Common use of Engagement of Contractors Clause in Contracts

Engagement of Contractors. The Concessionaire shall engage the Management Contractor and execute the Management Contract, thereby entrusting the Management Contractor with the responsibilities of operating and managing the Project Facilities and Services in the manner envisaged under the Request for Proposal.32 A copy of the Management Contract shall be provided to the Concessioning Authority and the same shall not be amended, substituted or revoked 32 This may be added in cases where the project has been awarded on the strength of the management contractor. without the prior written consent of the Concessioning Authority. The Concessionaire may engage any Person possessing the requisite skill, expertise and capability for designing, engineering, procurement and construction of civil/mechanical/electrical engineering structures/equipment, and/or operation and maintenance of the Project Facilities and Services. Provided: (i) the Concessionaire shall at all times be solely responsible for all its obligations under this Agreement notwithstanding any such engagement and anything contained in any Project Contracts or any other agreement, and no default under any Project Contract or agreement shall excuse the Concessionaire from its obligations or liability hereunder and the Concessionaire shall at all times be solely responsible for non performance or for any defect, deficiency or delay in the construction and erection and/or installation of the structures/equipment or any part thereof and for the operation and maintenance of the Project/the Project Facilities and Services in accordance with the provisions of this Agreement; (ii) the Concessionaire should have obtained requisite security clearance for the Contractor the Concessionaire intends to engage; (iii) the Concessionaire shall ensure that the Project Contracts contain provisions that entitle the Concessioning Authority to step into such contract in its sole discretion in substitution of the Concessionaire in the event of termination or suspension of this Agreement; and (iv) any contract that it enters with an Affiliate in respect of the Project shall be on an arms length basis.

Engagement of Contractors. The Concessionaire shall engage the Management Contractor and execute the Management Contract, thereby entrusting the Management Contractor with the responsibilities of operating and managing the Project Facilities and Services in the manner envisaged under the Request for Proposal.32 Proposal. A copy of the Management Contract shall be provided to the Concessioning Authority and the same shall not be amended, substituted or revoked 32 This may be added in cases where the project has been awarded on the strength of the management contractor. without the prior written consent of the Concessioning Authority. The Concessionaire may engage any Person possessing the requisite skill, expertise and capability for of designing, engineering, procurement and construction of civil/civil/ mechanical/electrical engineering structures/equipment, and/or and /or operation and maintenance of the Project Facilities and Services. Provided: (i) the Concessionaire shall at all times be solely responsible for all its obligations under this Agreement notwithstanding any such engagement and anything contained in any Project Contracts or any other agreement, and no default under any Project Contract or agreement shall excuse the Concessionaire from its obligations or liability hereunder and the Concessionaire shall at all times be solely responsible for non non-performance or for any defect, deficiency or delay in the construction and erection and/or installation of the structures/equipment or any part thereof and for the operation and maintenance of the Project/the Project Facilities and Services in accordance with the provisions of this Agreement; (ii) the Concessionaire should have obtained requisite obtained, if required, security clearance for the Contractor the Concessionaire intends to engage; (iii) the Concessionaire shall ensure that the Project Contracts contain provisions that entitle the Concessioning Authority to step into such contract in its sole discretion in substitution of the Concessionaire in the event of termination or suspension of this Agreement; and (iv) any contract that it enters with an Affiliate in respect of the Project shall be on an arms arm’s length basis.

