Common use of Further Representations and Warranties of Concessionaire Clause in Contracts

Further Representations and Warranties of Concessionaire. In addition, the Concessionaire represents and warrants to the Authority that: (a) The execution, delivery and performance of this Agreement and all instruments or Agreements required hereunder do not conflict with, contravene, violate, result in the breach of, constitute a default under or accelerate performance of any Agreement or instrument to which the Concessionaire is a party, including without limitation, its articles and memorandum of association or by which it is or may be bound or any Applicable Laws or any covenant, Agreement, understanding, decree or order, injunction, award to which it is a party or by which it or any of its properties or assets is bound or affected; (b) There are no actions, suits, proceedings, or investigations pending or, to the Concessionaire’s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any Essential Material Adverse Effect; (c) It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Authority or any other pending or potential matters which may result in any Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement; (d) It has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities, which individually or in the aggregate have or may have Material Adverse Effect; (e) No representation or warranty by the Preferred Bidder /Concessionaire contained herein or in any other document furnished by it to the Authority or to any Government Authority in relation to Applicable Permits or otherwise contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (f) Each Consortium Member/the Preferred Bidder was and is duly organised and existing under the laws of the jurisdiction of its incorporation and has full power and authority to consent to and has consented to the Concessionaire entering into this Agreement and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; Provided that whenever any pending or potential matter, including the matters listed in the sub-sections above, comes to the knowledge of the Preferred Bidder /Concessionaire , during the Concession Period, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement, the Concessionaire shall immediately intimate the same to the Authority; (g) In submitting its Proposal the Preferred Bidder/Concessionaire has complied with all the Applicable Laws and it is and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal proceedings or liabilities which individually or in the aggregate have or may have Material Adverse Effect on its financial condition or its ability to implement the Project. (h) All rights and interests of the Concessionaire in the Project, the Project Facilities and Project Assets shall pass to and vest in the Authority or its nominated agency on the Transfer Date free and clear of all liens, claims, and Encumbrances, without any further act or deed on the part of the Preferred Bidder/Concessionaire or the Authority and that none of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Concessionaire subject to any Agreement under which a Security Interest or other lien or encumbrance is retained by any person save and except as expressly provided in this Agreement; and (i) No sums, in cash or kind, have been paid or will be paid by or on behalf of the Preferred Bidder /Concessionaire to any person by way of commission or otherwise for securing the Concession execution of this Agreement or for influencing or attempting to influence any officer or employee of the Authority.

Further Representations and Warranties of Concessionaire. In addition, the Concessionaire represents and warrants to the Authority that: (a) The execution, delivery and performance of this Agreement and all instruments or Agreements required hereunder do not conflict with, contravene, violate, result in the breach of, constitute a default under or accelerate performance of any Agreement or instrument to which the Concessionaire is a party, including without limitation, its articles and memorandum of association or by which it is or may be bound or any Applicable Laws or any covenant, Agreement, understanding, decree or order, injunction, award to which it is a party or by which it or any of its properties or assets is bound or affected; (b) There are no actions, suits, proceedings, or investigations pending or, to the Concessionaire’s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any Essential Material Adverse Effect; (c) It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Authority or any other pending or potential matters which may result in any Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement; (d) It has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities, which individually or in the aggregate have or may have Material Adverse Effect; (e) No representation or warranty by the Preferred Selected Bidder /Concessionaire contained herein or in any other document furnished by it to the Authority or to any Government Authority in relation to Applicable Permits or otherwise contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (f) Each Consortium Member/Member and the Preferred Bidder SPV was and is duly organised and existing under the laws of the jurisdiction of its incorporation and has full power and authority to consent to and has consented to the Concessionaire entering into this Agreement and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; Provided that whenever any pending or potential matter, including the matters listed in the sub-sections above, comes to the knowledge of the Preferred Selected Bidder /Concessionaire , during the Concession Period, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement, the Concessionaire shall immediately intimate the same to the Authority; (g) In submitting its Proposal the Preferred Bidder/Concessionaire Selected Bidder has complied with all the Applicable Laws and it is and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal proceedings or liabilities which individually or in the aggregate have or may have Material Adverse Effect on its financial condition or its ability to implement the Project. (h) All rights and interests of the Concessionaire in the Project, the Project Facilities and Project Assets shall pass to and vest in the Authority or its nominated agency on the Transfer Date free and clear of all liens, claims, and Encumbrances, without any further act or deed on the part of the Preferred Bidder/Concessionaire or the Authority and that none of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Concessionaire subject to any Agreement under which a Security Interest or other lien or encumbrance is retained by any person save and except as expressly provided in this Agreement; and (i) No sums, in cash or kind, have been paid or will be paid by or on behalf of the Preferred Selected Bidder /Concessionaire to any person by way of commission or otherwise for securing the Concession execution of this Agreement or for influencing or attempting to influence any officer or employee of the Authority.

Further Representations and Warranties of Concessionaire. In addition, the Concessionaire represents and warrants to the Authority that: (a) The execution, delivery and performance of this Agreement and all instruments or Agreements required hereunder do not conflict with, contravene, violate, result in the breach of, constitute a default under or accelerate performance of any Agreement or instrument to which the Concessionaire is a party, including without limitation, its articles and memorandum of association or by which it is or may be bound or any Applicable Laws or any covenant, Agreement, understanding, decree or order, injunction, award to which it is a party or by which it or any of its properties or assets is bound or affected; (b) There are no actions, suits, proceedings, or investigations pending or, to the Concessionaire’s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any Essential Material Adverse Effect; (c) It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Authority or any other pending or potential matters which may result in any Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement; (d) It has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities, which individually or in the aggregate have or may have Material Adverse Effect; (e) No representation or warranty by the Preferred Selected Bidder /Concessionaire contained herein or in any other document furnished by it to the Authority or to any Government Authority in relation to Applicable Permits or otherwise contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (f) Each Consortium Member/Member and the Preferred Bidder SPV was and is duly organised and existing under the laws of the jurisdiction of its incorporation and has full power and authority to consent to and has consented to the Concessionaire entering into this Agreement and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; Provided that whenever any pending or potential matter, including the matters listed in the sub-sections above, comes to the knowledge of the Preferred Selected Bidder /Concessionaire , during the Concession Period, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement, the Concessionaire shall immediately intimate the same to the Authority; (g) In submitting its Proposal Proposal, the Preferred Bidder/Concessionaire Selected Bidder has complied with all the Applicable Laws and it is and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal proceedings or liabilities which individually or in the aggregate have or may have Material Adverse Effect on its financial condition or its ability to implement the Project. (h) All rights and interests of the Concessionaire in the Project, the Project Facilities and Project Assets shall pass to and vest in the Authority or its nominated agency on the Transfer Date free and clear of all liens, claims, and Encumbrances, without any further act or deed on the part of the Preferred Bidder/Concessionaire or the Authority and that none of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Concessionaire subject to any Agreement under which a Security Interest or other lien or encumbrance is retained by any person save and except as expressly provided in this Agreement; and (i) No sums, in cash or kind, have been paid or will be paid by or on behalf of the Preferred Selected Bidder /Concessionaire to any person by way of commission or otherwise for securing the Concession execution of this Agreement or for influencing or attempting to influence any officer or employee of the Authority.