Common use of Limitation & exclusions to the Grant Clause in Contracts

Limitation & exclusions to the Grant. 8.2.1 The Parties recognize and agree that nothing contained in the Agreement shall be constructed to constitute a transfer of the title to or any ownership rights in the Project Land, the Assets or the Project Utilities developed thereupon in favour of the Developer. The Developer shall not, at any time during the Term, assert any ownership rights and/or lease rights over the Project Land or the Assets and Project Utilities developed thereupon, and/ or any other interests in the Project Land (save and except the Lease Rights to the Commercial Development Assets as set out under the Agreement), and/or any built-up structures and all other assets erected on the Project Land and/or shops etc., in /at the Station. Further the Lease Rights granted to the Developer in respect of the Commercial Development Assets shall be incapable of conversion into freehold rights. It is further clarified that Developer will have only license to operate the shops / kiosk / commercial areas / outlets in / at the Station subject to and as per terms of the Agreement and Station Facility Management Agreement. 8.2.2 Notwithstanding anything contrary contained herein or in the Bidding Document, the Developer will, after the Appointed Date and after making allowance towards all future payments by the Developer to the Authority and expenditure towards Station Development Project and Redevelopment Project, have only the necessary rights for creation of lien and/or Encumbrance on the Lease Rights of Commercial Development Assets created/ to be created (together with its development rights under the Agreement) in favour of its bankers and insurers in accordance with the terms hereof. For the sake of clarity it is provided that the Developer can obtain loan / financial assistance only after the Appointed Date, and further the Developer shall not have any right to create lien and/or Encumbrance, of any nature whatsoever, in respect of the other Assets, the Project Utilities and/or the Project Land or any part thereof. 8.2.3 Without prejudice to the foregoing, the Developer agrees, confirms and undertakes that it shall not sell, license, sub-license, lease, sub-lease, assign, underlet or sub-let or part with its rights in the Project Land or any part thereof, except any Sub-Lease or Sub-License or Encumbrance on the Lease Rights of Commercial Development Assets as specifically permitted under the Agreement. 8.2.4 No land belonging to or in the possession of the Railway shall be occupied by the Developer without the permission of the Authority. The Developer shall not use, or allow to be used, the Project Land for any purpose other than that of executing the Project. Provided that Developer shall ensure that the Station Development Land and the Redevelopment Land is available for use by Authority and/ or Railway, their relevant personnel and end-users (including passengers), in accordance with the approved works programme for the Station Development Project and the Redevelopment Project. 8.2.5 It is expressly agreed understood and recorded between the Parties that: (a) mining rights cannot, and do not, form part of the rights granted hereunder and the Developer hereby acknowledges that it does not, and shall not, have any mining rights in the Project Land under the Agreement or any interest in the underlying mineral, if any. (b) any archaeological discoveries shall belong to and vest in the Government and the Developer shall promptly report the discovery thereof to Authority and the appropriate Government Authority and follow such Authority’s instruction for safe removal thereof. (c) the Developer shall not sell or otherwise dispose off or remove except for the purpose of the Agreement, the sand, stone, clay, ballast, earth, rock or other substances or materials which may be obtained from any excavation made for the purpose of the Project or any building or produced upon the Project Land. (d) Developer undertakes that all gold, silver, oil and other minerals of any description and all precious stones, coins, treasures, relics, antiquities and other similar things including any buried railway utility/material, which shall be found in or upon the Project site shall be duly preserved and handed over to the satisfaction of Authority (or its nominee). 8.2.6 It is expressly agreed between the Parties that Authority reserves for itself, provided that the same is not inconsistent with the Project in accordance with the Agreement, the right to grant any easements over or rights of access or rights of way on, over, under, through or across the Project Land for (a) the purposes of supply of electricity, gas, telecommunication cables, water, sewerage, drainage or any other services and utilities, or (b) the purposes of transport or other services to the public. 8.2.7 The Developer hereby admits, agrees and acknowledges that Authority has not made any representation to the Developer or given any warranty of any nature whatsoever to the Developer in respect of the Project Land including in respect of its usefulness, utility, or conduciveness for the implementation of the Project, or the fulfillment of criteria or conditions for obtaining Applicable Permits by the Developer for implementing the Project (including on the Project Land). 8.2.8 The Developer shall not assign, transfer or sublet or create any lien or encroachment or easement or Encumbrance on the Agreement or the grant hereby granted or on the whole or any part of the Project Land, the Redevelopment Assets, the Station Development Assets or Project Utilities, nor otherwise transfer, lease, or part possession thereof, save and except as expressly permitted by the Agreement or the Substitution Agreement.

