer’s warranties in respect of any plant product or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) g. comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 29.1.2. Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 31.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority MOR forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectRail System, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project Rail System is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '„as is where is' is‟ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project Rail System and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '„as built' built‟ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation construction and maintenance of the Project Rail System and shall be assigned to the Authority MOR free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority MOR may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectRail System, including manufacturers' manufacturers‟ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the AuthorityMOR, absolutely unto the Authority MOR or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectRail System, free from all Encumbrances, absolutely unto the Authority MOR or to its nominee. 34.1.2 31.1.2 Subject to the exercise by the Authority MOR of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 28.1.1 Upon Termination, the Concessionaire DEVELOPER shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority SH&DB forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectAssets and utilities, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, including the building, structures and equipment, of all defects and deficiencies so that the Project is compliant with the Maintenance Requirementsdeficiencies; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition;Assets (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenancemaintenance as applicable, including all programmes programs and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire DEVELOPER represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project as applicable and shall be assigned to the Authority SH&DB free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority SH&DB may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire DEVELOPER in the Project, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the AuthoritySH&DB, absolutely unto the Authority SH&DB or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire DEVELOPER in the Project, free from all Encumbrances, absolutely unto the Authority SH&DB or to its nominee. 34.1.2 28.1.2 Subject to the exercise by the Authority SH&DB of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the ConcessionaireDEVELOPER, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 39.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectHealthcare Network, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project HealthcareNetwork is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '„as is where is' is‟ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, ,Intellectual Property and other licences pertaining to the Project HealthcareNetwork and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '„as built' built‟ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual theIntellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project HealthcareNetwork and shall be assigned to the Authority free of any encumbranceEncumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectHealthcare Network, including manufacturers' manufacturers‟ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectHealthcareNetwork, free from all Encumbrances, absolutely unto the Authority or Authorityor to its nominee. 34.1.2 39.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 40.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectMedical Facility, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project Medical Facility is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project Medical Facility and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project Medical Facility and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectMedical Facility, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectMedical Facility, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 40.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment RequirementsRequirements and its obligations and rights therein: a. Without prejudice to the generality of the foregoing provisions and subject to the terms and conditions of the Agreement the all shareholders of the Concessionaire shall transfer 100 (ahundred) percent of their respective shares in Concessionaire to the State Government at a notional cost of Re 1/- (Rupee One only) per share and thereafter not claim any ownership of the Project Facilities, including all improvements made therein by the Concessionaire. b. notify to the Implementing Authority forthwith the location and particulars of all Project Assets; (b) c. deliver forthwith the actual or constructive possession of the Project, Project free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement;all (c) d. cure all Project Assets of assets, including all defects and deficiencies so that the Project is compliant with the Safety Requirements, Service Requirements and Maintenance Requirements; provided that in the event of Termination during the Construction PeriodTerm of the Agreement, all Project Assets assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) e. deliver relevant records and transfer relevant records, reports, Intellectual Property and other licences reports pertaining to the Project and Project Facilities and its design, engineeringmonitoring, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' built‟ Drawings as on the Transfer Date. For the avoidance ; f. be responsible for removal of doubt, all staff recruited by the Concessionaire represents including the medical personnel and warrants that the Intellectual Property delivered hereunder officers/staff/representatives, who shall not be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned transferred to the Implementing Authority free upon termination of this Agreement. Sole responsibility of any encumbrance;resultant legal liabilities or disputes shall vest with the Concessionaire. (e) g. transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) h. ensure that all software and the technology used in the implementation of the Project shall be made irrevocably and perpetually available to the Implementing Authority on the same terms and conditions as was present during the Duration so as to ensure continued and effective implementation of this Agreement. The Concessionaire shall train personnel as identified by the Implementing Authority in usage and operation of such software and technology so that there is no lack of trained personnel after the end of the Duration. The costs of all such training shall be borne by the Implementing Authority. i. execute such deeds of conveyance, Documents documents and other writings as the Implementing Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Implementing Authority, absolutely unto the Implementing Authority or its nominee; and (g) j. comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Implementing Authority or to its nominee. 34.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) : notify to the Authority forthwith the location and particulars of all Project Assets; (b) ; deliver forthwith the actual or constructive possession of the Project, Project Highway free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) ; cure all Project Assets Assets, including the road, bridges, structures and equipment, of all defects and deficiencies so that the Project Highway is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property intellectual property and other licences pertaining to the Project Highway and its design, engineering, constructionits, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' Drawings ’ drawing in respect of maintenance works, if applicable, as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property property delivered hereunder shall be adequate and complete for the design, engineering, constructionthe, operation and maintenance of the Project Highway and shall be assigned to the Authority Government free of any encumbrance; (e) ; transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) ; execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Highway, including manufacturers' manufactures’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) and comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectProject Highway, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 . Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms. Not earlier than 90 (ninety) days prior to Termination but not later than 15 (fifteen) days prior to such Termination, the Independent Engineer shall verify, after giving due notice to the Concessionaire of the time, date and venue of such verification, compliance by the Concessionaire with the Maintenance Requirements and if required, cause appropriate tests to be carried out at the Concessionaire’s cost for this purpose. Defaults, if any, in the Maintenance Requirements shall be cured by the Concessionaire at its cost and the provisions of Article 32 shall apply, mutatis mutandis, in relation to curing of defects or deficiencies under this Article 31.

