Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be: (a) 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 contemplated hereby; (b) has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (d) 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 obligations against it in accordance with the terms hereof; (e) 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; (f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected; (h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (j) 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 its ability to perform its obligations under this Agreement; (k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period. (l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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; (o) 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; (p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and (q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 16 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beConcessionaire:
(a) 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 contemplated hereby;
(b) has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) Equity till COD of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.Commercial Complex);
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Intent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) no representation or warranty by it contained herein or in any other document 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 16 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. from The Concessionaire and the {Selected Bidder/Consortium}represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be:
(a) 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 contemplated hereby;
(b) has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;; xxx.xxxxxx.xxx Downloaded
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;; from
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the xxx.xxxxxx.xxx Downloaded {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; andand from
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 10 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beMaha-Metro that:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 7 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Hospital Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be:
(a) that: I it is duly organised and organised, validly existing and in good standing under the laws of India, and ; II it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) ; III it has the financial standing and capacity to undertake implement the Project in accordance with the terms of this Agreement;
(d) scheme ; IV this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against ; V it in accordance with the terms hereof;
(e) is subject to the civil and commercial laws of India, India with respect to this Agreement and it 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) thereof; VI there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the Concessionaire's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) Material Adverse Effect; VII 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) Material Adverse Effect; VIII it has complied with all 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this AgreementMaterial Adverse Effect; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) IX no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Hospital Authority or to any Government Instrumentality Agency in relation to Applicable Permits Clearances 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;
(p) ; and X no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way of fees, commission or otherwise for securing Person to procure the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsConcession.
Appears in 7 contracts
Samples: Distribution Agreement, Distribution Agreement, Distribution Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) It is duly organised organized 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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) 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 -will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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 hereunder including any obligation, liability or responsibility hereunder;
(f) the The information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumselected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 2651% (twenty six fifty-one percent) of its issued and paid up Equity as on the date of this Agreement; and that no member each Consortium Member whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Proposals shall hold at least 26% (twenty six per cent) of Equity during the Construction Period and six months thereafter along with its Associates; Provided further that any such request made under Clause 7.1(k) and / or Article 42, at the option of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.Authority, may be required to be accompanied by a suitable no objection letter from Senior Lenders
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nm) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject 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;
(on) 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;
(po) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(qp) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(q) All undertakings and obligations of the Concessionaire arising from the Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 6 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) a. it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
b. it has full power and authority to execute execute, deliver and perform its obligations under this the Agreement and to carry out the transactions contemplated hereby;
(b) c. it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) d. it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(d) this e. the Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) f. the information furnished in the Bid bid / proposal and as updated on or before the date of this the Agreement is true and accurate in all respects as on the date of this Agreement;
(g) g. the execution, delivery and performance of this the Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(h) h. there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the 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 result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(i) i. 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(j) j. it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(k) shall at no time undertake or permit k. subject to receipt by the Concessionaire from Concessioning Authority of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; , in the manner and that no member to the extent provided for under the applicable provisions of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Site and Project Facility shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Concessionaire or Concessioning Authority, 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;
(o) l. no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Concessioning Authority or to any Government Instrumentality Agency 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all m. Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of this Agreement, the Concessionaire has after a complete and careful examination made an independent evaluation of the Project Site, and the information provided by Concessioning Authority, and has determined to its satisfaction the {selected bidder/ Consortium Members} nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that Concessioning Authority shall not be liable for the same in any manner whatsoever to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.Concessionaire
Appears in 6 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beDTIDCL that:
(a) it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
(b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(hg) there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the 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 result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(ih) 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(ji) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kj) shall at no time undertake or permit subject to receipt by the Concessionaire from DTIDCL of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Site(s)/Project Facility shall pass to and vest in the Authority DTIDCL on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest Concessionaire or other lien or Encumbrance is retained by any person, save and except as expressly provided in this AgreementDTIDCL;
(ok) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority DTIDCL or to any Government Instrumentality Agency 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;
(pl) no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the Concession.
(m) Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Project Site(s)/BQS, and the information provided by DTIDCL, and has determined to its satisfaction the {selected bidder/ Consortium Members} nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response to the Request for Qualification and Request for Proposals or otherwise, is to the best course of performance of its knowledge obligations hereunder.
(n) 5There has been no change in its shareholders of the Concessionaire and belief, true and accurate in all material respects.the present shareholding pattern of the Concessionaire is as follows: (i) _ : %; (ii)_ :
Appears in 4 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) It is duly organised organized 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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) 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 -will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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 hereunder including any obligation, liability or responsibility hereunder;
(f) the The information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumselected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 2651% (twenty six fifty-one percent) of its issued and paid up Equity as on the date of this Agreement; and that no member each Consortium Member whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Proposals shall hold at least 26% (twenty six per cent) of Equity during the Construction Period and two years thereafter along with its Associates; Provided further that any such request made under Clause 7.1(k) and / or Article 42, at the option of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.Authority, may be required to be accompanied by a suitable no objection letter from Senior Lenders
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nm) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject 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;
(on) 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;
(po) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(qp) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(q) All undertakings and obligations of the Concessionaire arising from the Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 4 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beNHIDCL that:
(a) it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
(b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(hg) there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the 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 result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(ih) 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(ji) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kj) shall at no time undertake or permit subject to receipt by the Concessionaire from NHIDCL of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Site/Project Facilities shall pass to and vest in the Authority NHIDCL on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest Concessionaire or other lien or Encumbrance is retained by any person, save and except as expressly provided in this AgreementNHIDCL;
(ok) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority NHIDCL or to any Government Instrumentality Agency 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;
(pl) no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the Concession.
(m) Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Project Site, and the information provided by the {selected bidder/ Consortium Members} in response NHIDCL including but not limited to the Request area of Project Site, existing structures at the Project Site etc., and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in the course of performance of its obligations hereunder. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that NHIDCL shall not be liable for Qualification and Request for Proposals or otherwise, is the same in any manner whatsoever to the best Concessionaire.
(n) The Concessionaire shall claim no right, title or interest in the Project Site independent of the concession granted under the present agreement and towards the development of the Project Site, and the present agreement will not be construed as a lease in its knowledge and belief, true and accurate in all material respectsfavour.