Engagement of Contractors. The Concessionaire shall engage the Management Contractor and execute the Management Contract, thereby entrusting the Management Contractor with the responsibilities of operating and managing the Project Facilities and Services in the manner envisaged under the Request for Proposal.32 Proposal.31 A copy of the Management Contract shall be provided to the Concessioning Authority and the same shall not be amended, substituted or revoked 32 This may be added in cases where the project has been awarded on the strength of the management contractor. without the prior written consent of the Concessioning Authority. The Concessionaire may engage any Person possessing the requisite skill, expertise and capability for of designing, engineering, procurement and construction of civil/civil/ mechanical/electrical engineering structures/equipment, and/or and /or operation and maintenance of the Project Facilities and Services. Provided: (i) the Concessionaire shall at all times be solely responsible for all its obligations under this Agreement notwithstanding any such engagement and anything contained in any Project Contracts or any other agreement, and no default under any Project Contract or agreement shall excuse the Concessionaire from its obligations or liability hereunder and the Concessionaire shall at all times be solely responsible for non performance or for any defect, deficiency or delay in the construction and erection and/or installation of the structures/equipment or any part thereof and for the operation and maintenance of the Project/the Project Facilities and Services in accordance with the provisions of this Agreement; (ii) the Concessionaire should have obtained requisite obtained, if required, security clearance for the Contractor the Concessionaire intends to engage; (iii) the Concessionaire shall ensure that the Project Contracts contain provisions that entitle the Concessioning Authority to step into such contract in its sole discretion in substitution of the Concessionaire in the event of termination or suspension of this Agreement; and (iv) any contract that it enters with an Affiliate in respect of the Project shall be on an arms length basis. 31 This may be added in cases where the project has been awarded on the strength of the management contractor.

Engagement of Contractors. The Concessionaire shall engage the Management Contractor and execute the Management Contract, thereby entrusting the Management Contractor with the responsibilities of operating and managing the Project Facilities and Services in the manner envisaged under the Request for Proposal.32 A copy of the Management Contract shall be provided to the Concessioning Authority and the same shall not be amended, substituted or revoked 32 This may be added in cases where the project has been awarded on the strength of the management contractor. without the prior written consent of the Concessioning Authority. The Concessionaire may engage any Person possessing the requisite skill, expertise and capability for designing, engineering, procurement and construction of civil/mechanical/electrical engineering structures/equipment, and/or operation and maintenance of the Project Facilities and Services. Provided: (i) : the Concessionaire shall at all times be solely responsible for all its obligations under this Agreement notwithstanding any such engagement and anything contained in any Project Contracts or any other agreement, and no default under any Project Contract or agreement shall excuse the Concessionaire from its obligations or liability hereunder and the Concessionaire shall at all times be solely responsible for non non-performance or for any defect, deficiency or delay in the construction and erection and/or installation of the structures/equipment or any part thereof and for the operation and maintenance of the Project/the Project Facilities and Services in accordance with the provisions of this Agreement; (ii) ; the Concessionaire should have obtained requisite security clearance if required for the Contractor the Concessionaire intends to engage; (iii) ; the Concessionaire shall ensure that the Project Contracts contain provisions that entitle the Concessioning Authority to step into such contract in its sole discretion in substitution of the Concessionaire in the event of termination or suspension of this Agreement; and (iv) and any contract that it enters with an Affiliate in respect of the Project shall be on an arms length basis. Change in Ownership The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of 25% (twenty five per cent) or more of the total Equity of the Concessionaire; or acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him: shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause: the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situated in India or abroad, having ultimate control of 25% (twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Engagement of Contractors. The Concessionaire shall may engage the Management Contractor and execute the Management Contract, thereby entrusting the Management Contractor with the responsibilities of operating and managing the Project Facilities and Services in the manner envisaged under the Request for Proposal.32 Proposal. A copy of the Management Contract shall be provided to the Concessioning Authority and the same shall not be amended, substituted or revoked 32 This may be added in cases where the project has been awarded on the strength of the management contractor. without the prior written consent of the Concessioning Authority. The Concessionaire may engage any Person possessing the requisite skill, expertise and capability for of designing, engineering, procurement and construction of civil/civil/ mechanical/electrical engineering structures/equipment, and/or caterers, restaurant operators etc. and /or operation and maintenance of the Project Facilities and Services. Services as allowed as per statutory norms Provided: (i) the Concessionaire shall at all times be solely responsible for all its obligations under this Agreement notwithstanding any such engagement and anything contained in any Project Contracts or any other agreement, and no default under any Project Contract or agreement shall excuse the Concessionaire from its obligations or liability hereunder and the Concessionaire shall at all times be solely responsible for non non-performance or for any defect, deficiency or delay in the construction and erection and/or installation of the structures/equipment or any part thereof and for the operation and maintenance of the Project/the Project Facilities and Services in accordance with the provisions of this Agreement; (ii) the Concessionaire should have obtained requisite obtained, if required, security clearance for the Contractor the Concessionaire intends to engage; (iii) the Concessionaire shall ensure that the Project Contracts contain provisions that entitle the Concessioning Authority to step into such contract in its sole discretion in substitution of the Concessionaire in the event of termination or suspension of this Agreement; and (iv) any contract that it enters with an Affiliate in respect of the Project shall be on an arms arm’s length basis.