Limitation & exclusions to the Grant. 8.2.1 The Parties recognize and agree that nothing contained in the Agreement shall be constructed to constitute a transfer of the title to or any ownership rights in the Project Land, the Assets or the Project Utilities developed thereupon in favour of the Developer. The Developer shall not, at any time during the Term, assert any ownership rights and/or lease rights over the Project Land or the Assets and Project Utilities developed thereupon, and/ or any other interests in the Project Land (save and except the Lease Rights to the Commercial Development Assets as Assetsas set out under the Agreement), and/or any built-up structures and all other assets erected on the Project Land and/or shops etc., in /at in/at the Station. Further the Lease Rights granted to the Developer in respect of the Commercial Development Assets shall Assetsshall be incapable of conversion into freehold rights. It is further clarified that Developer will have only license to operate the shops / kiosk / commercial areas / outlets in / at the Station subject to and as per terms of the Agreement and Agreementand Station Facility Management Agreement. 8.2.2 Notwithstanding anything contrary contained herein or in the Bidding Document, the Developer will, after the Appointed Date and after making allowance towards all future payments by the Developer to the Authority and expenditure towards Station Development Project and Redevelopment Project, have only the necessary rights for creation of lien and/or Encumbrance on the Lease Rights of Commercial Development Assets created/ to be created (together with its development rights under the Agreement) in favour of its bankers and insurers in insurersin accordance with the terms hereof. For the sake of clarity it is provided that the Developer can obtain loan / financial assistance only after the Appointed Date, and further the Developer shall not have any right to create lien and/or Encumbrance, of any nature whatsoever, in respect of the other Assets, the Project Utilities and/or the Project Land or any part thereof. 8.2.3 Without prejudice to the foregoing, the Developer agrees, confirms and undertakes that it shall not sell, license, sub-license, lease, sub-lease, assign, underlet or sub-let or part with its rights in the Project Land or any part thereof, except any Sub-Lease or Sub-License or Encumbrance on the Lease Rights of Commercial Development Assets as specifically permitted under the Agreement. 8.2.4 No land belonging to or in the possession of the Railway shall be occupied by the Developer without the permission of the Authority. The Developer shall not use, or allow to be used, the Project Land for any purpose other than that of executing the Project. Provided that Developer shall ensure that the Station Development Land and the Redevelopment Land is available for use by Authority and/ or Railway, their relevant personnel and end-users (including passengers), in accordance with the approved works programme for the Station Development Project and the Redevelopment Project. 8.2.5 It is expressly agreed understood and recorded between the Parties that: (a) mining rights cannot, and do not, form part of the rights granted hereunder and the Developer hereby acknowledges that it does not, and shall not, have any mining rights in the Project Land under the Agreement or any interest in the underlying mineral, if any. (b) any archaeological discoveries shall belong to and vest in the Government and the Developer shall promptly report the discovery thereof to Authority and the appropriate Government Authority and follow such Authority’s instruction for safe removal thereof. (c) the Developer shall not sell or otherwise dispose off or remove except for the purpose of the Agreement, the sand, stone, clay, ballast, earth, rock or other substances or materials which may be obtained from any excavation made for the purpose of the Project or any building or produced upon the Project Land. (d) Developer undertakes that all gold, silver, oil and other minerals of any description and all precious stones, coins, treasures, relics, antiquities and other similar things including any buried railway utility/material, which shall be found in or upon the Project site shall be duly preserved and handed over to the satisfaction of Authority (or its nominee). 8.2.6 It is expressly agreed between the Parties that Authority reserves for itself, provided that the same is not inconsistent with the Project in accordance with the Agreement, the right to grant any easements over or rights of access or rights of way on, over, under, through or across the Project Land for (a) the purposes of supply of electricity, gas, telecommunication cables, water, sewerage, drainage or any other services and utilities, or (b) the purposes of transport or other services to the public. 8.2.7 The Developer hereby admits, agrees and acknowledges that Authority has not made any representation to the Developer or given any warranty of any nature whatsoever to the Developer in respect of the Project Land including in respect of its usefulness, utility, or conduciveness for the implementation of the Project, or the fulfillment of criteria or conditions for obtaining Applicable Permits by the Developer for implementing the Project (including on the Project Land). 8.2.8 The Developer shall not assign, transfer or sublet or create any lien or encroachment or easement or Encumbrance on the Agreement or the grant hereby granted or on the whole or any part of the Project Land, the Redevelopment Assets, the Station Development Assets or Project Utilities, nor otherwise transfer, lease, or part possession thereof, save and except as expressly permitted by the Agreement or the Substitution Agreement.

