Common use of Financial Close Clause in Contracts

Financial Close. 23.1.1 The Concessionaire shall provide to the Authority [3 (three)] copies of the Financial Package and Financial Model furnished by it to the prospective Senior Lenders. As and when such Financial Package is agreed with the Senior Lenders, with or without modifications, and such agreement is confirmed by the signing of the agreed Financial Package by both the Concessionaire and the Senior Lenders, a copy of the same shall be furnished by the Concessionaire to the Authority forthwith. 23.1.2 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire covenants with the Authority that it shall achieve Financial Close within [120 (one hundred and twenty)] days from the Execution Date. If the Concessionaire shall fail to achieve Financial Close within the said [120 (one hundred and twenty)] days period, the Concessionaire shall be entitled to a further period of [60 (sixty)] days, subject to payment of Damages to the Authority for an amount calculated at the rate of 0.3% (zero point three per cent) of the Performance Security for each day’s delay beyond the said [120 (one hundred and twenty)] day period. Notwithstanding anything to the contrary contained in this Agreement, the Authority shall be entitled to terminate this Agreement forthwith, without being liable in any manner whatsoever to the Concessionaire, if the Concessionaire fails to pay in advance the Damages to the Authority under and in accordance with this Sub-Article. 23.1.3 Notwithstanding anything to the contrary contained in this Agreement, if the Financial Close does not occur within [180 (one hundred and eighty)] days including the extended period as set forth in Article 23.1.2 above, all rights, privileges, claims and entitlements, if any, of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by and to have ceased with the concurrence of the Concessionaire. It is clarified that in such an event, notwithstanding anything contained herein or otherwise agreed between the Parties, the Authority shall not be liable to the Concessionaire in any manner whatsoever. 23.1.4 Upon Termination of this Agreement under Article 23.1.2 and 23.1.3, the Authority shall be entitled to encash the Performance Security or the Bid Security, as the case may be, and appropriate the proceeds thereof as Damages for failure to achieve Financial Close in accordance with this Article 23.1.

Financial Close. 23.1.1 The Concessionaire shall provide to the Authority [3 (three)] ) copies of the Financial Package and Financial Model furnished by it to the prospective Senior Lenders. As and when such Financial Package is agreed with the Senior Lenders, with or without modifications, and such agreement is confirmed by the signing of the agreed Financial Package by both the Concessionaire and the Senior Lenders, a copy of the same shall be furnished by the Concessionaire to the Authority forthwith. 23.1.2 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire covenants with the Authority that it shall achieve Financial Close within [120 (one hundred and twenty)] ) days from the Execution Date. If the Concessionaire shall fail to achieve Financial Close within the said [120 (one hundred and twenty)] ) days period, the Concessionaire shall be entitled to a further period of [60 (sixty)] ) days, subject to an advance weekly payment of Damages by the Concessionaire to the Authority of Rs. 10,00,000 (Rupees ten lakh)] per week or part thereof as Damages for an amount calculated at the rate of 0.3% (zero point three per cent) of the Performance Security for each day’s any delay beyond the said [120 (one hundred and twenty)] ) day period. Notwithstanding anything to the contrary contained in this Agreement, the Authority shall be entitled to terminate this Agreement forthwith, without being liable in any manner whatsoever to the Concessionaire, if the Concessionaire fails to pay in advance the Damages to the Authority under and in accordance with this Sub-Article. 23.1.3 Notwithstanding anything to the contrary contained in this Agreement, if the Financial Close does not occur within [180 (one hundred and eighty)] ) days including the extended period as set forth in Article Clause 23.1.2 above, all rights, privileges, claims and entitlements, if any, of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by and to have ceased with the concurrence of the Concessionaire. It is clarified that in such an event, notwithstanding anything contained herein or otherwise agreed between the Parties, the Authority shall not be liable to the Concessionaire in any manner whatsoever. 23.1.4 Upon Termination of this Agreement under Article Clause 23.1.2 and 23.1.3, the Authority shall be entitled to encash the Performance Security or the Bid Security, as the case may be, and appropriate the proceeds thereof as Damages for failure to achieve Financial Close in accordance with this Article Clause 23.1.

