Common use of REPRESENTATIONS AND WARRANTIES 5 Clause in Contracts

REPRESENTATIONS AND WARRANTIES 5. 1 Representations and warranties of theContractor (i) The Contractor represents and warrants to the Authoritythat: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplatedhereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exerciseitsrightsandperformitsobligations underthisAgreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the termshereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this AgreementistrueandaccurateinallrespectsasonthedateofthisAgreement; (f) the execution, delivery and performance of this Agreement will not conflict with, or result in the breach of, or constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound oraffected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may resultinthebreachofthisAgreementorwhichindividuallyorintheaggregate may result in any material impairment of its ability to perform any of its obligations under thisAgreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect onitsabilitytoperformitsobligationsunderthisAgreementandnofactor Contract AgreementPage 42 of 151 “Construction of Four Lane Badarpur Bypass from Design Chainage km 27+300 at crossing with NH-6 (Old NH-44) Near Xxxxxxxxx Pt.-I Village to Design Chainage km 38+600 on NH-37 (Old NH-44) at Kandigram Chaita Village in the State of Assam on EPC Mode under Bharatmala Pariyojana in Economic Corridors (

REPRESENTATIONS AND WARRANTIES 5. 1 Representations and warranties of theContractor (i) The Contractor represents and warrants to the Authoritythat: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplatedhereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exerciseitsrightsandperformitsobligations underthisAgreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the termshereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this AgreementistrueandaccurateinallrespectsasonthedateofthisAgreement; (f) the execution, delivery and performance of this Agreement will not conflict with, or result in the breach of, or constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound oraffected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may resultinthebreachofthisAgreementorwhichindividuallyorintheaggregate may result in any material impairment of its ability to perform any of its obligations under thisAgreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect onitsabilitytoperformitsobligationsunderthisAgreementandnofactor Contract AgreementPage 42 43 of 151 160 “Construction Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of Four Lane Badarpur Bypass existing single lane road from Srirampur (near Bhairiguri Village) to Kachukhana Harichara Paglagaunj (Package-I) of Srirampur - Dhubri Section of NH-127B from existing Km 0.000 to Km 28.050 (Design Chainage km 27+300 at crossing with NH-6 Km 0.000 to Km 27.650), (Old NH-44Design Length=27.650 Km) Near Xxxxxxxxx Pt.-I Village to Design Chainage km 38+600 on NH-37 (Old NH-44) at Kandigram Chaita Village EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 circumstance exists which may give rise to such proceedings that would adversely affect the performance ofits obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on EPC Mode its ability to perform its obligations under Bharatmala Pariyojana thisAgreement; (j) no representation or warranty by it contained herein or in Economic Corridors any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or onits behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connectiontherewith; (l) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of theContractor; (m) it is adequately financed has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure, licenses, patents, copy rights, for designing, supplying/ procuring the goods and materials, and for providing the installation and construction services required for completing the construction of the Project Facilities;and (ii) it represents the Authoritythat: (a) it owns or has the right to use all “Intellectual Property” necessary to perform the contractual obligations and to carry on the Works without conflict with the right ofothers; (b) All intellectual property rights necessary to perform the contractual obligations and to carry on the Works are in full force and effect and are vested in, and beneficially owned by the Contractor, and are free from encumbrances.

REPRESENTATIONS AND WARRANTIES 5. 1 Representations and warranties of theContractor (i) The Contractor represents and warrants to the Authoritythat: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplatedhereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exerciseitsrightsandperformitsobligations underthisAgreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the termshereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this AgreementistrueandaccurateinallrespectsasonthedateofthisAgreement; (f) the execution, delivery and performance of this Agreement will not conflict with, or result in the breach of, or constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound oraffected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may resultinthebreachofthisAgreementorwhichindividuallyorintheaggregate may result in any material impairment of its ability to perform any of its obligations under thisAgreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect onitsabilitytoperformitsobligationsunderthisAgreementandnofactor Contract AgreementPage 42 44 of 151 153 “Construction Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of Four Lane Badarpur Bypass existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Chainage km 27+300 at crossing with NH-6 Km 27.650 to Km 54.154), (Old NH-44Design Length=26.504 Km) Near Xxxxxxxxx Pt.-I Village to Design Chainage km 38+600 on NH-37 (Old NH-44) at Kandigram Chaita Village EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 circumstance exists which may give rise to such proceedings that would adversely affect the performance ofits obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on EPC Mode its ability to perform its obligations under Bharatmala Pariyojana thisAgreement; (j) no representation or warranty by it contained herein or in Economic Corridors any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or onits behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connectiontherewith; (l) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of theContractor; (m) it is adequately financed has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure, licenses, patents, copy rights, for designing, supplying/ procuring the goods and materials, and for providing the installation and construction services required for completing the construction of the Project Facilities;and (ii) it represents the Authoritythat: (a) it owns or has the right to use all “Intellectual Property” necessary to perform the contractual obligations and to carry on the Works without conflict with the right ofothers; (b) All intellectual property rights necessary to perform the contractual obligations and to carry on the Works are in full force and effect and are vested in, and beneficially owned by the Contractor, and are free from encumbrances.