Limitation & exclusions to the Grant. 8.2.1 The Parties recognize and agree that nothing contained in the Agreement shall be constructed to constitute a transfer of the title to or any ownership rights in the Project Land, the Assets or the Project Utilities developed thereupon in favour of the Developer. The Developer shall not, at any time during the Term, assert any ownership rights and/or lease rights over the Project Land or the Assets and Project Utilities developed thereupon, and/ or any other interests in the Project Land (save and except the Lease Rights to the Commercial Development Assets as set out under the Agreement), and/or any built-up structures and all other assets erected on the Project Land and/or shops etc., in /at the Station. Further the Lease Rights granted to the Developer in respect of the Commercial Development Assets shall be incapable of conversion into freehold rights. It is further clarified that Developer will have only license to operate the shops / kiosk / commercial areas / outlets in / at the Station subject to and as per terms of the Agreement and Station Facility Management Agreement. 8.2.2 Notwithstanding anything contrary contained herein or in the Bidding Document, the Developer will, after the Appointed Date and after making allowance towards all future payments by the Developer to the Authority and expenditure towards Station Development Project and Redevelopment Project, have only the necessary rights for creation of lien and/or Encumbrance on the Lease Rights of Commercial Development Assets created/ to be created (together with its development rights under the Agreement) in favour of its bankers and insurers in accordance with the terms hereof. For the sake of clarity it is provided that the Developer can obtain loan / financial assistance only after the Appointed Date, and further the Developer shall not have any right to create lien and/or Encumbrance, of any nature whatsoever, in respect of the other Assets, the Project Utilities and/or the Project Land or any part thereof. 8.2.3 Without prejudice to the foregoing, the Developer agrees, confirms and undertakes that it shall not sell, license, sub-license, lease, sub-lease, assign, underlet or sub-let or part with its rights in the Project Land or any part thereof, except any Sub-Lease or Sub-License or Encumbrance on the Lease Rights of Commercial Development Assets as specifically permitted under the Agreement. 8.2.4 No land belonging to or in the possession of the Railway shall be occupied by the Developer without the permission of the Authority. The Developer shall not use, or allow to be used, the Project Land for any purpose other than that of executing the Project. Provided that Developer shall ensure that the Station Development Land and the Redevelopment Land is available for use by Authority and/ or Railway, their relevant personnel and end-users (including passengers), in accordance with the approved works programme for the Station Development Project and the Redevelopment Project. 8.2.5 It is expressly agreed understood and recorded between the Parties that: (a) mining rights cannot, and do not, form part of the rights granted hereunder and the Developer hereby acknowledges that it does not, and shall not, have any mining rights in the Project Land under the Agreement or any interest in the underlying mineral, if any. (b) any archaeological discoveries shall belong to and vest in the Government and the Developer shall promptly report the discovery thereof to Authority and the appropriate Government Authority and follow such Authority’s Authority‟s instruction for safe removal thereof. (c) the Developer shall not sell or otherwise dispose off or remove except for the purpose of the Agreement, the sand, stone, clay, ballast, earth, rock or other substances or materials which may be obtained from any excavation made for the purpose of the Project or any building or produced upon the Project Land. (d) Developer undertakes that all gold, silver, oil and other minerals of any description and all precious stones, coins, treasures, relics, antiquities and other similar things including any buried railway utility/material, which shall be found in or upon the Project site shall be duly preserved and handed over to the satisfaction of Authority (or its nominee). 8.2.6 It is expressly agreed between the Parties that Authority reserves for itself, provided that the same is not inconsistent with the Project in accordance with the Agreement, the right to grant any easements over or rights of access or rights of way on, over, under, through or across the Project Land for (a) the purposes of supply of electricity, gas, telecommunication cables, water, sewerage, drainage or any other services and utilities, or (b) the purposes of transport or other services to the public. 8.2.7 The Developer hereby admits, agrees and acknowledges that Authority has not made any representation to the Developer or given any warranty of any nature whatsoever to the Developer in respect of the Project Land including in respect of its usefulness, utility, or conduciveness for the implementation of the Project, or the fulfillment of criteria or conditions for obtaining Applicable Permits by the Developer for implementing the Project (including on the Project Land). 8.2.8 The Developer shall not assign, transfer or sublet or create any lien or encroachment or easement or Encumbrance on the Agreement or the grant hereby granted or on the whole or any part of the Project Land, the Redevelopment Assets, the Station Development Assets or Project Utilities, nor otherwise transfer, lease, or part possession thereof, save and except as expressly permitted by the Agreement or the Substitution Agreement.