Appears in 3 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) i. It is duly organised and organized, validly existing and in good standing under the laws of India, and the jurisdiction of its incorporation;
ii. It has full power and authority to execute execute, deliver and perform its obligations under this Agreement Concession and to carry out the transactions contemplated hereby;
(b) iii. It has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Concession Agreement;
(c) iv. It has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(d) this Agreement v. This Concession constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) vi. It is subject to the civil and commercial laws of India, India with respect to this Concession and it 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 hereunderthereof;
(f) vii. All the information furnished in the Bid Concessionaire’s Proposal is, and shall be, true and correct as updated on or before the Effective Date and the Balance Sheet and Profit and Loss Account of the Concessionaire for each of the Financial Years after the Effective Date furnished to the Authority shall give true and fair view of the affairs of the Concessionaire;
viii. It shall furnish a copy of the audited accounts of the Concessionaire within 180 (one hundred and eighty) days of the close of each Financial Year after the Effective Date and any material change subsequent to the date of this Agreement is such accounts shall be notified to the Authority by the Concessionaire within 30 (thirty) days of its occurrence and warrants that the accounts and the information furnished as aforesaid shall be true and accurate in all respects as on the date of this Agreementcorrect;
(g) the ix. The execution, delivery and performance of this Concession Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire’s Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) x. As on the date of the Agreement, there are no actions, suits, proceedings, or investigations pending or, to its the 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 result in the breach of or constitute a default of the Concessionaire under this Agreement Concession or which individually or in the aggregate may result in any material Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform any of its obligations and duties under this Concession Agreement;
(i) xi. As on the date of the Agreement, the Concessionaire 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 Instrumentality Competent Authority which may result in any material adverse effect on its Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Concession Agreement;
(j) xii. The Concessionaire has complied with all 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 Material Adverse Effect on its financial condition or its ability to perform its obligations and duties under this Concession Agreement;
xiii. The aggregate equity share holding of the Consortium Members and their Associates (kin case of a Consortium) or equity share holding of the Associates (in case of individual Bidder) in the issued and paid up equity share capital of the Concessionaire are and shall at no time undertake or permit any Change in Ownership except remain in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project requirements stipulated in accordance with this AgreementArticle 8.2;
(m) {the selected bidder/ each xiv. Each Consortium Member} Member was and is duly organised organized and validly existing under the laws of the jurisdiction of its incorporation, incorporation and has requested full power and authority to consent to and has consented to the Authority to enter Concessionaire entering into this Agreement with the Concessionaire pursuant to the Letter ofIntent, Concession and has agreed to and unconditionally accepted the terms and conditions set forth in this Concession Agreement;
(n) all its xv. All rights and interests of the Concessionaire in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims claims, and Encumbrances, encumbrances without any further act or deed on its the part or that of the Authority, Concessionaire or the Authority and that none of the Project Assets including materials, supplies or equipment forming part thereof shall be acquired by it, the Concessionaire subject to any agreement under which a security interest or other lien or Encumbrance encumbrance is retained by any person, person save and except as expressly provided in this Concession Agreement;
(o) no xvi. No representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority Authority, or to any Government Instrumentality Competent Authority in relation to Applicable Permits clearances 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;; and
(p) xvii. The Concessionaire warrants that no sums, in cash or kind, have been paid or will be paid, paid by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into of this Concession Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.Authority
Appears in 3 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) It is duly organised and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and Laws of India, and
b) It has full power and authority to execute execute, deliver and perform its obligations under this Agreement Concession and to carry out the transactions contemplated hereby;
(bc) It has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Concession Agreement;
(cd) It has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this This Concession Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(ef) It is subject to the laws of India, India with respect to this Concession Agreement and it 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 hereunderthereof;
(fg) the The information furnished in the Bid / Proposal and as updated on or before the date of this Agreement agreement is true and accurate in all respects as on the date of this Agreement;agreement.
(gh) the The execution, delivery and performance of this Concession Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire’s Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(hi) there There are no actions, suits, proceedings, or investigations pending or, to its the 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 result in the breach of or constitute a default of the Concessionaire under this Agreement Concession or which individually or in the aggregate may result in any material Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform any of its obligations and duties under this Concession Agreement;
j) It shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Article 5.4; and that the {Selected Bidder}, (isingle entity) together with {its / their} Associates, hold not less than 51% (fifty one per cent) of its issued and paid-up Equity as on the date of this Agreement; and that such single entity or lead member of the Initial Consortium, whose technical and financial capacity was evaluated for the purposes of qualification and short-listing in response to the Request for Proposal, shall hold at least 51% (fifty one percent) of the total Equity till COD, and at least 26% (twenty six percent) thereafter till 5th anniversary of the COD; and that the Concessionaire shall inform the Authority about any change in equity shareholding of the SPV within 15 days of such change taking place;
k) The Concessionaire 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 Instrumentality Competent Authority which may result in any material adverse effect on its Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Concession Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium MemberSelected Bidder} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(m) The Concessionaire 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 on its financial condition or its ability to perform its obligations and duties under this Concession Agreement;
n) No order has been made and no resolution has been passed for the winding up of the Concessionaire or for a provisional liquidator to be appointed in respect of the Concessionaire and no petition has been presented and no meeting has been convened for the purpose of winding up the Concessionaire. No receiver has been appointed in respect of the Concessionaire or all or any of its assets. The Concessionaire is not insolvent or unable to pay its debts as they fall due.
o) The aggregate equity share-holding of the Consortium Partners and their Associates (in case of a Consortium) or equity share holding of the Associates (in case of individual bidder) in the issued and paid up equity share capital of the Concessionaire are in accordance with the requirements stipulated in ARTICLE 5;
p) Each Consortium Member was and is duly organised and existing under the laws of the jurisdiction of its incorporation and has full power and authority to consent to and has consented to the Concessionaire entering into this Concession and has agreed to and unconditionally accepted the terms and conditions set forth in this Concession Agreement;
q) All rights and interests of the Concessionaire in the Bus Terminal Project shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims claims, and Encumbrances, encumbrances without any further act or deed on its the part or that of the Authority, Concessionaire or the Concessioning Authority and that none of the Project Assets including materials, supplies or equipment forming part thereof shall be acquired by it, the Concessionaire subject to any agreement under which a security interest or other lien or Encumbrance encumbrance is retained by any person, person save and except as expressly provided in this Concession Agreement;
(or) no No representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority Concessioning Authority, or to any Government Instrumentality Competent Authority in relation to Applicable Permits clearances 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;; and
(ps) The Concessionaire warrants that no sums, in cash or kind, have been paid or will be paid, paid by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Concession Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; andConcessioning Authority.
(qt) all information provided Subject to receipt by the {selected bidder/ Consortium Members} Concessionaire from the Authority of the Termination Payment and any other amount due under any of the provisions of this Agreement, in response the manner and to the Request extent provided for Qualification under the applicable provisions of this Agreement all rights and Request for Proposals or otherwise, is interests of the Concessionaire in and to the best Project Assets shall pass to and vest in the Authority on the Termination Date free and clear of its knowledge all Encumbrances without any further act or deed on the part of the Concessionaire or The Authority;
u) It shall not novate the Concession Agreement and belief, true any rights and accurate in all material respectsobligation arising therefrom to any party without any written approval from the Concessioning Authority.
