Common use of Handback of Transfer Assets Clause in Contracts

Handback of Transfer Assets. Upon Termination of the Agreement for any reason whatsoever or the Expiry of Term of Concession Agreement as mentioned under Article 6.5 and consequent obligation of Concessionaire shall hand over “Transfer Assets” to the Concessioning Authority, on expiry of the Term - (i) All Movable Assets, movable property, stocks, materials, vehicles and spares relatable to Transfer Assets shall be transferred to Concessioning Authority or its nominee, clear of any Encumbrances and with good title; (ii) All assets, duly certified by the concerned regulatory / licensing / accreditation / rating agency, as given below: a. Structural Safety Certificate of the Project Facility from competent, reputed and recognized Structural Engineer Shall be transferred to Concessioning Authority or its nomine, clear of Encumbrances and with good title; (iii) All immovable property, assets, structures, buildings, services, furnishings, edifices, court- areas, ways, walls, compounds relatable to Transfer Assets shall be transferred to Concessioning Authority or its nominee, clear of all Encumbrances and with good title; (iv) The rights and obligations under or pursuant to all contracts relatable to Transfer Assets and other arrangements entered into in accordance with the provisions of the Agreement between Concessionaire and any third party shall (in consideration of Concessioning Authority’s assumption of the obligations under or pursuant to the contracts and other arrangements) be vested in Concessioning Authority or its nominee, clear of all Encumbrances and with good title; and (v) Notwithstanding anything contained in Article 6.6 (i),(ii), (iii) and (iv), prior to any transfer of the Transfer Assets, Concessioning Authority, shall have the right to conduct a due diligence of the contracts and agreements, the rights and obligations of which it is assuming and shall not be bound to assume the rights and obligations of contracts that, in the sole opinion of Concessioning Authority are unreasonably onerous, and would be considered onerous at the time that the contracts were entered into. In relation to all such contracts that are not transferred to Concessioning Authority, no third Entity, including the counter-party of such contract shall have any right, license, title, interest, benefit, claim or demand against or over any Asset and such Transfer Asset shall be transferred to Concessioning Authority or its nominee, free from all Encumbrances and with good title. (vi) Furthermore, notwithstanding anything contained in the Agreement no liability (accrued or contingent) of Concessionaire or relating to the Project Facility arising on account of actions or inactions prior to the Transfer Date shall be assumed or transferred to Concessioning Authority or its nominees. The Concessioning Authority or its nominees shall not be liable for liabilities in relation to the Project arising pursuant to the Transfer Date. In the event of any such liability being assumed or transferred to Concessioning Authority or its nominee or any Encumbrance existing on any of the Transfer Assets, the quantum of such liability and / or amount corresponding to such Encumbrance, shall be compensated by Concessionaire to Concessioning Authority. (vii) Without prejudice to the foregoing, Concessionaire agrees to indemnify and keep indemnified the Concessioning Authority from and against all actions, proceedings, losses, damages, liabilities, claims, costs and expenses whatsoever which may be sustained or suffered by the Concessioning Authority as a result of any actions or omissions of the Concessionaire prior to the transfer of the Transfer Assets. It is expressly understood by the Parties that this Article shall survive the termination or expiry of this Agreement.

