Common use of Representation and Warrantees Clause in Contracts

Representation and Warrantees. i. Corporate Set up: Except to the extent already disclosed in writing by the DA, if any, to DRDO, shall be deemed to have assured, confirmed, undertaken as follows: a. The Development Agency is an Indian company/ Partnership firm/ Limited Liability partnership/ Sole proprietorship, registered as per applicable Indian laws with a minimum of 51 percent Indian ownership and shall continue to be owned as such over the total duration of the project, b. The Development Agency having foreign investment, if any, is “owned” and “controlled” by resident Indian citizens and/or Indian companies which are ultimately owned and controlled by resident Indian citizens as per the FDI policy of the GoI. c. The DA shall inform DRDO, if it proposes to undertake or permit any merger, consolidation, reorganization scheme of arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstitution or substantial expansion. The word ‘substantial expansion’ shall have the same meaning as under the Industries (development and Regulation) Act, 1951. d. The DA shall inform DRDO within 30 (thirty) days, if it has notice of any application for winding up having been made or any statutory notice of winding up under the provisions of the Companies Act, 2013, or any other notice under any other Act or otherwise of any suit or other legal process intended to be filed or initiated against the DA and affecting the title to the properties of the DA or if a receiver is appointed of any of its properties or business or undertaking. e. The DA shall notify DRDO of any material change in its entity status, entity name, Project Coordinator, implementation site, registered office or any such change that would impact on performance of its obligations under the Project and this agreement ii. Conflict with Memorandum and Articles of Association/ Regulatory Compliances iii. Due payment of public and other demands

Representation and Warrantees. i. Corporate Set up: Except to the extent already disclosed in writing by the DA, if any, to DRDO, shall be deemed to have assured, confirmed, undertaken as follows: a. The Development Agency is an Indian company/ Partnership firm/ Limited Liability partnership/ Sole proprietorshipcompany, registered as per applicable Indian laws with a minimum of 51 percent Indian ownership and shall continue to be owned as such over the total duration of the project, b. The Development Agency having foreign investment, if any, is “owned” and “controlled” by resident Indian citizens and/or Indian companies which are ultimately owned and controlled by resident Indian citizens as per the FDI policy of the GoI. c. The DA shall inform DRDO, if it proposes to undertake or permit any merger, consolidation, reorganization scheme of arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstitution or substantial expansion. The word ‘substantial expansion’ shall have the same meaning as under the Industries (development and Regulation) Act, 1951. d. The DA shall inform DRDO within 30 (thirty) days, if it has notice of any application for winding up having been made or any statutory notice of winding up under the provisions of the Companies Act, 2013, or any other notice under any other Act or otherwise of any suit or other legal process intended to be filed or initiated against the DA and affecting the title to the properties of the DA or if a receiver is appointed of any of its properties or business or undertaking. e. The DA shall notify DRDO of any material change in its entity status, entity name, Project Coordinator, implementation site, registered office or any such change that would impact on performance of its obligations under the Project and this agreementMoU ii. Conflict with Memorandum and Articles of Association/ Regulatory CompliancesCompliances None of the conditions stipulated by DRDO conflicts with the Memorandum and Articles of Association or Applicable regulatory compliances of the DA. MOA / Applicable regulatory compliances DA should allow them to accept Grants, and Research and Development (Related to this project) should form part of its main or ancillary business in MOA/ Applicable regulatory compliances. If the same are not in compliance, the DA shall amend its Memorandum and/or Articles of Association or applicable regulatory compliances, for safeguarding the rights of DRDO arising out of or under this MoU, if so required. Company shall be registered under the Indian Law. iii. Due payment of public and other demandsdemands Any dues or fault which is being notified by competent authority (Court/Income Tax office) and has passed an order leading to some legal action against DA, in that context this MoU shall stand revoked. iv. Use of the Grant The amount of the grant support will be used strictly for the purpose of the project and not for any other purpose. In case it is found/established at any stage that the amount of grant has been misutilized /misappropriated by the DA, if any, directly or indirectly, the further disbursement of installments will be stopped by DRDO. In such case, the DA, if any, shall be liable to refund the entire Grant/disbursements made by DRDO till date, together with interest shall also be liable to be prosecuted for appropriate civil and/or criminal action which might be taken by DRDO against the DA, its directors and guarantor and/or official/agent of the DA. v. Infringement of IPR The DA , if any, declare/s that to the best of his/ their knowledge and belief, use of manufacturing process does not infringe any third party's valid patent rights / Intellectual Property Rights. Validation and verification in context of the project, should be carried out with much sensitivity and precaution by DA to avoid all kind of infringements rights and issues. DA will be solely responsible for any kind of legal implications emanating from such infringement. The DA, if any, agree/s to indemnify DRDO's legal implication for infringements in this regards. It is agreed and declared that all the cost towards such legal action shall be borne by the DA.