Divestment Requirements. 34.1.1 ‌ 26.1.1 Upon the successful completion of the Agreement Period by efflux of time or in case of exercise of option to exit this Agreement or Termination, the Concessionaire Operator shall comply with and conform to the following divestment requirements (the “Divestment Requirements”), not earlier than 6 (six) months but not later than [30 (thirty)] days prior to the such Completion, Exit or Termination of the Agreement Period: (a) notify Notify to the Authority forthwith the location and particulars of all Project AssetsAssets existing and newly created for the operations of the Project; (b) cure all defects in the Project Assets as intimated by the Independent Consultant in accordance with Article 12, so that the Project is compliant with the Maintenance Requirements ; provided that in the event of Completion, Exit or Termination during the Agreement Period, all Project Assets shall be handed over in the good condition to the Authority; (c) deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that , to the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe conditionAuthority; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and Project, to the Authority. (e) In case of new assets, its design, engineering, construction, operation and maintenance, including all programmes programs and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire Operator represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbranceEncumbrance; (ef) transfer Transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (fg) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire Operator in the ProjectProject Assets, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (gh) comply Comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire Operator in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 26.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the ConcessionaireOperator, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms. 26.1.3 The Divestment Requirements as mentioned in the Clause 26.1.1 above which will occur due to exercise of right to exit the Agreement by the Operator shall be applicable only if the Operator had by way of a written notice, inform to the Authority about its intent to exercise such right to exit, at least one year in advance.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) : notify to the Authority Maha-Metro forthwith the location and particulars of all Project Assets; (b) ; deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) ; cure all Project Assets Assets, including the road (internal or external, as applicable), structures and equipment, of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) ; deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority Maha-Metro free of any encumbrance; (e) ; transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) ; execute such deeds of conveyance, Documents documents and other writings as the Authority Maha- Metro may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the AuthorityMaha- Metro, absolutely unto the Authority Maha-Metro or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 35.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority MOR forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectRail System, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project Rail System is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '„as is where is' is‟ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project Rail System and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '„as built' built‟ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual theIntellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, construction operation and maintenance of the Project Rail System and shall be assigned to the Authority MOR free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority MOR may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectRail System, including manufacturers' manufacturers‟ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the AuthorityMOR, absolutely unto the Authority MOR or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectRail System, free from all Encumbrances, absolutely unto the Authority MOR or to its nominee. 34.1.2 35.1.2 Subject to the exercise by the Authority MOR of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 20.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectTourism Infrastructure Complex, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement;: (c) cure all Project Assets of all defects and deficiencies so that the Project Tourism Infrastructure Complex is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project Tourism Infrastructure Complex and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project Tourism Infrastructure Complex and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectTourism Infrastructure Complex, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectTourism Infrastructure Complex, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 20.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) : notify to the Authority forthwith the location and particulars of all Project Assets; (b) ; deliver forthwith the actual or constructive possession of the ProjectProject Highway, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) ; cure all Project Assets Assets, including the road, bridges, structures and equipment, of all defects and deficiencies so that the Project Highway is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) ; deliver and transfer relevant records, reports, Intellectual Property intellectual property rights and other licences pertaining to the Project Highway and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) ; transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) ; execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Highway, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) and comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectProject Highway, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 Subject . Inspection and cure Not earlier than 90 (ninety) days before Termination but not later than 15 (fifteen) days before the effective date of such Termination, the Independent Engineer shall verify, after giving due notice to the exercise Concessionaire of the time, date and venue of such verification, compliance by the Authority Concessionaire with the Maintenance Requirements, and if required, cause appropriate tests to be carried out at the Concessionaire’s cost for this purpose. Defaults, if any, in the Maintenance Requirements shall be cured by the Concessionaire at its cost and the provisions of its rights Article 39 shall apply, mutatis mutandis, in relation to curing of defects or deficiencies under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its termsArticle 38.

