PPP Co. Equipment
PPP Co and the Authority will agree the timing of the Small Works, so as to minimise inconvenience or disruption to the Services. PPP Co. will take all reasonable steps to minimise the duration of any Small Works.
PPP Co. Falling Behind Construction Programme
PPP Co will base its costings on a forecast capital replacement programme of plant, machinery, equipment, fixtures, fittings and furniture designed to maintain the building environment at the specified output standards. PPP Co. will also consider the means of funding this expenditure throughout the life of the Project. The risk associated with assessing what will need replacing, when and how much this will cost, is one that PPP Co. should take and therefore the Authority should not attempt to be prescriptive in this respect.
PPP Co will provide the Authority with a copy of any application for any PPP Co. Necessary Consents and other relevant documents relating to them. PPP Co. will notify the Authority of any decision by any Relevant Authority on an application for any PPP Co. Necessary Consent as soon as it is known and will at any time and from time to time at its own cost provide to the Authority such other information with respect to progress in obtaining any PPP Co. Necessary Consent as the Authority may reasonably require.
PPP Co represents, warrants and undertakes that it and its Sub-Contractors have the competence to comply with the provisions of this Clause 14 (Health and Safety) and will allocate adequate resources to facilitate such compliance.
PPP Co. Equipment will have the benefit of any warranties available from manufacturers and/or suppliers and which are included in the price of the PPP Co. Equipment. PPP Co. will use all reasonable endeavours to procure such warranties.
PPP Co and the Authority will each be entitled to change any of its nominees by giving written notice of such change to PPP Co. and the Authority (as applicable) as soon as reasonably practicable and before any meeting of the Liaison Committee.
PPP Co will keep the Authority fully informed of all negotiations with the relevant Taxation Authority in relation to any Relevant Tax Liability in respect of a Compensation Payment. PPP Co. will not agree, accept or compromise any claim, issue or dispute relating to such Relevant Tax Liability without the prior consent of the Authority (such consent not to be unreasonably withheld, conditioned or delayed). The Authority may, if it considers in good faith that such action is justified having regard to the likely costs and benefits, direct PPP Co. to resist, appeal, defend or otherwise dispute the Relevant Tax Liability in respect of the Compensation Payment, provided that the cost of any such dispute (including any interest or penalties incurred) will be at the Authority’s expense. Where any resistance, appeal, defence or other mode of dispute results in a more beneficial position in relation to the Relevant Tax Liability, an adjustment will be made to the amount payable under Clause 27.4(a) above to reflect such outcome.
PPP Co. Warranties
(a) it is a limited liability company duly incorporated and validly existing under the laws of Ireland and has the legal right and full power and authority to carry on its business as currently carried on and to own its property and assets;
(b) it has the legal right and full power and authority to execute, deliver and perform all its obligations under this Project Agreement and each of the Project Documents to which it is a party and to exercise its rights under them;
(c) all necessary action has been taken (and not revoked) and, subject to Clause 5.2(j) below, any necessary third party consents, approvals and authorisations have been obtained and are valid and subsisting to authorise the execution, delivery and performance of the Project Agreement and the Project Documents (to which PPP Co. is a party) by PPP Co., and the Project Agreement and the Project Documents (to which PPP Co. is a party) when executed will constitute valid and legally binding agreements of PPP Co. enforceable in accordance with the terms thereof. PPP Co. has not at any time prior to the date hereof entered into any other legally binding agreements with any other party other than the Project Agreement, the Project Documents and the Funding Agreements which would affect the interpretation or application of the Project Agreement, the Project Documents or the Funding Agreements;
(d) the execution, delivery and performance of the Project Agreement and Project Documents by PPP Co. does not:
(i) contravene any Law to which it is subject; or
(ii) result in any actual or potential breach of or default under any obligation, agreement, licence, instrument or consent to which it is a party or by which it is bound or which it requires to carry on its business; or
(iii) result in any actual or potential breach of or default under any Encumbrance, lease, contract, order, judgment, award, injunction, regulation or other restriction or obligation of any kind or character by which or to which any assets of PPP Co. are bound or subject; or
(iv) relieve any person from any obligation to PPP Co. (whether contractual or otherwise) or enable any person to determine or avoid any such obligation or any right or benefit enjoyed by PPP Co. or enable any person to exercise any right whether under an agreement with or otherwise in respect of PPP Co. (save where the contrary is expressly permitted in or contemplated by the Project Agreement, any of the Project Documents or any of the Funding Agreeme...