Financial Close. 23.1.1 The Concessionaire shall provide to the Authority [3 (three)] copies of the Financial Package and Financial Model furnished by it to the prospective Senior Lenders18.1. As and when such Financial Package is agreed with the Senior Lenders, with or without modifications, and such agreement is confirmed by the signing of the agreed Financial Package by both the Concessionaire and the Senior Lenders, a copy of the same shall be furnished by the Concessionaire to the Authority forthwith. 23.1.2 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire covenants with the Authority that it shall achieve Financial Close within [120 90 (one hundred and twenty)] ninety) days from the Execution Appointed Date. If the Concessionaire shall fail to achieve Financial Close within the said [120 90 (one hundred and twenty)] ninety) days periodperiod from Appointed Date, the thenthe Concessionaire shall be entitled to a further period of [60 15 (sixty)] days, fifteen) days subject to an advance weekly payment of Damages by the Concessionaire to the Authority of a sum of Rs.25,000 (Rupees twenty five thousand) per week or part thereof for an amount calculated any delay beyond the said 90 (ninety) days period from the Appointed Date, as Liquidated Damages on account of such delay in achieving Financial Close within the said 90 (ninety) days period from the Appointed Date. The Concessionaire shall make such payment within 3 (three) days of receiving such demand from the Authority and any delay in making such payment shall attract interest at the rate of 0.3% (zero point three State Bank of India base rate, applicable on that date plus two per cent) of the Performance Security for each day’s delay beyond the said [120 (one hundred and twenty)] day period; 18.2. Notwithstanding anything to the contrary contained in this Agreement, and if the Authority shall is not in default under the provisions of this Agreement, Authorityshall be entitled to terminate Terminate this Agreement forthwith, without being liable in any manner whatsoever to the Concessionaire, by a communication in writing to the Concessionaire pursuant to Clause 25.1 if the Concessionaire fails shall have failed to pay in advance the Liquidated Damages to the Authority under and in accordance with this Sub-Article.Clause 18.1 above; 23.1.3 18.3. Notwithstanding anything to the contrary contained in this Agreement, if the Financial Close does shall not occur within [180 105 (one hundred and eighty)] five) days including the extended period as set forth in Article 23.1.2 Clause 18.1 above, all rights, privileges, claims and entitlements, if any, of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by and to have ceased with the concurrence of the Concessionaire. It is clarified that in such an event, notwithstanding anything contained herein or otherwise agreed between and the Concession Agreement shall be deemed to have been terminated by mutual agreement of the Parties, the Authority shall not be liable to the Concessionaire in any manner whatsoever. 23.1.4 18.4. Upon Termination of this Agreement under Article 23.1.2 Clause 18.2 and 23.1.3, the Clause 18.3,the Authority shall be entitled to encash forfeit the Performance Security or the Bid Security, as the case may be, and appropriate the proceeds thereof as Damages for failure to achieve Financial Close in accordance with this Article 23.1Liquidated Damages.