Divestment Requirements. 34.1.1 Upon TerminationTermination of this Agreement, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver deliver/ surrender forthwith the actual or constructive possession of the ProjectProject Facility and Site, free and clear of all EncumbrancesEncumbrances and encroachments to the Authority , save and except to the extent set forth in the Substitution Agreement. For avoidance of doubt, only the assets of the Concessionaire shall be taken over and liabilities, including without limitation, liabilities relating to labour and personnel related obligations of the Concessionaire shall not be taken over by the Authority; (c) cure all Project Assets Assets, of all defects and deficiencies so that the Project is and Project Facilities are compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbranceEncumbrance; (e) transfer and/or deliver the Concessionaire shall at the cost of the Authority transfer/ assign such of the Project Agreements, which the Authority may require to be transferred in its favour subject to the counter parties to such contracts consenting to such transfer/ assignment. The Concessionaire shall entirely at its cost, terminate all Applicable Permits such Project Agreements which are not transferred/assigned to the Authority provided, if the termination is on account of the Authority Event of Default, the Authority shall compensate the Concessionaire to the extent permissible under Applicable Lawsof the termination payments, if any, made or to be made by the Concessionaire to the counter parties to such contracts; (f) the Concessionaire shall, at its own cost, transfer to the Authority all such Applicable Permits, which the Authority may require and which can be legally transferred. Provided if the termination is on account of Authority Event of Default the cost of such transfer shall be borne/ reimbursed by the Authority; (g) on the Transfer Date, all the sub-license agreements/contractual arrangements shall be terminated. The Concessionaire shall hand over the Project Site and Project Assets to the Authority or its nominated agency and the Concessionaire, its Subcontractors, agents, employees and sub-licensees shall vacate the Project Site and the Project Assets; (h) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and; (gi) the Authority shall be entitled to encash any subsisting Bank Guarantee(s) provided by the Concessionaire, if the termination is on account of a Concessionaire Event of Default; (j) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee.; and 34.1.2 (k) until the Transfer Date, all risks shall lie with the Concessionaire for loss of or damage to the whole or any part of the Project and the Project Assets unless the loss or damage is due to an act or omission of the Authority in contravention of its obligations under this Agreement. On and from the Transfer Date all risks in relation to the Project and the Project Assets shall be deemed to have been transferred to and lie with the Authority or its nominated agency. Subject to the exercise by the Authority of its rights under this Agreement Agreement, or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 30.2.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, Project Assets free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of Assets, including all defects and deficiencies so that the Project is compliant with the Safety Requirements, Service Requirements, Maintenance RequirementsManual, Maintenance Programme, Applicable Permits and Applicable Law; provided that in the event of Termination during the Construction Periodconstruction period, all Project Assets shall be handed over on '"as is where is' ” basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '“as built' ” Drawings as on the Transfer Date. For the avoidance of the doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbranceEncumbrance; (e) the staff recruited by the Concessionaire including the medical personnel and officers/staff/representatives, shall not be transferred to the Authority upon termination of this Agreement; (f) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (fg) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (gh) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to Draft Concession Agreement its nominee. 34.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 26.1.1 Upon Expiry or Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) a. notify to the Authority forthwith the location and particulars of all Project Assets; (b) b. deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) c. cure all Project Assets Assets, of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) d. deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the the e. Project and shall be assigned to the Authority free of any encumbrance; (e) f. transfer and/or and / or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) g. execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) h. comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 26.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms. 26.1.3 It is clarified that only the assets of the Concessionaire shall be taken over and not the liabilities, including without limitation liabilities relating to staff and personnel related obligations of the Concessionaire and the Persons claiming through or under the Concessionaire or liabilities related to the commercial area/premises. All such staff and employees shall be the responsibility of the Concessionaire/such Persons even after the expiry of the Concession Period and they shall have no claim to any type of employment or compensation from Authority or its nominated agency.

