Common use of Project Contracts Clause in Contracts

Project Contracts. (a) There are no material Project Contracts except for (i) the Purchased Project Contracts and (ii) the Excluded Project Contracts. Seller has made available to Purchaser complete and accurate copies, in all material respects, of all Purchased Project Contracts (other than Third-Party Held IP Rights Project Contracts) and Excluded Project Contracts (including all written amendments, modifications, extensions, renewals, and supplements thereto). No Affiliate of Seller is a party to a Contract that would or would reasonably be expected to constitute a Project Contract if Seller, rather than such Affiliate of Seller, were a party thereto. (b) Except as set forth in Schedule 4.9, no default, event, or condition that, with notice or lapse of time or both, would constitute a breach or default of Seller or, to Seller’s Knowledge, any counterparty thereto has occurred or exists under any of the Purchased Project Contracts (other than any of the Third-Party Held IP Rights Project Contracts), except such breaches, defaults, events, or conditions as (i) to which requisite waivers have been duly obtained or (ii) would not (A) result in any Liability to Purchaser or any of its Affiliates or (B) give rise to any right of termination under such Purchased Project Contract. (c) No material Action is pending or, to Seller’s Knowledge, threatened against Seller challenging the enforceability of any Purchased Project Contract (other than any Third-Party Held IP Rights Project Contracts). (d) Each Purchased Project Contract (other than any Third-Party Held IP Rights Project Contracts) constitutes the valid and binding obligation of Seller and, to Seller’s Knowledge, the other parties thereto, is in full force and effect, and is enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Project Contracts. (a) There are no material Project Contracts except for (i) 6.18.1 The Concessionaire accepts and undertakes to ensure that the Purchased Project Contracts and (ii) the Excluded Project Contracts. Seller has made available to Purchaser complete and accurate copies, in all material respects, terms of all Purchased Project Contracts (other than Third-Party Held IP Rights Project Contracts) and Excluded Project Contracts (including all written the agreements between the Concessionaire and any other Person(s), including vendors of goods and services, or between any of these entities) shall be in conformity with the provisions of this Concession Agreement and not in derogation of or conflict with the provisions hereof. In the event of any conflict or inconsistency between such documents and this Concession Agreement, the provisions of this Concession Agreement shall prevail. The Concessionaire further undertakes that any agreement between itself and any other Person(s), or between any of these entities, shall contain such terms and conditions as may be necessary to ensure that the counterparty thereto is required to perform its part of the agreement(s) in conformity with the Concessionaire’s obligations under this Concession Agreement and that such Project Contracts shall run co terminus with this Concession Agreement with a right to the Authority to step in the place of the Concessionaire post termination of this Concession Agreem ent for any reason. 6.18.2 The Concessionaire shall (i) provide to the Authority notarised true copies of the duly executed Project Contracts to which the Concessionaire is a party, including any related instruments, deeds, contracts, supplemental agreements and other such documents relating thereto and of any amendments, modifications, extensions, renewals, and supplements thereto)or replacements etc. No Affiliate thereof within 15 (fifteen) days of Seller such execution or amendment etc. or such time as is a party to a Contract that would or would reasonably be expected to constitute a Project Contract if Seller, rather than such Affiliate of Seller, were a party theretostipulated herein for specific documents. (bii) Except as set forth in Schedule 4.9Not make any replacement, no default, event, modification or condition that, with notice or lapse of time or both, would constitute a breach or default of Seller or, amendment to Seller’s Knowledge, any counterparty thereto has occurred or exists under any of the Purchased Project Contracts (other than at any time without the prior approval of the Third-Party Held IP Rights Project Contracts)Governing Body if such replacement, except such breaches, defaults, events, modification or conditions as (i) to which requisite waivers amendment has or may have been duly obtained the effect of imposing or (ii) would not (A) result in increasing any Liability to Purchaser financial liability or obligation or any of its Affiliates other liability on the Authority and in the event that any replacement, modification or (B) give rise to any right of termination under amendment is made without such Purchased Project Contractapproval, the Concessionaire shall not enforce such replacement, modification or amendment nor