Limitation & exclusions to the Grant. 8.2.1 The Parties recognize and agree that nothing contained in the Agreement shall be constructed to constitute a transfer of the title to or any ownership rights in the Project Land, the Assets or the Project Utilities developed thereupon in favour of the Developer. The Developer shall not, at any time during the Term, assert any ownership rights and/or lease rights over the Project Land or the Assets and Project Utilities developed thereupon, and/ or any other interests in the Project Land (save and except the Lease Rights to the Commercial Development Assets as set out under the Agreement), and/or any built-up structures and all other assets erected on the Project Land and/or shops etc., in /at the Station. Further the Lease Rights granted to the Developer in respect of the Commercial Development Assets shall be incapable of conversion into freehold rights. It is further clarified that Developer will have only license to operate the shops / kiosk / commercial areas / outlets in / at the Station subject to and as per terms of the Agreement and Station Facility Management Agreement. 8.2.2 Notwithstanding anything contrary contained herein or in the Bidding Document, the Developer will, after the Appointed Date and after making allowance towards all future payments by the Developer to the Authority and expenditure towards Station Development Project and Redevelopment Project, have only the necessary rights for creation of lien and/or Encumbrance on the Lease Rights of Commercial Development Assets created/ to be created (together with its development rights under the Agreement) in favour of its bankers and insurers in accordance with the terms hereof. For the sake of clarity it is provided that the Developer can obtain loan / financial assistance only after the Appointed Date, and further the Developer shall not have any right to create lien and/or Encumbrance, of any nature whatsoever, in respect of the other Assets, the Project Utilities and/or the Project Land or any part thereof. 8.2.3 Without prejudice to the foregoing, the Developer agrees, confirms and undertakes that it shall not sell, license, sub-license, lease, sub-lease, assign, underlet or sub-let or part with its rights in the Project Land or any part thereof, except any Sub-Lease or Sub-License or Encumbrance on the Lease Rights of Commercial Development Assets as specifically permitted under the Agreement. 8.2.4 No land belonging to or in the possession of the Railway shall be occupied by the Developer without the permission of the Authority. The Developer shall not use, or allow to be used, the Project Land for any purpose other than that of executing the Project. Provided that Developer shall ensure that the Station Development Land and the Redevelopment Land is available for use by Authority and/ or Railway, their relevant personnel and end-users (including passengers), in accordance with the approved works programme for the Station Development Project and the Redevelopment Project. 8.2.5 It is expressly agreed understood and recorded between the Parties that: (a) mining rights cannot, and do not, form part of the rights granted hereunder and the Developer hereby acknowledges that it does not, and shall not, have any mining rights in the Project Land under the Agreement or any interest in the underlying mineral, if any. (b) any archaeological discoveries shall belong to and vest in the Government and the Developer shall promptly report the discovery thereof to Authority and the appropriate Government Authority and follow such Authority’s instruction for safe removal thereof. (c) the Developer shall not sell or otherwise dispose off or remove except for the purpose of the Agreement, the sand, stone, clay, ballast, earth, rock or other substances or materials which may be obtained from any excavation made for the purpose of the Project or any building or produced upon the Project Land. (d) Developer undertakes that all gold, silver, oil and other minerals of any description and all precious stones, coins, treasures, relics, antiquities and other similar things including any buried railway utility/material, which shall be found in or upon the Project site shall be duly preserved and handed over to the satisfaction of Authority (or its nominee). 8.2.6 It is expressly agreed between the Parties that Authority reserves for itself, provided that the same is not inconsistent with the Project in accordance with the Agreement, the right to grant any easements over or rights of access or rights of way on, over, under, through or across the Project Land for (a) the purposes of supply of electricity, gas, telecommunication cables, water, sewerage, drainage or any other services and utilities, or (b) the purposes of transport or other services to the public. 8.2.7 The Developer hereby admits, agrees and acknowledges that Authority has not made any representation to the Developer or given any warranty of any nature whatsoever to the Developer in respect of the Project Land including in respect of its usefulness, utility, or conduciveness for the implementation of the Project, or the fulfillment of criteria or conditions for obtaining Applicable Permits by the Developer for implementing the Project (including on the Project Land). 8.2.8 The Developer shall not assign, transfer or sublet or create any lien or encroachment or easement or Encumbrance on the Agreement or the grant hereby granted or on the whole or any part of the Project Land, the Redevelopment Assets, the Station Development Assets or Project Utilities, nor otherwise transfer, lease, or part possession thereof, save and except as expressly permitted by the Agreement or the Substitution Agreement.