Appears in 3 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) along with its Associates, it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 5.3; and that the {Selected Bidder/ lead members of consortiumselected bidder/ Consortium Members}, together with {its/their} Associates, hold not less than 2651% (twenty six percentfifty one per cent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Qualification shall hold less than 1026% (ten percenttwenty six per cent) of such Equity during the Concession Period.Construction Period which shall also be no less than 5% (five per cent) of the Total Project Cost;
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project Highway shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(r) all undertakings and obligations of the Concessionaire arising from the Request for Qualification and Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 3 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. 7.1.1 The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its [Memorandum and Articles of Association {or those of any member of the Consortium} Consortium]13 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 3 contracts
Samples: Public Private Partnership Agreement, Public Private Partnership Agreement, Public Private Partnership Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority NNR that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be:
(a) it is duly organised and organized, validly existing and in good standing under the laws of India, and ;
b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(hg) there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, threatened against the Concessionaire's knowledge threatenedagainst it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome NNR, of which may result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(ih) 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(ji) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kj) shall at no time undertake or permit subject to receipt by the Concessionaire from NNR of anyamount due under any Change in Ownership except in accordance with of the provisions of Clause 5.3 this Agreement, in themanner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extentprovided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Site/Project Facility shall pass to and vest in the Authority NNR on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest Concessionaire or other lien or Encumbrance is retained by any person, save and except as expressly provided in this AgreementNNR;
(ok) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority NNR or to any Government Instrumentality Agency 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;
(pl) no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the Concession.
m) Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Project Site, and the information provided by NNR,and has determined to its satisfaction the {selected bidder/ Consortium Members} nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that NNR shall not be liable for the same in any manner whatsoever to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsConcessionaire.
Appears in 3 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) It is duly organised organized 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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has The selected bidder/ Consortium Members have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) 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 -will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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 hereunder including any obligation, liability or responsibility hereunder;
(f) the The information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {(or those of any member of the Consortium} ) or any Applicable Laws 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and Provided further that any such request made under Clause 7.l (k) and/ or Article 42, at the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member option of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.Authority, may be required to be accompanied by a suitable no objection letter from Senior Lenders;
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the The selected bidder/ each Consortium Member} Member is duly organised organized and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with itself/the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nm) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject 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;
(on) 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;
(po) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(qp) all information provided by the {selected bidder/ Consortium Members} Members in response to the Request for Qualification and Request for Proposals Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(q) All undertakings and obligations of the Concessionaire arising from the Request for Proposal or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 3 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has {the selected qualified applicant/Joint Venture Members and its/their} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the ConsortiumJoint Venture} or any Applicable Laws or any covenant, contract, agreement, arrangement, understandingunderstanding and, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;.
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the { existing promoters/selected qualified applicant/ Joint Venture Members }; together with {Selected Bidder/ lead members of consortium}its/ their} Associates, hold not less than 2633% (twenty six thirty three percent) of {its / their} issued and paid paid-up Equity as on the date of this Agreement; and that no member of the Consortium Joint Venture whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Qualification shall hold less than 1026% (ten twenty six percent) of such Equity during the Concession Construction Period.;
(l) {the selected bidder/ Consortium Members and itsqualified applicant/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium MemberJoint Venture Members} is duly organised and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nm) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liensliens , claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(on) 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;
(po) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(qp) all information provided by the {selected bidder/ Consortium Membersqualified applicant/ Joint Venture Members } in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(q) all undertakings and obligations of the Concessionaire arising from the Request for Qualification and Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 3 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) it is duly organised organized 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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has {the Selected Bidder/ Consortium Members and its/their} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) it is subject to the laws of India, and hereby hereby, expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder hereunder including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumConsortium Members}, together with {its/ their} Associates, hold not less than 2651% (twenty six fifty-one percent) of its issued and paid up Equity as on the date of this AgreementAgreement and till the end of the Concession Period; and that no member each Consortium Member whose technical and financial capacity was evaluated for the purposes of qualification and award of project in response to the Request for Proposal shall hold at least 26% (twenty six per cent) of Equity until the 2nd (second) anniversary of the Consortium date of commercial operation of the Project which shall hold also be no less than 105% (ten percentfive per cent) of such during the Concession Period.Total Project Cost;
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ Selected Bidder/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nm) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(on) 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;
(po) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(qp) all information provided by the {selected bidder/ Selected Bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects;
(q) all undertakings and obligations of the Concessionaire arising from the Request for Qualification and Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
(r) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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-quasi- judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 5.3; and that the {Selected Bidder/ lead members of consortiumselected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 26100% (twenty six one hundred percent) of its issued and paid up Equity as on the date of this Agreement; and that no member Technical Member & Financial Member of the Consortium whose technical and financial capacity was evaluated for the purposes of qualification and short-listing in response to the Request for Proposal shall hold less than 1049% (ten percentforty nine per cent) and 26% (twenty six per cent) respectively of such Equity during the Concession Period.;
(l) {the selected bidder/ Consortium Members and its/its/ their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium MemberMembers} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Concessioning Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Concessioning Authority, 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;
(o) no representation or warranty by it contained herein or in any other document furnished by it to the Concessioning 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beEDMC that:
(a) it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
(b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(hg) there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the 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 result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(ih) 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(ji) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kj) shall at no time undertake or permit subject to receipt by the Concessionaire from EDMC of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Site / Project Facilities shall pass to and vest in the Authority EDMC on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest Concessionaire or other lien or Encumbrance is retained by any person, save and except as expressly provided in this AgreementEDMC;
(ok) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority EDMC or to any Government Instrumentality Agency 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;
(pl) no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the Concession.
(m) Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Project Site, and the information provided by EDMC, and has determined to its satisfaction the {selected bidder/ Consortium Members} nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that EDMC shall not be liable for the same in any manner whatsoever to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsConcessionaire.
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) It is duly organised and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and Laws of India, and
b) It has full power and authority to execute execute, deliver and perform its obligations under this Agreement Concession and to carry out the transactions contemplated hereby;
(bc) It has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Concession Agreement;
(cd) It has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this This Concession Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(ef) It is subject to the laws of India, India with respect to this Concession Agreement and it 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 hereunderthereof;
(fg) the The information furnished in the Bid / Proposal and as updated on or before the date of this Agreement agreement is true and accurate in all respects as on the date of this Agreement;agreement.
