Common use of Representations and Warranties of Concessionaire Clause in Contracts

Representations and Warranties of Concessionaire. Concessionaire represents and warrants to the ULB that: a) It is duly organized, validily existing and in good standing under the laws of India; b) It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; c) It has taken all necessary corporate and other actions under Applicable laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement; d) It has the financial standing and capacityto undertake the Project in accordance with the terms of this Agreement; e) 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 binding, valid and enforceable obligations against it in accordance with the terms hereof; f) It is subject to the laws of India and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this jurisdiction or matter arising thereunder, including any obligation, liability or responsibility hereunder; g) The information furnished in the Bid and as updated on or beforethe date of this Agreement is to the best of its knowledge and belief, true and accurate in allrespects as on the date of this Agreement; h) The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of Concessionaire‘s ‗Memorandum and Articles of Association‘ or any of the Applicable laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; i) There are no actions, suits, proceedings or investigations pending, or to Concessionaire‘s 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 constitute Concessionaire Event of Default or which individually or in the aggregate may result in Material Adverse Effect; j) It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Agency which may result in Material Adverse Effect; k) It has complied with all Applicable Laws 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 Material Adverse Effect; l) All its rights and interests in the Project shall pass to and vest in the ULB on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act of deed on its part or act of the ULB and that none of the Project Assets shall be acquired by it, subject to any agreement, under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; m) It shall at no time undertake or permit any Change in Ownership except as permitted under Clause 5.19. n) The Consortium members and their Associates have the financial standing and the resources to fund the required Equity and to raise debt necessary for undertaking and implementing the Project in accordance with this Agreement. o) Each Consortium member is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the ULB to enter into this Agreement with the Concessionaire pursuant to LOA; and hasagreed to unconditionally accept the terms and conditions set forth in this Agreement; p) No representation or warranty by it contained herein or in any other document furnished by it to ULB 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; q) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwiseforsecuringtheConcessionorenterin gintothisAgreementorfor influencing or attempting to influence any officer or employee of the ULB in connection therewith; and

Representations and Warranties of Concessionaire. Concessionaire represents and warrants to the ULB Participating ULBs that: (a) It is duly organized, validily validity existing and in good standing under the laws of India; (b) It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) It has taken all necessary corporate and other actions under Applicable laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement; (d) It has the financial standing and capacityto capacity to undertake the Project in accordance with the terms of this Agreement; (e) 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 binding, valid and enforceable obligations against it in accordance with the terms hereof; (f) It is subject to the laws of India and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this jurisdiction or matter arising thereunder, including any obligation, liability or responsibility hereunder; (g) The information furnished in the Bid and as updated on or beforethe before the date of this Agreement is to the best of its knowledge and belief, true and accurate in allrespects all respects as on the date of this Agreement; (h) The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of Concessionaire‘s ‗Memorandum Concessionaire’s ‘Memorandum and Articles of Association‘ ’ or any of the Applicable laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; (i) There are no actions, suits, proceedings or investigations pending, or to Concessionaire‘s Concessionaire’s 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 constitute Concessionaire Event of Default or which individually or in the aggregate may result in Material Adverse Effect; (j) It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Agency which may result in Material Adverse Effect; (k) It has complied with all Applicable Laws 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 Material Adverse Effect; (l) All its rights and interests in the Project shall pass to and vest in the Lead ULB on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act of deed on its part or act of the Lead ULB and that none of the Project Assets shall be acquired by it, subject to any agreement, under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this AgreementAgreement ; (m) Concessionaire agrees to indemnify and hold indemnified the Participating ULBs against all cost, expenses, and penalties arising out of: (i) Operations of the Project Facilities under this Agreement. (ii) Compliance with all labour laws and all possible claims and employment related liabilities of its staff employed in relation with the Project. (n) It shall at no time undertake or permit any Change in Ownership except as permitted under Clause 5.195.11. n(o) The Consortium members and their Associates have the financial standing and the resources to fund the required Equity and to raise debt necessary for undertaking and implementing the Project in accordance with this Agreement. o(p) Each Consortium member is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the ULB Participating ULBs to enter into this Agreement with the Concessionaire pursuant to LOA; and hasagreed has agreed to unconditionally accept the terms and conditions set forth in this Agreement; p(q) No representation or warranty by it contained herein or in any other document furnished by it to ULB Participating ULBs 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; q; (r) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwiseforsecuringtheConcessionorenterin gintothisAgreementorfor otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the ULB Participating ULBs in connection therewith; and (s) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.