Limitation & exclusions to the Grant. 8.2.1 (i) The Parties recognize and agree that nothing contained in the Agreement shall be constructed to constitute a transfer of the title to or any ownership rights in the Project Land, the Assets or the Project Utilities developed thereupon in favour of the Developer. The Developer shall not, at any time during the Term, assert any ownership rights and/or lease rights over the Project Land or the Assets and Project Utilities developed thereupon, and/ or any other interests in the Project Land (save and except the Lease Rights to the Commercial Development Assets Site as set out under the Agreement), and/or any built-up structures and all other assets erected on the Project Land and/or shops etc., in /at the StationLand. Further the Lease Rights granted to the Developer in respect of the Commercial Development Assets Site shall be incapable of conversion into freehold rights. It is further clarified that Developer will have only license to operate the shops / kiosk / commercial areas / outlets in / at the Station subject to and as per terms of the Agreement and Station Facility Management Agreement. 8.2.2 Notwithstanding anything contrary contained herein or in the Bidding Document, the Developer will, after the Appointed Date and after making allowance towards all future payments by the Developer to the Authority and expenditure towards Station Development Project and Redevelopment Project, have only the necessary rights for creation of lien and/or Encumbrance on the Lease Rights of Commercial Development Assets created/ to be created (together with its development rights under the Agreementii) in favour of its bankers and insurers in accordance with the terms hereof. For the sake of clarity it is provided that the Developer can obtain loan / financial assistance only after the Appointed Date, and further the Developer shall not have any right to create lien and/or Encumbrance, of any nature whatsoever, in respect of the other Assets, the Project Utilities and/or the Project Land or any part thereof. 8.2.3 Without prejudice to the foregoing, the Developer agrees, confirms and undertakes that it shall not sell, license, sub-license, lease, sub-lease, assign, underlet or sub-let or part with its rights in the possession of the Project Land or any part thereof, except any Sub-Lease or Sub-License or Encumbrance on the Lease Rights of Commercial Development Assets as specifically permitted under the Agreement. 8.2.4 (iii) No land belonging to or in the possession of the Railway shall be occupied by the Developer without the permission of the AuthorityIRSDC. The Developer shall not use, or allow to be used, the Project Land for any purpose other than that of executing the Project. Provided that Developer shall ensure that the Station Development Land and the Redevelopment Land is available for use by Authority IRSDC and/ or RLDA and/ or Railway, their relevant personnel and end-users (including passengers), in accordance with the approved works programme for the Station Development Project and the Redevelopment ProjectProject . 8.2.5 (iv) It is expressly agreed understood and recorded between the Parties that: (a) mining rights cannot, and do not, form part of the rights granted hereunder and the Developer hereby acknowledges that it does not, and shall not, have any mining rights in the Project Land under the Agreement or any interest in the underlying mineral, if any. (b) any archaeological discoveries shall belong to and vest in the Government and the Developer shall promptly report the discovery thereof to Authority IRSDC and the appropriate Government Authority authority and follow such Authorityauthority’s instruction for safe removal thereof. (c) the Developer shall not sell or otherwise dispose off or remove except for the purpose of the Agreement, the sand, stone, clay, ballast, earth, rock or other substances or materials which may be obtained from any excavation made for the purpose of the Project or any building or produced upon the Project Land. (d) Developer undertakes that all gold, silver, oil and other minerals of any description and all precious stones, coins, treasures, relics, antiquities and other similar things including any buried railway utility/material, which shall be found in or upon the Project site shall be duly preserved and handed over to the satisfaction of Authority IRSDC (or its nomineenominee including the RLDA and concerned Government Authority). 8.2.6 (v) It is expressly agreed between the Parties that Authority IRSDC reserves for itself, provided that the same is not inconsistent with the Project in accordance with the Agreement, the right to grant any easements over or rights of access or rights of way on, over, under, through or across the Project Land for (ai) the purposes of supply of electricity, gas, telecommunication cables, water, sewerage, drainage or any other services and utilities, or (bii) the purposes of transport or other services to the public. 8.2.7 The Developer hereby admits, agrees and acknowledges that Authority has not made any representation to the Developer or given any warranty of any nature whatsoever to the Developer in respect of the Project Land including in respect of its usefulness, utility, or conduciveness for the implementation of the Project, or the fulfillment of criteria or conditions for obtaining Applicable Permits by the Developer for implementing the Project (including on the Project Land). 8.2.8 The Developer shall not assign, transfer or sublet or create any lien or encroachment or easement or Encumbrance on the Agreement or the grant hereby granted or on the whole or any part of the Project Land, the Redevelopment Assets, the Station Development Assets or Project Utilities, nor otherwise transfer, lease, or part possession thereof, save and except as expressly permitted by the Agreement or the Substitution Agreement.