(gh) the The execution, delivery and performance of this Concession Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire’s Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(hi) there There are no actions, suits, proceedings, or investigations pending or, to its the 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 result in the breach of or constitute a default of the Concessionaire under this Agreement Concession or which individually or in the aggregate may result in any material Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform any of its obligations and duties under this Concession Agreement;
j) It shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Article 5.4; and that the {Selected Bidder}, (isingle entity) together with {its / their} Associates, hold not less than 51% (fifty one per cent) of its issued and paid-up Equity as on the date of this Agreement; and that such single entity or lead member of the Initial Consortium, whose technical and financial capacity was evaluated for the purposes of qualification and short-listing in response to the Request for Proposal, shall hold at least 51% (fifty one percent) of the total Equity till COD, and at least 26% (twenty six percent) thereafter till 5th anniversary of the COD; and that theConcessionaire shall inform the Authority about any change in equity shareholding of the SPV within 15 days of such change taking place;
k) The Concessionaire 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 Instrumentality Competent Authority which may result in any material adverse effect on its Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Concession Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium MemberSelected Bidder} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(m) The Concessionaire 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 on its financial condition or its ability to perform its obligations and duties under this Concession Agreement;
n) No order has been made and no resolution has been passed for the winding up of the Concessionaire or for a provisional liquidator to be appointed in respect of the Concessionaire and no petition has been presented and no meeting has been convened for the purpose of winding up the Concessionaire. No receiver has been appointed in respect of the Concessionaire or all or any of its assets. The Concessionaire is not insolvent or unable to pay its debts as they fall due.
o) The aggregate equity share-holding of the Consortium Partners and their Associates (in case of a Consortium) or equity share holding of the Associates (in case of individual bidder) in the issued and paid up equity share capital of the Concessionaire are in accordance with the requirements stipulated in ARTICLE 5;
p) Each Consortium Member was and is duly organised and existing under the laws of the jurisdiction of its incorporation and has full power and authority to consent to and has consented to the Concessionaire entering into this Concession and has agreed to and unconditionally accepted the terms and conditions set forth in this Concession Agreement;
q) All rights and interests of the Concessionaire in the Bus Terminal Project shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims claims, and Encumbrances, encumbrances without any further act or deed on its the part or that of the Authority, Concessionaire or the Concessioning Authority and that none of the Project Assets including materials, supplies or equipment forming part thereof shall be acquired by it, the Concessionaire subject to any agreement under which a security interest or other lien or Encumbrance encumbrance is retained by any person, person save and except as expressly provided in this Concession Agreement;
(or) no No representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority Concessioning Authority, or to any Government Instrumentality Competent Authority in relation to Applicable Permits clearances 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;; and
(ps) The Concessionaire warrants that no sums, in cash or kind, have been paid or will be paid, paid by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Concession Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; andConcessioning Authority.
(qt) all information provided Subject to receipt by the {selected bidder/ Consortium Members} Concessionaire from the Authority of the Termination Payment and any other amount due under any of the provisions of this Agreement, in response the manner and to the Request extent provided for Qualification under the applicable provisions of this Agreement all rights and Request for Proposals or otherwise, is interests of the Concessionaire in and to the best Project Assets shall pass to and vest in the Authority on the Termination Date free and clear of its knowledge all Encumbrances without any further act or deed on the part of the Concessionaire or The Authority;
u) It shall not novate the Concession Agreement and belief, true any rights and accurate in all material respectsobligation arising therefrom to any party without any written approval from the Concessioning Authority.
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be:
(a) 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 contemplated hereby;
(b) has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;; Downloaded from
(c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;; xxx.xxxxxx.xxx
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the Downloaded from {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.. xxx.xxxxxx.xxx
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and (in the {Selected Bidder/Consortium}represents case of Consortium each member) represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(ai) It is duly organised and organized, validly existing and in good standing under the laws of India, and ;
(ii) It has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(biii) It has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(civ) It has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(dv) this This Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(evi) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire Memorandum and Articles of Association {or those of any member of the Consortium} or any Applicable Laws Law or any covenant, contract, agreement, arrangement, understanding, decree or order to which it the Concessionaire is a party or by which it Concessionaire or any of its properties or assets is are bound or affected;
(hvii) there There are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the Concessionaire’s knowledge threatened against it the Concessionaire at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in constitute the breach Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(iviii) 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 Instrumentality government authority which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(jix) It has complied with all Applicable Laws in all material respects Law 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 this AgreementMaterial Adverse Effect;
(kx) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) no No representation or warranty by it the Concessionaire contained herein or in any other document furnished by it the Concessionaire to the Concessioning Authority or to any Government Instrumentality government authority 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(qxi) all information provided by The Concessionaire also acknowledges and hereby accepts the {selected bidder/ Consortium Members} risk of inadequacy, mistake or error in response or relating to any of the matters set forth above and hereby confirms that Concessioning Authority shall not be liable for the same in any manner whatsoever to the Request Concessionaire.
(xii) The Concessionaire shall make its own arrangements in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for Qualification and Request for Proposals or otherwise, is on behalf of Concessioning Authority. The Concessionaire shall at all times comply and represent to the best of its knowledge staff and belieflabour employed / engaged by them the requirement for complying with Applicable Laws and applicable Permits, true particularly in relation to safety and accurate in all material respectsenvironmental regulations.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(ai) it is duly organised organized 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 contemplated hereby;
(bii) it has taken all necessary corporate and other actions under Applicable Laws to authorise authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(ciii) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(div) 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 obligations against it in accordance with the terms hereof;
(ev) 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;
(fvi) the information furnished in the Bid Application and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(gvii) the execution, delivery and performance of this Agreement will not conflict with, 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 those of any member of the Consortium} or any Applicable Laws 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 or affected;
(hviii) 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-quasi- judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(iix) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(jx) 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kxi) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement5.4;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nxii) all its rights and interests in the Bus Terminal Seabed shall pass to and vest in the Concessioning Authority on the Transfer Date Expiry Date, free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Concessioning Authority, and that none of the Project Assets including the Seabed 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;
(oxiii) no representation or warranty by it contained herein or in any other document Document furnished by it to the Concessioning 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;
(pxiv) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority in connection therewith; and;
(qxv) all information provided by the {selected bidder/ Consortium Members} in response to Successful Bidder for the Request for Qualification and Request for Proposals purpose of its selection or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects;
(xvi) agrees that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, Documents and writings relating to this Agreement constitute private and commercial acts and not public or government acts; and
(xvii) as of date, as regards it there is no applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting creditors’ rights generally.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) a. it is duly organised organized 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 contemplated hereby;
(b) b. it has taken all necessary corporate and other actions under Applicable Laws to authorise authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has c. {the selected bidder and its} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) d. 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 obligations against it in accordance with the terms hereof;
(e) e. 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 hereunder including any obligation, liability or responsibility hereunder;
(f) f. the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) g. 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) h. 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) i. 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) j. it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumselected bidder }, together with {its} Associate, hold not less than 2651% (twenty six percentfifty one per cent) of its issued and paid up Equity as on the date of this Agreement; and that no member of Equity, for a period of 2 (two) years from the date of COD of the Consortium shall hold less than 10% (ten percentProject, along with its Associates. Provided further that any such request made under this Clause 7.1(j) and / or Article 35, at the opinion of such during the Concession PeriodAuthority, may be required to be accompanied by a suitable no objection letter from Senior Lenders.