Divestment Requirements. 34.1.1 ‌ 26.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or and / or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 26.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver deliver/surrender forthwith the actual or constructive possession of the ProjectProject and the Site, free and clear of all EncumbrancesEncumbrances and encroachments to the Authority at Re. 1 (Rupee One only), save and except to the extent set forth in the Substitution Agreement; (c) It is clarified that only the assets of the Concessionaire shall be taken over and liabilities, including without limitation liabilities relating to labour and personnel related obligations of the Concessionaire shall not be taken over by the Authority. (d) cure all Project Assets Assets, including the Project and Project Facilities of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (de) deliver relevant records and transfer relevant records, reports, Intellectual Property and other licences reports pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) The Concessionaire shall at the cost of the Authority transfer/assign such of the Project Agreements which the Authority may require to be transferred in its favour subject to the counter parties to such contracts consenting to such transfer/assignment. The Concessionaire shall entirely at its cost, terminate all such Project Agreements which are not transferred/assigned to the Authority provided, if the termination is on account of the Authority Event of Default the Authority shall compensate the Concessionaire to the extent of the termination payments, if any, made or to be made by the Concessionaire to the counter parties to such contracts. (g) The Concessionaire shall, at its own cost, transfer to the Authority all such Applicable Permits which the Authority may require and which can be legally transferred. Provided if the termination is on account of Authority Event of Default the cost of such transfer shall be borne/ reimbursed by the Authority. (h) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (gi) The Authority shall be entitled to encash any subsisting Bank Guarantee(s) provided by the Concessionaire, if the termination is on account of an Concessionaire Event of Default. (j) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 Subject (k) Until the Transfer Date, all risks shall lie with the Concessionaire for loss of or damage to the exercise by the Authority of its rights under this Agreement whole or under any part of the Project Agreements and the Project Assets unless the loss or damage is due to perform an act or procure the performance by a third party of any omission of the obligations Authority in contravention of the Concessionaire, the Parties shall continue to perform their its obligations under this Agreement, notwithstanding . On and from the giving of any Termination Notice, until Transfer Date all risks in relation to the Termination of this Agreement becomes effective in accordance Project and the Project Assets shall be deemed to have been transferred to and lie with the Authority or its termsnominated agency.

Divestment Requirements. 34.1.1 ‌ 31.1.1. Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, Project Highway free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, including the road, bridges, structures and equipment, of all defects and deficiencies so that the Project Highway is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project Highway and its design, engineering, constructionits, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' Drawings ’ drawings in respect of maintenance works, if applicable, as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project Highway and shall be assigned to the Authority Government free of any encumbrance; (e) transfer and/or and/ or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Highway, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectProject Highway, free from all Encumbrances, absolutely unto to the Authority or to its nominee. 34.1.2 31.1.2. Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire Developer shall comply with and conform to the following requirements (“Divestment Requirements:”): (a) notify Notify to the Authority SPV forthwith the location and particulars of all Project Assetsassets forming part of the Project; (b) deliver Deliver forthwith the actual or constructive possession of the Project, Project and Project Site free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Cure the Project Assets and Project Site, including the road, structures, and equipment, of all defects and deficiencies so that the Project is compliant with the Maintenance Mandated Development Requirements; provided : Provided that in the event of Termination during prior to the Construction Periodachievement of all the project milestones, all the Project Assets and Project Site shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver Deliver relevant records and transfer relevant records, reports, Intellectual Property and other licences reports pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' Drawings ’ drawings as on the Transfer Date. For the avoidance date of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrancetransfer; (e) transfer Transfer and/or deliver all Applicable Permits to the extent permissible under Applicable LawsLaw; (f) execute Execute such deeds of conveyance, Documents documents and other writings as the Authority SPV may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire Developer in the ProjectProject and Project Site, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the AuthoritySPV, absolutely unto the Authority SPV or its nominee; and (g) comply Comply with all other requirements as may be prescribed or required under Applicable Laws Law for completing the divestment and assignment of all rights, title and interest of the Concessionaire Developer in the Project, free from all Encumbrances, absolutely unto the Authority SPV or to its nominee. 34.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) : notify to the Authority forthwith the location and particulars of all Project Assets; (b) ; deliver forthwith the actual or constructive possession of the Project, Project Highway free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) ; cure all Project Assets Assets, including the road, bridges, structures and equipment, of all defects and deficiencies so that the Project Highway is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project Highway and its design, engineering, constructionits, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' Drawings ’ drawings in respect of maintenance works, if applicable, as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project Highway and shall be assigned to the Authority Government free of any encumbrance; (e) ; transfer and/or and/ or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) ; execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Highway, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) and comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectProject Highway, free from all Encumbrances, absolutely unto to the Authority or to its nominee. 34.1.2 . Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms. Inspection and cure Not earlier than 90 (ninety) days prior to Termination but not later than 15 (fifteen) days prior to such Termination, the Independent Engineer shall verify, after giving due notice to the Concessionaire of the time, date and venue of such verification, compliance by the Concessionaire with the Maintenance Requirements, and if required, cause appropriate tests to be carried out at the Concessionaire’s cost for this purpose. Defaults, if any, in the Maintenance Requirements shall be cured by the Concessionaire at its cost and the provisions of Article 32 shall apply, mutatis mutandis, in relation to curing of defects or deficiencies under this Article 31.