permit enforcement thereof against the Authority. (ciii) No material Action is pending orSubject to the terms hereof, to Seller’s Knowledge, threatened against Seller challenging comply with its obligations set out in the enforceability Project Documents. the Authority shall not be liable in any manner whatsoever for any agreements of any Purchased Project Contract the Concessionaire with third parties (i.e. parties other than any Third-Party Held IP Rights Project Contractsthe Authority and the Concessionaire). (d) Each Purchased Project Contract (other than any Third-Party Held IP Rights Project Contracts) constitutes the valid and binding obligation of Seller and, to Seller’s Knowledge, the other parties thereto, is in full force and effect, and is enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Project Contracts. Operations Co will not: (a) There are no terminate, or agree to or permit the termination of, all or any material part of any Project Contracts except for Contract except: (i1) as required to do so by the Purchased Authority pursuant to the provisions of the Project Contracts and Agreement; or (ii2) the Excluded Project Contracts. Seller has made available to Purchaser complete and accurate copies, in all material respects, if there is an event of all Purchased Project Contracts (other than Third-Party Held IP Rights Project Contracts) and Excluded Project Contracts (including all written amendments, modifications, extensions, renewals, and supplements thereto). No Affiliate of Seller is a party to a Contract that would or would reasonably be expected to constitute default under a Project Contract if Seller, rather than such Affiliate and Operations Co terminates it in order to prevent or cure an Operations Co Event of Seller, were a party thereto.Default; (b) Except as set forth in Schedule 4.9, no default, eventmake, or condition thatagree to or permit the making of: (1) any material amendment of any Project Contract, with notice or lapse of time or both, would constitute a breach or default of Seller or, to Seller’s Knowledge, any counterparty thereto has occurred or exists under any of the Purchased Project Contracts (other than amendments (whether made by Change Certificate or otherwise) that are the direct and reasonable consequence of a Change; or (2) any departure by any party from any material provision of the Third-Party Held IP Rights Project Contracts), except such breaches, defaults, events, or conditions as (i) to which requisite waivers have been duly obtained or (ii) would not (A) result in any Liability to Purchaser or any of its Affiliates or (B) give rise to any right of termination under such Purchased Project Contract.; 34985-2017 25902380.4 Amended and Restated Project Implementation Agreement NG-KIH Project (c) No material Action is pending or, to Seller’s Knowledge, threatened against Seller challenging the enforceability of any Purchased Project Contract (other than any Third-Party Held IP Rights Project Contracts).Not used (d) Each Purchased permit any Project Contractor to assign or transfer to any Person any of such Project Contractor’s rights or obligations under a Project Contract (other than in accordance with the terms of such Project Contract; or (e) enter into, or permit the entering into of, any Third-Party Held IP Rights Project ContractsContract other than those entered into on or before the Effective Date, unless Operations Co has, at its earliest practicable opportunity, submitted to Project Co and the Authority notice of the proposed course of action (and any relevant documentation) constitutes and the valid Authority has consented to such course of action under the Project Agreement. Operations Co acknowledges the provisions of Section 4.6 of the Project Agreement and binding obligation agrees that the Authority will give or deny such consent within: (i) 15 Business Days of Seller andreceipt of such notice and all relevant documentation, if Operations Co is seeking to Seller’s Knowledgeterminate a Project Contract and such Project Contract may, the other parties thereto, is in full force and effect, and is enforceable in accordance with its terms, except as be terminated immediately; and (ii) 30 Business Days of receipt of such enforceability may notice and all relevant documentation in all other cases, and, if the Authority fails to give or deny its consent within such time periods, it will be limited by bankruptcydeemed not to have given its consent. Operations Co further acknowledges and agrees that, insolvencyin determining whether to provide such consent under the Project Agreement and without limiting the Authority’s discretion, reorganizationit will be reasonable for the Authority to refuse its consent to the proposed course of action if: (f) the proposed assignee, moratoriumtransferee or party entering into any Project Contract is a Restricted Person; or (g) the proposed course of action could, in the reasonable opinion of the Authority, have a material adverse effect on the Authority or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principlesProject.