(l) k. {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Memberbidder} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) l. all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) m. all information provided by the {selected bidder/ Consortium Membersbidder} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
n. all undertakings and obligations of the Concessionaire arising from the Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) it is duly organised and organised, validly existing and in good standing 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 contemplated hereby;
(b) has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) is subject to the laws of India, 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;
(fb) it has full power and authority to execute, deliver and perform its obligations under this Agreement;
c) it has taken all necessary action to authorise the information furnished in the Bid execution, delivery and as updated on or before the date of this Agreement is true and accurate in all respects as on the date performance of this Agreement;
(d) this Agreement constitutes the legal, valid and binding obligation of the Concessionaire, enforceable against it in accordance with the terms hereof;
e) there are no actions, suits or proceedings pending or to its best knowledge, threatened against or affecting it before any court, administrative body or arbitral tribunal which might materially and adversely affect its ability to meet or perform any of its obligations under this Agreement;
f) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
g) 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 its Memorandum memorandum of association and Articles articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 Authority which may result in any material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(ji) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nj) all its rights and interests in the Bus Terminal Project/Project Facilities and Services shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Concessioning Authority, 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;
(ok) no representation or warranty by it contained herein or in any other document furnished by it to the Concessioning Authority including the Bid or to any Government Instrumentality Authority 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;
(pl) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority in connection therewith; and
(qm) all information provided by agrees generally in respect of the {selected bidder/ Consortium Members} enforcement of any judgement against it in response any proceedings in any jurisdiction to the Request for Qualification and Request for Proposals giving of any relief or otherwise, is to the best issue of its knowledge and belief, true and accurate any process in all material respectsconnection with such proceedings.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beACTSL that:
(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 contemplated hereby;
(b) it has taken all necessary nec xxxxxx corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake undert ake the Project Contract in accordance with the terms of this Agreement;
(d) 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 validva lid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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 th ereunder including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the executionexecuti on, 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 its Memorandum and Articles of Association {or those of any member of the Consortium} or any Applicable Laws or any covenantc ovenant, 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 or affected;
(h) 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 quasi -judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 Governmen t Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations o bligations under this Agreement;
(j) 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 mat erial adverse effect on its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) no representation or warranty by it contained herein or in any other document furnished by it to the Authority ACTSL 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;
(pl) 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 otherwise for securing the Concession Contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority ACTSL in connection therewith; and
(qm) all information provided by in the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, is true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the O&M of the Project Highway in accordance with the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, hereof and its the obligations of the Concessionaire under this Agreement will be legally valid, binding and enforceable obligations against it the Concessionaire in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its the Concessionaire’s Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) there are no actions, suits, proceedings, or investigations pending or, to its the 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its the Concessionaire’s ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {aggregate holding of the Selected Bidder/ lead members Bidder together with its Associates, in the issued and paid-up equity share capital of consortium}, the Concessionaire shall not decline below 51% (fifty one percent) thereof during the first 2 ( two) years of the Concession Period; and that each member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the RFP shall hold not less than at least 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percentper cent) of such equity during the first 2 ( two) years of the Concession Period.Period along with its Associates; Provided further that any such request made under this Clause 7.1(k) and/ or Article 41, at the option of the Authority, shall be required to be accompanied by a suitable no objection letter from Lender;
(l) {the selected bidder/ Consortium Members and its/their} its/ their Associates have the financial standing and resources to fund the required Equity equity and to raise the debt necessary for undertaking to undertake and implementing implement the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} Member is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in the Bus Terminal Project Highway shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its the part of the Concessionaire or that of the Authority, and that none of the Project Assets shall be acquired by it, the Concessionaire subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, person save and except as expressly provided in this Agreement;
(o) no representation or warranty by it the Concessionaire 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;
(p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} Members in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beITEL that:
(ai) it is duly organised and organized, validly existing and in good standing under the laws of India, and ;
(ii) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(biii) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(civ) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(dv) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(evi) it is subject to the civil and commercial laws of India, India with respect to this Agreement and it 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 hereunderthereof;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(gvii) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} Consortium 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 or affected;
(hviii) there are no actions, suits, proceedings, or investigations pending or, to its the Concessionaire's knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(iix) 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 Instrumentality Concessionaire which may result in any material adverse effect on its Material Adverse Effect or impairment of the Concessionaire's ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations duties under this Agreement;
(jx) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kxi) the aggregate equity shareholding of the Sponsors in the issued and paid up equity share capital of the Concessionaire shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not be less than (a) 51% (fifty one per cent) until expiry of 3 (three) years following COD, and (b) 26% (twenty six percentper cent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession remaining Operations Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(mxii) {the selected bidder/ each member of Consortium Member} was and is duly organised organized and validly existing under the laws of the jurisdiction of its incorporation, incorporation and has full power and authority to consent to and has validly consented to and requested the Authority ITEL to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nxiii) Upon Termination of this Agreement, under the applicable provisions of this Agreement all its rights and interests of the Concessionaire in and to the Bus Terminal Project Assets shall pass to and vest in the Authority ITEL on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest Concessionaire or other lien or Encumbrance is retained by any person, save and except as expressly provided in this AgreementITEL;
(oxiv) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority ITEL or to any Government Instrumentality Concessionaire 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;; and
(pxv) no sums, in cash or kind, have been paid or will be paid, by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into of this Agreement or for influencing or attempting to influence any officer or employee of the Authority ITEL in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
(b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) along with its Associates, it has the financial standing and capacity to undertake the Project in accordance with the terms of this Concession Agreement;
(de) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, hereof and its obligations under this Concession Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(ef) 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;
(fg) the information furnished in the Bid bid / proposal and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(gh) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(hi) there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the 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 result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(ij) 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 Instrumentality Agency which may result in Material Adverse Effect;
(k) it shall at no time undertake or permit any material adverse effect on its ability to perform its obligations under Change in Ownership except in accordance with the provisions of Clause 3.6 of this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Concession Agreement;
(jl) it has complied with all 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(km) shall at no time undertake or permit subject to receipt by the Concessionaire from Concessioning Authority of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members extent provided for under the applicable provisions of consortium}, hold not less than 26% (twenty six percent) this Agreement all rights and interests of its issued the Concessionaire in and paid up Equity as to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the date Transfer Date free and clear of this Agreement; and that no member all Encumbrances without any further act or deed on the part of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreementor Concessioning Authority;
(n) no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to Concessioning Authority or to any Government Agency in relation to Applicable Permits contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading;
(o) all its rights and interests in of the Bus Terminal Project Facility shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Concessioning Authority, 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;
(o) 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;
Concession Agreement (p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; therewith and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) a. it is duly organised organized 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 contemplated hereby;
(b) b. it has taken all necessary corporate and other actions under Applicable Laws to authorise authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has c. {the selected bidder / Consortium Members and its/their} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) d. 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 obligations against it in accordance with the terms hereof;
(e) e. it is subject to the laws of India/Andhra Pradesh, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder hereunder including any obligation, liability or responsibility hereunder;
(f) f. the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) g. 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) h. 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) i. 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) j. it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumselected bidder / Consortium Members}, together with {its/their} Associate, hold not less than 2651% (twenty six percentfifty one per cent) of its issued and paid up Equity as on during entire Concession Period; and that the Consortium Members whose technical and financial capacity was evaluated for the purposes of eligibility and qualification and short-listing in response to the Request for Proposals shall hold entire subscribed and paid up Equity for a period of 3 (three) years from the date of this Agreement; and that no member COD of the Consortium shall hold less than 10% (ten percentProject, along with its Associates. Provided further that any such request made under this Clause 7.1(j) and / or Article 38, at the opinion of such during the Concession PeriodAuthority, may be required to be accompanied by a suitable no objection letter from Senior Lenders.