Divestment Requirements. 34.1.1 28.1.1. Upon Termination, the Concessionaire shall comply with and conform confirm to the following Divestment Requirements: (a) a. notify to the Authority forthwith the location and particulars of all Project Assets; (b) b. deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) c. cure all Project Assets of all defects and deficiencies in the Project Assets so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all the Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) d. deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenance, maintenance including all programmes programs and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) e. transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) f. execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Assets, including manufacturers' manufacturer’s warranties in respect of any plant product or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) g. comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 28.1.2. Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, Project free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of Assets, including all defects and deficiencies so that the Project is compliant with the Safety Requirements, Service Requirements and Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '„as is where is' is‟ basis after bringing them to a safe condition; (d) deliver relevant records and transfer relevant records, reports, Intellectual Property and other licences reports pertaining to the Project and its [design, engineering,] monitoring, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '„as built' built‟ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) the staff recruited by the Concessionaire including the medical personnel and officers/staff/representatives, shall not be transferred to the Authority upon termination of this Agreement; (f) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (fg) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (gh) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 33.1.1. Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectStorage Facility, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project Storage Facility is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project Storage Facility and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project Storage Facility, and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, Storage Facility including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectStorage Facility, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 33.1.2. Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority / SSNNL / FED forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies Assets, so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver relevant records and transfer relevant records, reports, Intellectual Property and other licences reports pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority / SSNNL / FED may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable if any to the AuthorityAuthority / SSNNL / FED, absolutely unto the Authority / SSNNL / FED or its authorised nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority / SSNNL / FED or to its nominee. 34.1.2 . Subject to the exercise by the Authority / SSNNL / FED of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a the third party of any of the obligations of the Concessionaire, the Parties parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 32.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, Project free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement;, (c) cure all Project Assets Assets, structures and equipment, of all defects and deficiencies so that the Project is compliant with the Safety Requirements, and Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineeringengineering (as required for proper execution and completion of the Project as envisaged by the Authority), construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date, in accordance with this Agreement. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, constructionconstruction and proper execution and completion of the Project, construction and its operation and maintenance of the Project Project, as and shall be assigned to the Authority free of any encumbranceEncumbrance; (e) the staff recruited by the Concessionaire shall not be transferred to the Authority upon termination of this Agreement; (f) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (fg) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject , including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority theAuthority or its nominee; and (gh) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectProject Facilities, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 32.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 32.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Concessioning Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectProject including Project sites, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, including the approaches, pavements, structures, services and equipments, IT infrastructure including hardware and software of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project and its design, engineeringequipment, constructionIT infrastructure including hardware and software, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Concessioning Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Concessioning Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any Project and plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Concessioning Authority, absolutely unto the Concessioning Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Concessioning Authority or to its nominee. 34.1.2 32.1.2 Subject to the exercise by the Concessioning Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 32.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify Notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, including the road, bridges, structures and equipment, of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes programmers and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbranceEncumbrance; (e) transfer Transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Assets, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply Comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 32.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) : notify to the Authority forthwith the location and particulars of all Project Assets; (b) ; deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) ; cure all Project Assets of all defects and deficiencies Assets, so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) ; deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) Encumbrance; transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) ; execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Assets, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) and comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 . Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving issuance of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms. Inspection and cure Not earlier than 90 (ninety) days prior to Termination but not later than 15 (fifteen) days prior to the effective date of such Termination, the Independent Engineer shall verify, after giving due notice to the Concessionaire specifying the time, date and place of such verification and/or inspection, compliance by the Concessionaire with the Maintenance Requirements, and if required, cause appropriate tests to be carried out at the Concessionaire’s cost for this purpose. Defaults, if any, in the Maintenance Requirements shall be cured by the Concessionaire at its cost and the provisions of Article 32 shall apply, mutatis mutandis, in relation to curing of defects or deficiencies under this Article 31.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire Developer shall comply with and conform to the following Divestment Requirements: (a) A. notify to the Authority forthwith the location and particulars of all Project Assets; (b) B. deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) C. cure all Project Assets Assets, including, structures and equipment, of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) D. deliver and transfer relevant records, records reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes programs and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire Developer represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) E. transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) F. execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire Developer in the Project, including manufacturers' manufacturers‟ warranties in respect of any plant plants or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) G. comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire Developer in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 . Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the ConcessionaireDeveloper, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Concessioning Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of all the ProjectProject Assets and the Trauma Centre, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, including the Ambulances, equipment, and software, of all defects and deficiencies so that the Project Trauma Centre is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Project Implementation Period, all Project Assets and data generated in the course of the Concession Period shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reportsincluding medical records of all the individuals treated under Project in the form of software database and licence(s) and hard copy documents, Intellectual Property and other licences apart from all the reports pertaining to the Project Trauma Centre and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits Permits/software license(s) relating to the Project to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Concessioning Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectTrauma Centre, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Concessioning Authority, absolutely unto the Concessioning Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectTrauma Centre, free from all Encumbrances, absolutely unto the Concessioning Authority or to its nominee. 34.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority GOTN, HD forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectProject Highway, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, including the road, pavements, bridges, structures and equipment, of all defects and deficiencies so that the Project Highway is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver relevant records and transfer relevant records, reports, Intellectual Property and other licences reports pertaining to the Project Highway and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority GOTN, HD may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject Highway, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the AuthorityGOTN, HD, absolutely unto the Authority GOTN, HD or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectProject Highway, free from all Encumbrances, absolutely unto the Authority GOTN, HD or to its nominee. 34.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 35.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority MOR forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectRail System, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project Rail System is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project Rail System and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, construction operation and maintenance of the Project Rail System and shall be assigned to the Authority MOR free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority MOR may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectRail System, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the AuthorityMOR, absolutely unto the Authority MOR or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectRail System, free from all Encumbrances, absolutely unto the Authority MOR or to its nominee. 34.1.2 35.1.2 Subject to the exercise by the Authority MOR of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 31.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority MOR forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectRail System, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project Rail System is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '„as is where is' is‟ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, ,Intellectual Property and other licences pertaining to the Project Rail System and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '„as built' built‟ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual theIntellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation construction and maintenance of the Project Rail System and shall be assigned to the Authority MOR free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority MOR may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectRail System, including manufacturers' manufacturers‟ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the AuthorityMOR, absolutely unto the Authority MOR or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectRail System, free from all Encumbrances, absolutely unto the Authority MOR or to its nominee. 34.1.2 31.1.2 Subject to the exercise by the Authority MOR of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 29.1.1 Upon Termination, the Concessionaire Developer shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority SH&DB forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectAssets and utilities, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, including the building, structures and equipment, of all defects and deficiencies so that the Project is compliant with the Maintenance Requirementsdeficiencies; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition;Assets (d) deliver and transfer relevant records, reports, Intellectual Property and other licences licenses pertaining to the Project and its design, engineering, construction, operation and maintenancemaintenance as applicable, including all programmes programs and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire Developer represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project as applicable and shall be assigned to the Authority SH&DB free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority SH&DB may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire Developer in the Project, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the AuthoritySH&DB, absolutely unto the Authority SH&DB or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire Developer in the Project, free from all Encumbrances, absolutely unto the Authority SH&DB or to its nominee. 