Project Contracts. (a) There are no material Project Contracts except for Co will not: (i) terminate, or accept or consent or agree to or permit, the Purchased termination of, all or any material part of, any Project Contracts Contract except: (A) as required or permitted to do so by the City pursuant to the provisions of this Agreement; or (B) if there is an event of default under a Project Contract and Project Co terminates the Project Contract in order to prevent or cure a Default or a Termination Event hereunder (provided that commercially reasonable alternative measures would not prevent or cure such Default or Termination Event); (ii) make, or consent or agree to or permit, the Excluded making of: (A) any material amendment of any Project Contracts. Seller has made available to Purchaser complete and accurate copiesContract, in all material respects, of all Purchased Project Contracts (other than Third-Party Held IP Rights Project Contractsamendments that are the direct and reasonable consequence of a Change Directive or Change Order Confirmation; or (B) and Excluded Project Contracts (including all written amendmentsa material waiver, modificationsrelease, extensions, renewals, and supplements thereto). No Affiliate or suspension by any other party from the performance of Seller is any provision by a party to a Contract that would any Project Contract; (iii) subject to Sections 22.1 [Limitations on Assignment], 22.4 [Factors the City May Consider] and 22.6 [Project Co Persons, Subcontractors] consent or would reasonably be expected agree to, or permit, any other party to constitute a Project Contract if Sellerto assign or transfer to any other Person any of such party’s rights or obligations under a Project Contract; (iv) enter into, rather or consent or agree to, or permit, the entering into of, any contract in the nature of the Project Contracts, other than those entered into on or before Commercial Close and as listed in Schedule 25 [Completion Documents]; (v) breach any of its obligations (or waive or allow to lapse any rights it may have) under any Project Contract, that would have an adverse effect on Project Co’s ability to perform its obligations under this Agreement or that would have the effect of increasing any liability of the City, whether actual or potential, unless Project Co has, at its earliest practicable opportunity, submitted to the City notice of the proposed course of action and any relevant explanatory documentation and the City has consented to such Affiliate course of Selleraction, were a party theretosuch consent not to be unreasonably withheld or delayed. (b) Except as set forth in Schedule 4.9For the purposes of this Section 1.2 [Project Contracts] a material amendment, no defaultwaiver, eventrelease or suspension of a provision of a Project Contract includes, but is not limited to, any of those events that does, or condition that, with notice or lapse of time or both, would constitute a breach or default of Seller or, to Seller’s Knowledge, any counterparty thereto has occurred or exists under any of the Purchased Project Contracts (other than any of the Third-Party Held IP Rights Project Contracts), except such breaches, defaults, events, or conditions as be reasonably expected to: (i) to which requisite waivers have been duly obtained alter or modify the allocation of risks or responsibilities of the contracting parties under the Project Contract; (ii) would not create a conflict or inconsistency with any term of this Agreement or Project Document; (Aiii) result in any Liability to Purchaser alter, modify, terminate or any replace the Performance Security of its Affiliates or a Project Contractor; or (Biv) give rise to affect any right of termination under such Purchased Project Contract. (c) No material Action is pending or, to Seller’s Knowledge, threatened against Seller challenging the enforceability of any Purchased Project Contract (other than any Third-Party Held IP Rights Project Contracts). (d) Each Purchased Project Contract (other than any Third-Party Held IP Rights Project Contracts) constitutes the valid and binding or obligation of Seller and, to Seller’s Knowledge, the other parties thereto, is in full force and effectCity under this Agreement or under a Project Document, and is enforceable in accordance with its termsas a consequence adversely affect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratoriumimpair or compromise the performance, or other similar laws the capacity or capability of general application relating Project Co or a Project Contractor to perform the Project Requirements or affecting otherwise adversely affect the enforcement Project or the City, including increasing any actual or potential liability of creditors’ rights and by general equitable principlesthe City.