Representations and Warranties of Concessionaire. 7.1.1 Concessionaire represents and warrants to the ULB that: (a) It is duly organized, validily validity existing and in good standing under the laws of India; (b) It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) It has taken all necessary corporate and other actions under Applicable laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement; (d) It has the financial standing and capacityto capacity to undertake the Project in accordance with the terms of this Agreement; (e) 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 binding, valid and enforceable obligations against it in accordance with the terms hereof; (f) It is subject to the laws of India and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this jurisdiction or matter arising thereunder, including any obligation, liability or responsibility hereunder; (g) The information furnished in the Bid and as updated on or beforethe before the date of this Agreement is to the best of its knowledge and belief, true and accurate in allrespects all respects as on the date of this Agreement; (h) The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of Concessionaire‘s ‗Memorandum Concessionaire’s ‘Memorandum and Articles of Association‘ ’ or any of the Applicable laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; (i) There are no actions, suits, proceedings or investigations pending, or to Concessionaire‘s Concessionaire’s 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 constitute Concessionaire Event of Default or which individually or in the aggregate may result in Material Adverse Effect; (j) It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Agency which may result in Material Adverse Effect; (k) It has complied with all Applicable Laws 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 Material Adverse Effect; (l) All its rights and interests in the Project shall pass to and vest in the ULB on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act of deed on its part or act of the ULB and that none of the Project Assets and Existing Assets shall be acquired by it, subject to any agreement, under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; (m) Concessionaire agrees to indemnify and hold indemnified the ULB against all cost, expenses, and penalties arising out of: (i) Operations of the Project Facilities under this Agreement. (ii) Compliance with all labour laws and all possible claims and employment related liabilities of its staff employed in relation with the Project. (n) It shall at no time undertake or permit any Change in Ownership except as permitted under Clause 5.195.11. n(o) The Its Consortium members and their Associates have the financial standing and the resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement. o(p) Each of its Consortium member is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the ULB and C&DS, UPJN to enter into this Agreement with the Concessionaire pursuant to LOA; and hasagreed has agreed to unconditionally accept the terms and conditions set forth in this Agreement; p(q) No representation or warranty by it contained herein or in any other document furnished by it to ULB 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; q; (r) no No sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwiseforsecuringtheConcessionorenterin gintothisAgreementorfor otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the ULB in connection therewith; and (s) All information provided by the Selected Bidder in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.

Representations and Warranties of Concessionaire. ‌ Concessionaire represents and warrants to the ULB Participating ULBs that: (a) It is duly organized, validily validity existing and in good standing under the laws of India; (b) It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) It has taken all necessary corporate and other actions under Applicable laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement; (d) It has the financial standing and capacityto capacity to undertake the Project in accordance with the terms of this Agreement; (e) 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 binding, valid and enforceable obligations against it in accordance with the terms hereof; (f) It is subject to the laws of India and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this jurisdiction or matter arising thereunder, including any obligation, liability or responsibility hereunder; (g) The information furnished in the Bid and as updated on or beforethe before the date of this Agreement is to the best of its knowledge and belief, true and accurate in allrespects all respects as on the date of this Agreement; (h) The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of Concessionaire‘s ‗Memorandum Concessionaire’s ‘Memorandum and Articles of Association‘ ’ or any of the Applicable laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; (i) There are no actions, suits, proceedings or investigations pending, or to Concessionaire‘s Concessionaire’s 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 constitute Concessionaire Event of Default or which individually or in the aggregate may result in Material Adverse Effect; (j) It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Agency which may result in Material Adverse Effect; (k) It has complied with all Applicable Laws 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 Material Adverse Effect; (l) All its rights and interests in the Project shall pass to and vest in the Lead ULB on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act of deed on its part or act of the Lead ULB and that none of the Project Assets shall be acquired by it, subject to any agreement, under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this AgreementAgreement ; (m) Concessionaire agrees to indemnify and hold indemnified the Participating ULBs against all cost, expenses, and penalties arising out of:‌ (i) Operations of the Project Facilities under this Agreement. (ii) Compliance with all labour laws and all possible claims and employment related liabilities of its staff employed in relation with the Project. (n) It shall at no time undertake or permit any Change in Ownership except as permitted under Clause 5.19.5.11.‌ n(o) The Consortium members and their Associates have the financial standing and the resources to fund the required Equity and to raise debt necessary for undertaking and implementing the Project in accordance with this Agreement.Agreement.‌ o(p) Each Consortium member is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the ULB Participating ULBs to enter into this Agreement with the Concessionaire pursuant to LOA; and hasagreed has agreed to unconditionally accept the terms and conditions set forth in this Agreement; p(q) No representation or warranty by it contained herein or in any other document furnished by it to ULB Participating ULBs 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; q; (r) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwiseforsecuringtheConcessionorenterin gintothisAgreementorfor otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the ULB Participating ULBs in connection therewith; and (s) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.