REPRESENTATIONS AND WARRANTIES 5. 1 Representations and warranties of theContractor (i) The Contractor represents and warrants to the Authoritythat: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplatedhereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exerciseitsrightsandperformitsobligations underthisAgreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the termshereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this AgreementistrueandaccurateinallrespectsasonthedateofthisAgreement; (f) the execution, delivery and performance of this Agreement will not conflict with, or result in the breach of, or constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound oraffected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may resultinthebreachofthisAgreementorwhichindividuallyorintheaggregate may result in any material impairment of its ability to perform any of its obligations under thisAgreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect onitsabilitytoperformitsobligationsunderthisAgreementandnofactor Contract AgreementPage 42 43 of 151 153 “Construction Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of Four Lane Badarpur Bypass existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Chainage km 27+300 at crossing with NH-6 Km 27.650 to Km 54.154), (Old NH-44Design Length=26.504 Km) Near Xxxxxxxxx Pt.-I Village to Design Chainage km 38+600 on NH-37 (Old NH-44) at Kandigram Chaita Village EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 circumstance exists which may give rise to such proceedings that would adversely affect the performance ofits obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on EPC Mode its ability to perform its obligations under Bharatmala Pariyojana thisAgreement; (j) no representation or warranty by it contained herein or in Economic Corridors any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or onits behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connectiontherewith; (l) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of theContractor; (m) it is adequately financed has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure, licenses, patents, copy rights, for designing, supplying/ procuring the goods and materials, and for providing the installation and construction services required for completing the construction of the Project Facilities;and (ii) it represents the Authoritythat: (a) it owns or has the right to use all “Intellectual Property” necessary to perform the contractual obligations and to carry on the Works without conflict with the right ofothers; (b) All intellectual property rights necessary to perform the contractual obligations and to carry on the Works are in full force and effect and are vested in, and beneficially owned by the Contractor, and are free from encumbrances.

REPRESENTATIONS AND WARRANTIES 5. 1 Representations and warranties of theContractor (i) The Contractor represents and warrants to the Authoritythat: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplatedhereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exerciseitsrightsandperformitsobligations underthisAgreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the termshereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this AgreementistrueandaccurateinallrespectsasonthedateofthisAgreement; (f) the execution, delivery and performance of this Agreement will not conflict with, or result in the breach of, or constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound oraffected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may resultinthebreachofthisAgreementorwhichindividuallyorintheaggregate may result in any material impairment of its ability to perform any of its obligations under thisAgreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect onitsabilitytoperformitsobligationsunderthisAgreementandnofactor Contract AgreementPage 42 41 of 151 “Construction 146 Widening/Improvement to 2-lane with earthen shoulder of Four Lane Badarpur Bypass Xxxxx Corner to Ukhrul section from existing km 34+650 to km 50+520 (Design Chainage km 2730+300 at crossing with NH-6 (Old NH-44970 to km 45+600) Near Xxxxxxxxx Pt.-I Village to Design Chainage km 38+600 on NH-37 (Old NH-44) at Kandigram Chaita Village of NH-202 in the State of Assam Manipur on EPC Mode mode. (Package-3, Length-14.63 km) Jan 2024 circumstance exists which may give rise to such proceedings that would adversely affect the performance ofits obligations under Bharatmala Pariyojana this Agreement; (i) it has complied with Applicable Laws in Economic Corridors all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under thisAgreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or onits behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connectiontherewith; (l) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of theContractor; (m) it is adequately financed has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure, licenses, patents, copy rights, for designing, supplying/ procuring the goods and materials, and for providing the installation and construction services required for completing the construction of the Project Facilities;and (ii) it represents the Authoritythat: (a) it owns or has the right to use all “Intellectual Property” necessary to perform the contractual obligations and to carry on the Works without conflict with the right ofothers; (b) All intellectual property rights necessary to perform the contractual obligations and to carry on the Works are in full force and effect and are vested in, and beneficially owned by the Contractor, and are free from encumbrances.

REPRESENTATIONS AND WARRANTIES 5. 1 Representations and warranties of theContractor (i) The Contractor represents and warrants to the Authoritythat: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplatedhereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exerciseitsrightsandperformitsobligations underthisAgreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the termshereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this AgreementistrueandaccurateinallrespectsasonthedateofthisAgreement; (f) the execution, delivery and performance of this Agreement will not conflict with, or result in the breach of, or constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound oraffected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may resultinthebreachofthisAgreementorwhichindividuallyorintheaggregate may result in any material impairment of its ability to perform any of its obligations under thisAgreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect onitsabilitytoperformitsobligationsunderthisAgreementandnofactor Contract AgreementPage 42 41 of 151 146 “Construction of Four Lane Badarpur Bypass from Design Chainage 2-lane Ukhrul bypass starting at km 27+300 537.850 of NH-202 & joining at crossing with NH-6 km 8.840 of NH-102A (Old NH-44Ukhrul – Toloi – Tadubi Road) Near Xxxxxxxxx Pt.-I Village to Design Chainage and continuing upto km 38+600 on NH-37 9.840 of NH- 102A (Old NH-44Package-1, Length-6.571 km) at Kandigram Chaita Village in the State of Assam Manipur on EPC Mode mode.” Dec 2023 circumstance exists which may give rise to such proceedings that would adversely affect the performance ofits obligations under Bharatmala Pariyojana this Agreement; (i) it has complied with Applicable Laws in Economic Corridors all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under thisAgreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or onits behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connectiontherewith; (l) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of theContractor; (m) it is adequately financed has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure, licenses, patents, copy rights, for designing, supplying/ procuring the goods and materials, and for providing the installation and construction services required for completing the construction of the Project Facilities;and (ii) it represents the Authoritythat: (a) it owns or has the right to use all “Intellectual Property” necessary to perform the contractual obligations and to carry on the Works without conflict with the right ofothers; (b) All intellectual property rights necessary to perform the contractual obligations and to carry on the Works are in full force and effect and are vested in, and beneficially owned by the Contractor, and are free from encumbrances.