Representation and Warrantees. i. Corporate Set up: Except to the extent already disclosed in writing by the DA, if any, to DRDO, shall be deemed to have assured, confirmed, undertaken as follows: a. The Development Agency is an Indian company/ Partnership firm/ Limited Liability partnership/ Sole proprietorship, registered as per applicable Indian laws with a minimum of 51 percent Indian ownership and shall continue to be owned as such over the total duration of the project, b. The Development Agency having foreign investment, if any, is “owned” and “controlled” by resident Indian citizens and/or Indian companies which are ultimately owned and controlled by resident Indian citizens as per the FDI policy of the GoI. c. The DA shall inform DRDO, if it proposes to undertake or permit any merger, consolidation, reorganization scheme of arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstitution or substantial expansion. The word ‘substantial expansion’ shall have the same meaning as under the Industries (development and Regulation) Act, 1951. d. The DA shall inform DRDO within 30 (thirty) days, if it has notice of any application for winding up having been made or any statutory notice of winding up under the provisions of the Companies Act, 2013, or any other notice under any other Act or otherwise of any suit or other legal process intended to be filed or initiated against the DA and affecting the title to the properties of the DA or if a receiver is appointed of any of its properties or business or undertaking. e. The DA shall notify DRDO of any material change in its entity status, entity name, Project Coordinator, implementation site, registered office or any such change that would impact on performance of its obligations under the Project and this agreement ii. Conflict with Memorandum and Articles of Association/ Regulatory CompliancesCompliances None of the conditions stipulated by DRDO conflicts with the Memorandum and Articles of Association or Applicable regulatory compliances of the DA. MOA / Applicable regulatory compliances DA should allow them to accept Grants, and Research and Development (Related to this project) should form part of its main or ancillary business in MOA/ Applicable regulatory compliances. If the same are not in compliance, the DA shall amend its Memorandum and/or Articles of Association or applicable regulatory compliances, for safeguarding the rights of DRDO arising out of or under this Agreement, if so required. Company/ partnership firm/ sole proprietorship shall be registered under the Indian Law. iii. Due payment of public and other demandsdemands Any dues or fault which is being notified by competent authority (Court/Income Tax office) and has passed an order leading to some legal action against DA, in that context this Agreement shall stand revoked. iv. Use of the Grant The amount of the grant support will be used strictly for the purpose of the project and not for any other purpose. In case it is found/established at any stage that the amount of grant has been misutilized /misappropriated by the DA, if any, directly or indirectly, the further disbursement of installments will be stopped by DRDO. In such case, the DA, if any, shall be liable to refund the entire Grant/disbursements made by DRDO till date, together with interest shall also be liable to be prosecuted for appropriate civil and/or criminal action which might be taken by DRDO against the DA, its directors and guarantor and/or official/agent of the DA. v. Infringement of IPR The DA , if any, declare/s that to the best of his/ their knowledge and belief, use of manufacturing process does not infringe any third party's valid patent rights / Intellectual Property Rights. Validation and verification in context of the project, should be carried out with much sensitivity and precaution by DA to avoid all kind of infringements rights and issues. DA will be solely responsible for any kind of legal implications emanating from such infringement. The DA, if any, agree/s to indemnify DRDO's legal implication for infringements in this regards. It is agreed and declared that all the cost towards such legal action shall be borne by the DA.