34.1.2 29.1.2 Subject to the exercise by the Authority SH&DB of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the ConcessionaireDeveloper, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 31.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority MOR forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectRail System, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project Rail System is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project Rail System and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation construction and maintenance of the Project Rail System and shall be assigned to the Authority MOR free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority MOR may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectRail System, including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the AuthorityMOR, absolutely unto the Authority MOR or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectRail System, free from all Encumbrances, absolutely unto the Authority MOR or to its nominee. 34.1.2 31.1.2 Subject to the exercise by the Authority MOR of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 31.1.1 Upon Termination, the Concessionaire Contractor shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectProject Infrastructure, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'an as is where is' is basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' built Drawings as on the Transfer Date, provided that in the event the Contractor has used the brand name and/or logo of the Selected Bidder/Consortium Members, if any, in relation to the Project or otherwise, the Contractor shall not be obliged to deliver and transfer such brand name and/or logo to the Authority. For the avoidance of doubt, the Concessionaire Contractor represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire Contractor in the ProjectProject Infrastructure, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire Contractor in the ProjectProject Infrastructure, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 31.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the ConcessionaireContractor, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 (a) Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (ai) notify to the Authority forthwith the location and particulars of all Project Assets; (bii) deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (ciii) cure all Project Assets of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'an as is where is' is basis after bringing them to a safe condition; (div) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' built Drawings as on the Transfer Date, provided that in the event the Concessionaire has used the brand name and/or logo of the Selected Bidder/Consortium Members, if any, in relation to the Project or otherwise, the Concessionaire shall not be obliged to deliver and transfer such brand name and/or logo to the Authority. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (ev) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (fvi) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (gvii) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 (b) Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.to

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, Project free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of Assets, including all defects and deficiencies so that the Project is compliant with the Safety Requirements, Service Requirements and Maintenance Requirements; provided that in the event of Termination during the Construction Concession Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver relevant records and transfer relevant records, reports, Intellectual Property and other licences reports pertaining to the Project and its design, engineering, constructionmonitoring, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' built‟ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) the staff recruited by the Concessionaire including the medical personnel and officers/staff/representatives, shall not be transferred to the Authority upon termination of this Agreement; (f) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (fg) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 38.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Concessioning Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectProject including Project site, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets Assets, including the approaches, pavements, structures, services and equipments of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project and its design, engineering, constructionConstruction, equipment etc, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, constructionConstruction, operation and maintenance of the Project and shall be assigned to the Concessioning Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Concessioning Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectProject and Project Site, including manufacturers' ’ warranties in respect of any services, plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Concessioning Authority, absolutely unto the Concessioning Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Concessioning Authority or to its nominee. 34.1.2 38.1.2 Subject to the exercise by the Concessioning Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 26.1.1. Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project is compliant with the Maintenance O&M Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on 'as is where is' basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property reports and other licences pertaining to the Project and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete 'as built' Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project and shall be assigned to the Authority free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, including manufacturers' warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 26.1.2. Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 35.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) notify to the Authority MOR forthwith the location and particulars of all Project Assets; (b) deliver forthwith the actual or constructive possession of the ProjectRail System, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) cure all Project Assets of all defects and deficiencies so that the Project Rail System is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '„as is where is' is‟ basis after bringing them to a safe condition; (d) deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project Rail System and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '„as built' built‟ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, construction operation and maintenance of the Project Rail System and shall be assigned to the Authority MOR free of any encumbrance; (e) transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) execute such deeds of conveyance, Documents documents and other writings as the Authority MOR may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the ProjectRail System, including manufacturers' manufacturers‟ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, to the extent due and payable to the AuthorityMOR, absolutely unto the Authority MOR or its nominee; and (g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectRail System, free from all Encumbrances, absolutely unto the Authority MOR or to its nominee. 34.1.2 35.1.2 Subject to the exercise by the Authority MOR of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms.