Engagement of Contractors. The Concessionaire shall engage the Management Contractor and execute the Management Contract, thereby entrusting the Management Contractor with the responsibilities of operating and managing the Project Facilities and Services in the manner envisaged under the Request for Proposal.32 Proposal.7 A copy of the Management Contract shall be provided to the Concessioning Authority and the same shall not be amended, substituted or revoked 32 This may be added in cases where the project has been awarded on the strength of the management contractor. without the prior written consent of the Concessioning Authority. The Concessionaire may engage any Person possessing the requisite skill, expertise and capability for of designing, engineering, procurement and construction of civil/civil/ mechanical/electrical engineering structures/equipment, and/or and /or operation and maintenance of the Project Facilities and Services. Provided: (i) the Concessionaire shall at all times be solely responsible for all its obligations under this Agreement notwithstanding any such engagement and anything contained in any Project Contracts or 7 This may be added in cases where the project has been awarded on the strength of the management contractor. any other agreement, and no default under any Project Contract or agreement shall excuse the Concessionaire from its obligations or liability hereunder and the Concessionaire shall at all times be solely responsible for non non-performance or for any defect, deficiency or delay in the construction and erection and/or installation of the structures/equipment or any part thereof and for the operation and maintenance of the Project/the Project Facilities and Services in accordance with the provisions of this Agreement; (ii) the Concessionaire should have obtained requisite obtained, if required, security clearance for the Contractor the Concessionaire intends to engage; (iii) the Concessionaire shall ensure that the Project Contracts contain provisions that entitle the Concessioning Authority to step into such contract in its sole discretion in substitution of the Concessionaire in the event of termination or suspension of this Agreement; and (iv) any contract that it enters with an Affiliate in respect of the Project shall be on an arms length basis.

Engagement of Contractors. The Concessionaire shall engage the Management Contractor and execute the Management Contract, thereby entrusting the Management Contractor with the responsibilities of operating and managing the Project Facilities and Services in the manner envisaged under the Request for Proposal.32 Proposal. A copy of the Management Contract shall be provided to the Concessioning Authority and the same shall not be amended, substituted or revoked 32 This may be added in cases where the project has been awarded on the strength of the management contractor. without the prior written consent of the Concessioning Authority. The Concessionaire may engage any Person possessing the requisite skill, expertise and capability for of designing, engineering, procurement and construction of civil/civil/ mechanical/electrical engineering structures/equipment, and/or and /or operation and maintenance of the Project Facilities and Services. Provided: (i) the Concessionaire shall at all times be solely responsible for all its obligations under this Agreement notwithstanding any such engagement and anything contained in any Project Contracts or any other agreement, and no default under any Project Contract or agreement shall excuse the Concessionaire from its obligations or liability hereunder and the Concessionaire shall at all times be solely responsible for non non- performance or for any defect, deficiency or delay in the construction and erection and/or installation of the structures/equipment or any part thereof and for the operation and maintenance of the Project/the Project Facilities and Services in accordance with the provisions of this Agreement; (ii) the Concessionaire should have obtained requisite security clearance for the Contractor the Concessionaire intends to engage; (iii) the Concessionaire shall ensure that the Project Contracts contain provisions that entitle the Concessioning Authority to step into such contract in its sole discretion in substitution of the Concessionaire in the event of termination or suspension of this Agreement; and (iv) any contract that it enters with an Affiliate in respect of the Project shall be on an arms arm’s length basis.