Handback of Transfer Assets. Upon Termination termination of the this Agreement for any reason whatsoever or the Expiry of Term of Concession Agreement as mentioned under Article 6.5 and consequent obligation of Concessionaire shall hand over Concessioning Authority to acquire the “Transfer Assets” to the Concessioning Authorityhereof, on expiry of the Term - (i) All Movable AssetsTerm, movable property, stocks, materials, vehicles and spares relatable to the Concessionaire shall ensure that on the Transfer Assets shall be transferred to Concessioning Authority or Date its nominee, clear of any Encumbrances and with good title; (ii) All assets, duly certified by the concerned regulatory / licensing / accreditation / rating agency, as given belowinterest in: a. Structural Safety Certificate of the Project Facility from competent, reputed and recognized Structural Engineer Shall be transferred to Concessioning Authority or its nomine, clear of Encumbrances and with good title;i. Deleted (iii) ii. All immovable property, assets, structures, buildings, services, furnishings, edifices, court- court-areas, ways, walls, compounds compounds, equipment, plant & machinery relatable to Transfer Assets shall be transferred to Concessioning Authority or its nominee, clear of all Encumbrances and with good title; (iv) iii. The rights and obligations under or pursuant to all contracts relatable to Transfer Assets and other arrangements entered into in accordance with the provisions of the this Agreement between Concessionaire and any third party shall (in consideration of Concessioning Authority’s assumption of the obligations under or pursuant to the contracts and other arrangements) be vested in Concessioning Authority or its nominee, clear of all Encumbrances and with good title; and (v) iv. Notwithstanding anything contained in Article 6.6 (i),(ii), (iii) and (ivii), prior to any transfer of the Transfer Assets, Concessioning Authority, shall have the right to conduct a due diligence of the contracts and agreements, the rights and obligations of which it is assuming and shall not be bound to assume the rights and obligations of contracts that, in the sole opinion of Concessioning Authority are unreasonably onerous, and would be considered onerous at the time that the contracts were entered into. In relation to all such contracts that are not transferred to Concessioning Authority, no third Entity, including the counter-party of such contract shall have any right, license, title, interest, benefit, claim or demand against or over any Asset and such Transfer Asset shall be transferred to Concessioning Authority or its nominee, free from all Encumbrances and with good title. (vi) v. Furthermore, notwithstanding anything contained in the Agreement Article 11.1 no liability (accrued or contingent) of Concessionaire or relating to the Project Facility arising on account of actions or inactions prior to the Transfer Date shall be assumed or transferred to Concessioning Authority or its nominees. The Concessioning Authority or its nominees shall not be liable for liabilities in relation to the Project arising pursuant to the Transfer Date. In the event of any such liability being assumed or transferred to Concessioning Authority or its nominee or any Encumbrance existing on any of the Transfer Assets, the quantum of such liability and / or amount corresponding to such Encumbrance, shall be compensated by Concessionaire to Concessioning Authority. (vii) vi. Without prejudice to the foregoing, Concessionaire agrees to indemnify and keep indemnified the Concessioning Authority from and against all actions, proceedings, losses, damages, liabilities, claims, costs and expenses whatsoever which may be sustained or suffered by the Concessioning Authority as a result of any actions or omissions of the Concessionaire prior to the transfer of the Transfer Assets. It is expressly understood by the Parties that this Article shall survive the termination or expiry of this Agreement.

Handback of Transfer Assets. Upon Termination of the this Agreement for any reason whatsoever or the Expiry of Term of Concession Agreement as mentioned under Article 6.5 and consequent obligation of Concessionaire shall hand over “Transfer Assets” to the Concessioning Authority, Authority the Concessionaire shall ensure that on expiry of the Term -Transfer Date its interest in: (i) All Movable Assets, movable property, stocks, materials, vehicles and spares relatable to Transfer Assets shall be transferred to Concessioning Authority or its nominee, clear of any Encumbrances and with good title;title except for that residential component of the project which has been converted into freehold ownership as per the provision of Article 2.9.2 (e) (ii) All assets, duly certified by the concerned regulatory / licensing / accreditation / rating agency, as given below: a. Structural Safety Certificate of the Project Facility from competent, reputed and recognized Structural Engineer Shall be transferred to Concessioning Authority or its nomine, clear of Encumbrances and with good title; (iii) All immovable property, assets, structures, buildings, services, furnishings, edifices, court- court-areas, ways, walls, compounds relatable to Transfer Assets shall be transferred to Concessioning Authority or its nominee, clear of all Encumbrances and with good title; (iv) The rights and obligations under or pursuant to all contracts relatable to Transfer Assets and other arrangements entered into in accordance with the provisions of the this Agreement between Concessionaire and any third party shall (in consideration of Concessioning Authority’s assumption of the obligations under or pursuant to the contracts and other arrangements) be vested in Concessioning Authority or its nominee, clear of all Encumbrances and with good title; and (v) Notwithstanding anything contained in Article 6.6 (i),(ii), (iii) and (iv), prior to any transfer of the Transfer Assets, Concessioning Authority, shall have the right to conduct a due diligence of the contracts and agreements, the rights and obligations of which it is assuming and shall not be bound to assume the rights and obligations of contracts that, in the sole opinion of Concessioning Authority are unreasonably onerous, and would be considered onerous at the time that the contracts were entered into. In relation to all such contracts that are not transferred to Concessioning Authority, no third Entity, including the counter-party of such contract shall have any right, license, title, interest, benefit, claim or demand against or over any Asset and such Transfer Asset shall be transferred to Concessioning Authority or its nominee, free from all Encumbrances and with good title. (vi) Furthermore, notwithstanding anything contained in the Agreement Article 11.1 no liability (accrued or contingent) of Concessionaire or relating to the Project Facility arising on account of actions or inactions prior to the Transfer Date shall be assumed or transferred to Concessioning Authority or its nominees. The Concessioning Authority or its nominees shall not be liable for liabilities in relation to the Project arising pursuant to the Transfer Date. In the event of any such liability being assumed or transferred to Concessioning Authority or its nominee or any Encumbrance existing on any of the Transfer Assets, the quantum of such liability and / or amount corresponding to such Encumbrance, shall be compensated by Concessionaire to Concessioning Authority. (vii) Without prejudice to the foregoing, Concessionaire agrees to indemnify and keep indemnified the Concessioning Authority from and against all actions, proceedings, losses, damages, liabilities, claims, costs and expenses whatsoever which may be sustained or suffered by the Concessioning Authority as a result of any actions or omissions of the Concessionaire prior to the transfer of the Transfer Assets. It is expressly understood by the Parties that this Article shall survive the termination or expiry of this Agreement.