Divestment Requirements. 34.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: (a) : notify to the Authority forthwith the location and particulars of all Project Assets; (b) ; deliver forthwith the actual or constructive possession of the ProjectStorage Facility, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; (c) ; cure all Project Assets of all defects and deficiencies so that the Project Storage Facility is compliant with the Maintenance Requirements; provided that in the event of Termination during the Construction Period, all Project Assets shall be handed over on '‘as is where is' ’ basis after bringing them to a safe condition; (d) ; deliver and transfer relevant records, reports, Intellectual Property and other licences pertaining to the Project Storage Facility and its design, engineering, construction, operation and maintenance, including all programmes and manuals pertaining thereto, and complete '‘as built' ’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, engineering, construction, operation and maintenance of the Project Storage Facility, and shall be assigned to the Authority free of any encumbrance; (e) ; transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; (f) ; execute such deeds of conveyance, Documents documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project, Storage Facility including manufacturers' ’ warranties in respect of any plant or equipment and the right to receive outstanding insurance claims, claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and (g) and comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectStorage Facility, free from all Encumbrances, absolutely unto the Authority or to its nominee. 34.1.2 . Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms. Inspection and cure Not earlier than 90 (ninety) days prior to Termination but not later than 15 (fifteen) days prior to the effective date of such Termination, the Independent Expert shall verify, after giving due notice to the Concessionaire of the time, date and venue of such verification, compliance by the Concessionaire with the Maintenance Requirements, and if required, cause appropriate tests to be carried out at the Concessionaire’s cost for this purpose. Defaults, if any, in the Maintenance Requirements shall be cured by the Concessionaire at its cost and the provisions of Article 34 shall apply, mutatis mutandis, in relation to curing of defects or deficiencies under this Article 33. Immediately before the Transfer Date, the Independent Expert shall conduct an audit, in the presence of the Authority’s Representative and the representative of the Concessionaire, and shall prepare an inventory of the Food Grains stored at the Storage Facility and such inventory shall be signed by the Authority’s Representative and the representative of the Concessionaire in verification thereof. Upon completion of the audit, the Authority shall be deemed to have taken possession and control of the Food Grains stored at the Storage Facility. Cooperation and assistance on transfer of Project The Parties shall cooperate on a best effort basis and take all necessary measures, in good faith, to achieve a smooth transfer of the Project in accordance with the provisions of this Agreement so as to protect the safety of and avoid undue delay or inconvenience to the Users, other members of the public or the lawful occupiers of any part of the Site. The Parties shall provide to each other, 9 (nine) months prior to the Transfer Date in the event of Termination by efflux of time and immediately in the event of either Party conveying to the other Party its intent to issue a Termination Notice, as the case may be, as much information and advice as is reasonably practicable regarding the proposed arrangements for operation of the Project following the Transfer Date. The Concessionaire shall further provide such reasonable advice and assistance as the Authority, its concessionaire or agent may reasonably require for operation of the Project until the expiry of 6 (six) months after the Transfer Date. The Authority shall have the option to purchase or hire from the Concessionaire at a fair market value and free from any encumbrance all or any part of the plant and machinery used in connection with the Project but which does not form part of the assets specified in Clause 33.1.1 and is reasonably required in connection with operation of the Project. For the avoidance of doubt, in the event of dispute or difference relating to fair market value, the Dispute Resolution Procedure shall apply. Vesting Certificate The divestment of all rights, title and interest in the Storage Facility shall be deemed to be complete on the date when all of the Divestment Requirements have been fulfilled, and the Authority shall, without unreasonable delay, thereupon issue a certificate substantially in the form set forth in Schedule T (the “Vesting Certificate”), which will have the effect of constituting evidence of divestment by the Concessionaire of all of its rights, title and interest in the Storage Facility, and their vesting in the Authority pursuant hereto. It is expressly agreed that any defect or deficiency in the Divestment Requirements shall not in any manner be construed or interpreted as restricting the exercise of any rights by the Authority or its nominee on, or in respect of, the Storage Facility on the footing that all Divestment Requirements have been complied with by the Concessionaire.