Financial Close. 23.1.1 25.1.1 The Concessionaire shall provide to the Authority [3 (three)] copies of the Financial Package hereby agrees and Financial Model furnished by it to the prospective Senior Lenders. As and when such Financial Package is agreed with the Senior Lenders, with or without modifications, and such agreement is confirmed by the signing of the agreed Financial Package by both the Concessionaire and the Senior Lenders, a copy of the same shall be furnished by the Concessionaire to the Authority forthwith. 23.1.2 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire covenants with the Authority undertakes that it shall achieve Financial Close within 180 (one hundred and eighty) days from the date of this Agreement and in the event of delay, it shall be entitled to a further period not exceeding [120 (one hundred and twenty)] days from the Execution Date. If the Concessionaire shall fail to achieve Financial Close within the said [120 (one hundred and twenty)] days period, the Concessionaire shall be entitled to a further period of [60 (sixty)] days, subject to payment of Damages to the Authority for an amount in a sum calculated at the rate of 0.30.1% (zero point three one per cent) of the Performance Security for each day’s delay day of delay, or for a further period not exceeding 200 (two hundred) days, subject to payment of Damages specified in Clause 4.3; provided that the Damages specified herein shall be payable every week in advance and the period beyond the said [120 (one hundred and twenty)] day period. Notwithstanding anything to the contrary contained in this Agreement, the Authority shall be entitled to terminate this Agreement forthwith, without being liable in any manner whatsoever to the Concessionaire, if the Concessionaire fails to pay in advance the Damages to the Authority under and in accordance with this Sub-Article. 23.1.3 Notwithstanding anything to the contrary contained in this Agreement, if the Financial Close does not occur within [180 (one hundred and eighty)] ) days including shall be granted only to the extended period extent of Damages so paid; provided further that no Damages shall be payable if such delay in Financial Close has occurred solely as set forth a result of any default or delay by the Authority in Article 23.1.2 aboveprocuring satisfaction of the Conditions Precedent specified in Clause 4.1.2 or due to Force Majeure. For the avoidance of doubt, all rights, privileges, claims and entitlementsthe Damages payable hereunder by the Concessionaire shall be in addition to the Damages, if any, due and payable under the provisions of Clause 4.3. 25.1.2 The Concessionaire shall, upon occurrence of Financial Close, notify the Authority forthwith, and shall have provided to the Authority, at least 2 (two) days prior to Financial Close, 3 (three) true copies of the Financial Package and the Financial Model, duly attested by a Director of the Concessionaire, along with 3 (three) soft copies of the Financial Model in MS Excel version or any substitute thereof, which is acceptable to the Senior Lenders. In the event the Concessionaire proposes to keep separate Financial Close for each phase of development, it shall at least 30 (thirty) days prior to the scheduled date of commencement of construction for the relevant phase, provide to the Authority all the information as required under this Clause 25.1.2. However it shall be the responsibility of the Concessionaire under or arising out to ensures that Financing Agreements for the respective phase(s) do not contain anything contrary to the terms of this Agreement shall be deemed or proposes or is likely to have been waived by and to have ceased with the concurrence of the Concessionaire. It is clarified that in such an event, notwithstanding anything contained herein impose any financial obligation or otherwise agreed between the Parties, liability on the Authority shall not be liable to beyond the Concessionaire in any manner whatsoever. 23.1.4 Upon Termination terms of this Agreement under Article 23.1.2 and 23.1.3, the Authority shall be entitled to encash the Performance Security or the Bid Security, as the case may be, and appropriate the proceeds thereof as Damages for failure to achieve Financial Close in accordance with this Article 23.1Agreement.

Financial Close. 23.1.1 The Concessionaire shall provide to the Authority [3 (three)] copies of the Financial Package and Financial Model furnished by it to the prospective Senior Lenders. As and when such Financial Package is agreed with the Senior Lenders, with or without modifications, and such agreement is confirmed by the signing of the agreed Financial Package by both the Concessionaire and the Senior Lenders, a copy of the same shall be furnished by the Concessionaire to the Authority forthwith. 23.1.2 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire covenants with the Authority that it shall achieve Financial Close within [120 (one hundred and twenty)] days from the Execution Date. If the Concessionaire shall fail to achieve Financial Close within the said [120 (one hundred and twenty)] days period, the Concessionaire shall be entitled to a further period of [60 (sixty)] days, subject to an advance weekly payment of Damages by the Concessionaire to the Authority of [Rs. 100,000 (Rupees one lakh)] per week or part thereof as Damages for an amount calculated at the rate of 0.3% (zero point three per cent) of the Performance Security for each day’s any delay beyond the said [120 (one hundred and twenty)] day period. Notwithstanding anything to the contrary contained in this Agreement, the Authority shall be entitled to terminate this Agreement forthwith, without being liable in any manner whatsoever to the Concessionaire, if the Concessionaire fails to pay in advance the Damages to the Authority under and in accordance with this Sub-Article. 23.1.3 Notwithstanding anything to the contrary contained in this Agreement, if the Financial Close does not occur within [180 (one hundred and eighty)] days including the extended period as set forth in Article 23.1.2 above, all rights, privileges, claims and entitlements, if any, of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by and to have ceased with the concurrence of the Concessionaire. It is clarified that in such an event, notwithstanding anything contained herein or otherwise agreed between the Parties, the Authority shall not be liable to the Concessionaire in any manner whatsoever. 23.1.4 Upon Termination of this Agreement under Article 23.1.2 and 23.1.3, the Authority shall be entitled to encash the Performance Security or the Bid Security, as the case may be, and appropriate the proceeds thereof as Damages for failure to achieve Financial Close in accordance with this Article 23.1.