Handback of Transfer Assets. Upon Termination termination of the this Agreement for any reason whatsoever or the Expiry of Term of Concession Agreement as mentioned under Article 6.5 and consequent obligation of Concessionaire shall hand over Concessioning Authority to acquire the “Transfer Assets” to the Concessioning Authorityhereof, on expiry of the Term - (i) All Movable AssetsTerm, movable property, stocks, materials, vehicles and spares relatable to the Concessionaire shall ensure that on the Transfer Assets shall be transferred to Concessioning Authority or Date its nominee, clear of any Encumbrances and with good title; (ii) All assets, duly certified by the concerned regulatory / licensing / accreditation / rating agency, as given belowinterest in: a. Structural Safety Certificate of the Project Facility from competent, reputed and recognized Structural Engineer Shall be transferred to Concessioning Authority or its nomine, clear of Encumbrances and with good title;i. Deleted (iii) ii. All immovable property, assets, structures, buildings, services, furnishings, edifices, court- areas, ways, walls, compounds compounds, equipment, plant & machinery relatable to Transfer Assets shall be transferred to Concessioning Authority or its nominee, clear of all Encumbrances and with good title; (iv) iii. The rights and obligations under or pursuant to all contracts relatable to Transfer Assets and other arrangements entered into in accordance with the provisions of the this Agreement between Concessionaire and any third party shall (in consideration of Concessioning Authority’s assumption of the obligations under or pursuant to the contracts and other arrangements) be vested in Concessioning Authority or its nominee, clear of all Encumbrances and with good title; and (v) iv. Notwithstanding anything contained in Article 6.6 (i),(ii), (iii) and (ivii), prior to any transfer of the Transfer Assets, Concessioning Authority, shall have the right to conduct a due diligence of the contracts and agreements, the rights and obligations of which it is assuming and shall not be bound to assume the rights and obligations of contracts that, in the sole opinion of Concessioning Authority are unreasonably onerous, and would be considered onerous at the time that the contracts were entered into. In relation to all such contracts that are not transferred to Concessioning Authority, no third Entity, including the counter-party of such contract shall have any right, license, title, interest, benefit, claim or demand against or over any Asset and such Transfer Asset shall be transferred to Concessioning Authority or its nominee, free from all Encumbrances and with good title. (vi) v. Furthermore, notwithstanding anything contained in the Agreement Article 11.1 no liability (accrued or contingent) of Concessionaire or relating to the Project Facility arising on account of actions or inactions prior to the Transfer Date shall be assumed or transferred to Concessioning Authority or its nominees. The Concessioning Authority or its nominees shall not be liable for liabilities in relation to the Project arising pursuant to the Transfer Date. In the event of any such liability being assumed or transferred to Concessioning Authority or its nominee or any Encumbrance existing on any of the Transfer Assets, the quantum of such liability and / or amount corresponding to such Encumbrance, shall be compensated by Concessionaire to Concessioning Authority. (vii) vi. Without prejudice to the foregoing, Concessionaire agrees to indemnify and keep indemnified the Concessioning Authority from and against all actions, proceedings, losses, damages, liabilities, claims, costs and expenses whatsoever which may be sustained or suffered by the Concessioning Authority as a result of any actions or omissions of the Concessionaire prior to the transfer of the Transfer Assets. It is expressly understood by the Parties that this Article shall survive the termination or expiry of this Agreement.