(l) k. {the selected bidder/ Consortium Members and itsbidder/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) l. all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) m. all information provided by the {selected bidder/ bidder / Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
n. all undertakings and obligations of the Concessionaire arising from the Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) It is duly organised and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and Laws of India, and
b) It has full power and authority to execute execute, deliver and perform its obligations under this Agreement Concession and to carry out the transactions contemplated hereby;
(bc) It has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Concession Agreement;
(cd) It has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this This Concession Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(ef) It is subject to the laws of India, India with respect to this Concession Agreement and it 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 hereunderthereof;
(fg) the The information furnished in the Bid / Proposal and as updated on or before the date of this Agreement agreement is true and accurate in all respects as on the date of this Agreement;agreement.
(gh) the The execution, delivery and performance of this Concession Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire’s Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(hi) there There are no actions, suits, proceedings, or investigations pending or, to its the 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 result in the breach of or constitute a default of the Concessionaire under this Agreement Concession or which individually or in the aggregate may result in any material Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform any of its obligations and duties under this Concession Agreement;
j) It shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Article 5.4; and that the {Selected Bidder}, (isingle entity) together with {its / their} Associates, hold not less than 51% (fifty one per cent) of its issued and paid-up Equity as on the date of this Agreement; and that such single entity or lead member of the Initial Consortium, whose technical and financial capacity was evaluated for the purposes of qualification and short-listing in response to the Request for Proposal, shall hold at least 51% (fifty one percent) of the total Equity till COD, and at least 26% (twenty six percent) thereafter till 5th anniversary of the COD; and that the Concessionaire shall inform the Authority about any change in equity shareholding of the SPV within 15 days of such change taking place;
k) The Concessionaire 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 Instrumentality Competent Authority which may result in any material adverse effect on its Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Concession Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) it is duly organised organized and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Concession Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Concession Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Concession Agreement;.
(d) this Concession 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 obligations against it in accordance with the terms hereof;
(e) is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Concession Agreement or matters arising thereunder there under including any obligation, ,liability or responsibility hereunder;.
(fe) the information furnished in the Bid and as updated on or before the date of this Concession Agreement is true and accurate in all respects as on the date of this Concession Agreement;.
(gf) the execution, delivery and performance of this Concession Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;.
(hg) 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-quasi- judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Concession Agreement;.
(ih) 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 on its ability to perform its obligations under this Concession Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Concession Agreement;.
(ji) 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 its ability to perform its obligations under this Concession Agreement;.
(kj) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumProspective Tenderer/ Consortium Members}, together with {its/ their} Associates, hold not less than 51% (fifty-one percent) of the subscribed and paid up equity of the SPV for the term of the concession; and that each of the members of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Qualification shall hold at least 26% (twenty six percentper cent) of its issued the subscribed and paid up Equity as on equity share capital of the date SPV; and (ii) 5% (five per cent) of this the Total Project Cost specified in the Concession Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Periodconstruction period and five years thereafter and as stated in the definition “Change in Ownership” under Article 1.
(lk) {the selected bidder/ Prospective Tenderer/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;Concession agreement.
(ml) {the selected bidder/ Prospective Tenderer/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporation, incorporation and has requested the Authority to enter into this Concession Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms theterms and conditions set forth in this Concession Agreement;.
(nm) all its rights and interests in the Bus Terminal development of Multi Level Car Parking cum Commercial Complex at Kanglapat, Imphal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under GovernmentInstrumentality which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
(o) no representation or warranty by it contained herein or may result in any other document furnished by material adverse effect on the Authority’s ability to perform its obligations under this Concession Agreement; n) it to the Authority or to any Government Instrumentality in relation to has complied with 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate Laws in all material respects; 7.2 Representations and Warranties of the Authority The Authority represents and warrants to the Concessionaire that:
a) it has full power and authority to execute, deliver and perform its obligations under this Concession Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Concession Agreement, exercise its rights and perform its obligations, under this Concession Agreement;
b) it has taken all necessary actions under the Applicable Laws to authorise the execution, delivery and performance of this Concession Agreement;
c) this Concession Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
d) 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 Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Concession Agreement;
e) it has complied with Applicable Laws in all material respects;
f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beULB that:
(a) it is duly organised and organized, validly existing and in good standing under the laws of India, and ;
b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(hg) there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the Concessionaire's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(ih) 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(ji) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kj) shall at no time undertake or permit subject to receipt by the Concessionaire from ULB of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Facilities shall pass to and vest in the Authority ULB on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, 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 AgreementConcessionaire;
(ok) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority ULB or to any Government Instrumentality Agency 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;
(pl) no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the rights to implement the Project.
m) Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Project Site and the information provided by the {selected bidder/ Consortium Members} ULB, and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder, such examination/ review having included but not limited to the Request following:
i. the form and nature of the Project Site, including the sub-surface conditions,
ii. the hydrological and climatic conditions,
iii. the extent and nature of the work and materials necessary for Qualification the execution and Request for Proposals or otherwisecompletion of the works, is and the remedying of any defects, and
iv. the means of access to the best Project Site
n) The Concessionaire also acknowledges and hereby accepts the risk of its knowledge inadequacy, mistake or error in or relating to any of the matters set forth above and belief, true and accurate hereby confirms that MC shall not be liable for the same in all material respectsany manner whatsoever to the Concessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be:
(a) BNN that: it is duly organised and organised, validly existing and in good standing under the laws of India, and ; it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) ; it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) ; it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) and organize requisite financing; this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) ; the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(h) ; there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the Concessionaire's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) Material Adverse Effect; 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) Material Adverse Effect; it has complied with all 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 its ability to perform its obligations under this Agreement;
(k) shall at Material Adverse Effect; no time undertake bribe or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and illegal gratification has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) no sums, in cash or kind, have been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the Concession. Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Project Facilities, and the information provided by BNN, and has determined to its satisfaction the {selected bidder/ Consortium Members} nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that BNN shall not be liable for the same in any manner whatsoever to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsConcessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.Ownership;
(l) {the selected bidder/ Consortium Members bidder and its/their} its Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} bidder is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Concessioning Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority Government on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the AuthorityGovernment, 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;
(o) no representation or warranty by it contained herein or in any other document furnished by it to the Concessioning 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority Government in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} bidder in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) is duly organised and validly existing under the laws of India, and It has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;
c) It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transaction contemplated hereby;
d) It has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(ce) It has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementConcession;
(df) this This Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(eg) It is subject to the civil and commercial laws of India, India with respect to this Agreement and it 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 hereunderhereof;
(fh) It has no knowledge of any violation of default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency which may result in any Material Adverse Effect or impairment of the information furnished in the Bid Concessionaire’s ability to perform its obligations and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of duties under this Agreement;
(gi) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) there There are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the 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 result in the breach of this Agreement constitute Concessionaire’s Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) It has complied with all 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 Material Adverse Effect;
k) No bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Concessionaire to any person to procure the Concession;
l) Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of this Agreement, the Concessionaire has after a material adverse effect on complete and careful examination made an independent evaluation of the Concession and the information provided by GMCBL, and has determined to its ability satisfaction the nature and extent of risks and hazards as are likely to perform arise or may be faced by the Concessionaire in the course of performance of its obligations under hereunder, such examination/ review having included but not limited to the following: The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that GMCBL/PM shall not be liable for the same in any manner whatsoever to the Concessionaire;
m) The Concessionaire shall comply with requirements set out in Clause 7.2.3 (e) of this Agreement;
(kn) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates The Concessionaire have the financial standing and resources to fund the required Equity equity share capital of the Concessionaire and to raise the debt necessary for undertaking and implementing the Project Project;
o) The existing shareholding of the promoters/Consortium Members in the Consortium is in accordance with requirements set forth in Clause 7.2.3 (e) and conforms to the representations made by the Consortium Members at the time of LOA;
p) the information submitted in the Proposal and updated as on or before the issue of LOA is true and accurate as on the date of this Agreement; there has been no change in the control of any Consortium Member whose technical and/or financial capacity was taken into consideration for the purposes of short listing and prequalification for the submission of the Proposal pursuant to the RFQP as on date of this Agreement; q) the <Name of the selected bidder/Consortium>:
i. met at the time of submission of Proposal and continues to meet the pre- qualification conditions to be eligible for the award of LOA and for the Concessionaire to enter into this Agreement;
(m) {ii. has not made any material misrepresentation in the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws Proposal or any of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth submissions made thereafter or in this Agreement;
iii. has no conflict of interest which affected in any way the Bidding Process (n) all its rights and interests as defined in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith“RFQP”); and
(q) all information provided by iv. has not engaged in before or after the {selected bidder/ Consortium Members} submission of Proposal or at any time thereafter and will not engage in response to any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice; and for the Request for Qualification purposes hereof the expression “corrupt practice”, “coercive practice”, “undesirable practice” and Request for Proposals or otherwise, is to “restrictive practice” shall have the best of its knowledge and belief, true and accurate meaning ascribed thereto in all material respects.the RFQP; and
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beMCD that:
(a) it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
(b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(hg) there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the Concessionaire's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(ih) 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(ji) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kj) shall at no time undertake or permit subject to receipt by the Concessionaire from MCD of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Facilities shall pass to and vest in the Authority MCD on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest Concessionaire or other lien or Encumbrance is retained by any person, save and except as expressly provided in this AgreementMCD;
(ok) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority MCD or to any Government Instrumentality Agency 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;
(pl) no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the Concession.
(m) Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Project Facilities, and the information provided by MCD, and has determined to its satisfaction the {selected bidder/ Consortium Members} nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder.
(n) The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that MCD shall not be liable for the same in any manner whatsoever to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsConcessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. 7.1.1 The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) it is duly organised and validly existing under the laws of IndiaIndia and the laws of Madhya Pradesh, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) it is subject to the laws of IndiaIndia the laws of Madhya Pradesh, 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;
(f) the information furnished in the Bid or otherwise and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} Consortium 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 or affected;
(h) 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-quasi- judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;; Draft Concession Agreement
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, Consortium Members together with their Associates hold not less than 2651% (twenty six percentfifty one per cent) of its issued subscribed and paid up Equity as on the date of this AgreementAgreement and until 2nd (second) anniversary of the COD of Project Facilities; that the respective holding of the Consortium Member conforms to the representation made by the Consortium and accepted by the Authority as part of the Bid; and that no member of the Consortium shall hold less than 1026% (ten percenttwenty six cent) of such during subscribed and paid up Equity and 5% (five per cent) of the Concession Period.Total Project Cost until 2nd (second) anniversary of the COD of Project Facilities;
(la) {the selected bidder/ Consortium Members and its/their} their Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(mb) {each of the selected bidder/ each Consortium Member} Member is duly organised organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Acceptance, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nc) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets Facility(s) 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;
(od) 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;; and
(pe) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.;
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) It is duly organised organized 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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt, if necessary, for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the The information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.Article 5.3;
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nm) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets Facilities shall be acquired by it, subject 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;
(on) 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;
(po) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(qp) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(q) All undertakings and obligations of the Concessionaire arising from the Request for Qualification and Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beMC that:
(a) it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(hg) there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the 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 result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(ih) 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(ji) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kj) shall at no time undertake or permit subject to receipt by the Concessionaire from MC of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Facilities shall pass to and vest in the Authority MC on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, 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 AgreementConcessionaire;
(ok) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority MC or to any Government Instrumentality Agency 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;
(pl) no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the rights to implement the Project.
m) Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Project Site and the information provided by the {selected bidder/ Consortium Members} MC, and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder, such examination/ review having included but not limited to the Request following:
i. the form and nature of the Project Site, including the sub-surface conditions,
ii. the hydrological and climatic conditions,
iii. the extent and nature of the work and materials necessary for Qualification the execution and Request for Proposals or otherwisecompletion of the works, is and the remedying of any defects, and
iv. the means of access to the best Project Site
n) The Concessionaire also acknowledges and hereby accepts the risk of its knowledge inadequacy, mistake or error in or relating to any of the matters set forth above and belief, true and accurate hereby confirms that MC shall not be liable for the same in all material respectsany manner whatsoever to the Concessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished by the PC in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Tourism Infrastructure Complex shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(ol) no representation or warranty by it contained herein or in any other document furnished by it to the Authority Government 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;
(pm) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(qn) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(ai) it is duly organised and organized, validly existing and in good standing under the laws of India, and ;
(ii) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(biii) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(civ) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(dv) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(evi) it is subject to the civil and commercial laws of India, India with respect to this Agreement and it 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 hereunderthereof;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(gvii) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those Associationor of any member of the Consortium} Consortium 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 anyof its properties or assets is bound or affected;
(hviii) there are no actions, suits, proceedings, or investigations pending or, to its the Concessionaire's knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may whichmay result in the breach of this Agreement or constitute a default of the Concessionaire under thisAgreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterialAdverse Effect;
(iix) 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 Instrumentality GovernmentConcessionaire which may result in any material adverse effect on its Material Adverse Effect or impairment of theConcessionaire's ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations duties under this Agreement;
(jx) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kxi) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no each member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members was and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporation, incorporation and has full power and authority to consent to and has validly consented to and requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nxii) Upon Termination of this Agreement, under the applicable provisions of this Agreement all its rights and interests of the Concessionaire in and to the Bus Terminal Project Assets shall pass to and vest in the Authority on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Concessionaire or Authority, 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;
(oxiii) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality Concessionaire 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;; and
(pxiv) no sums, in cash or kind, have been paid or will be paid, by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into of this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beULB that:
(a) it is duly organised and organized, validly existing and in good standing under the laws of India, and ;
(b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken all necessary corporate and other actions under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its Memorandum and Articles of Association {or those of any member of the Consortium} Concessionaire's charter documents 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 are bound or affected;
(hg) there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the 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 result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(ih) 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(ji) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kj) shall at no time undertake or permit subject to receipt by the Concessionaire from ULB of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Facilities shall pass to and vest in the Authority ULB on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest Concessionaire or other lien or Encumbrance is retained by any person, save and except as expressly provided in this AgreementULB;
(ok) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority ULB or to any Government Instrumentality Agency 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;
(pl) no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the Concession;
(m) Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority Existing Assets and the Project Site, and the information provided by ULB, and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in connection therewiththe course of performance of its obligations hereunder; and
(qn) all information provided by The Concessionaire also acknowledges and hereby accepts the {selected bidder/ Consortium Members} risk of inadequacy, mistake or error in response or relating to any of the matters set forth above and hereby confirms that ULB / Construction Supervisor / Independent Engineer shall not be liable for the same in any manner whatsoever to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsConcessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) along with its Associates, it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 5.3; and that the {Selected Bidder/ lead members of consortiumexisting promoters /selected bidder/ Consortium Members}, together with {its/their} Associates, hold not less than 2633% (twenty six percentthirty three per cent) of its {its/their} issued and paid up Equity as on the date of this Agreement; {and that no member Member of the Consortium shall whose technical and financial capacity was evaluated for the purposes of pre- qualification and short-listing in response to the Request for Qualification shall, during the Construction Period, hold less than 1026% (ten percenttwenty-six per cent) of such during Equity which shall also be no less than 5% (five per cent) of the Concession Period.Total Project Cost;}
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Storage Facility shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(r) all undertakings and obligations of the Concessionaire arising from the Request for Qualification and Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) a. it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
b. it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to t o carry out the transactions contemplated hereby;
(b) c. it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) d. it has the financial standing xxxx xxxx and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(d) e. this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) f. the information furnished in the Bid bid / proposal and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) g. the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required requir ed by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affectedaf fected;
(h) h. there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the Concessionaire's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-judicial quasi -judicial or other authority, the outcome of which may result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(i) i. 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(j) j. it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(k) shall at no time undertake or permit k. subject to receipt by the Concessionaire from Concessioning Authority of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable pr ovisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Site and Project Facility shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed d eed on its the part or that of the Concessionaire or Concessioning Authority, 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;
(o) l. no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Concessioning Authority or to any Government Instrumentality Agency 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all m. Without prejudice to any express provision contained in this Agreem ent, the Concessionaire acknowledges that prior to the execution of this Agreement, the Concessionaire has after a complete and careful examination made an independent evaluation of the Project Site, and the information provided by Concessioning Authority, and has determined to its satisfaction the {selected bidder/ Consortium Members} nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder. The Concessionaire also acknowledges and hereby acce pts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that Concessioning Authority shall not be liable for the same in any manner whatsoever to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) The Concessionaire shall not venture into or continue any business which is duly organised and validly existing under in direct or indirect competition with the laws Project/Project Facilities. In the event the Concessionaire engages in such activities, the same shall constitute a fundamental breach of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out by the transactions contemplated herebyConcessionaire;
(b) has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire’s Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(hc) there are no actions, suits, proceedings, proceedings or investigations pending or, to its the Concessionaire's knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in constitute the breach Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effects;
(id) 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(je) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kf) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) no No representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality Authority in relation to Applicable Permits Approvals 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;.
(pg) no sums, its shareholding pattern is in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way compliance with the requirements of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsAgreement.
Appears in 1 contract
Samples: Waste Supply Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be:
(a) that: it is duly organised and organised, validly existing and in good standing 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 contemplated hereby;
(b) has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) is subject to the laws of India, 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;
(f) ; it has full power and authority to execute, deliver and perform its obligations under this Agreement; it has taken all necessary action to authorise the information furnished in the Bid execution, delivery and as updated on or before the date of this Agreement is true and accurate in all respects as on the date performance of this Agreement;
(g) ; this Agreement constitutes the legal, valid and binding obligation of the Concessionaire, enforceable against it in accordance with the terms hereof; there are no actions, suits or proceedings pending or to its best knowledge, threatened against or affecting it before any court, administrative body or arbitral tribunal which might materially and adversely affect its ability to meet or perform any of its obligations under this Agreement; it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; 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 its Memorandum memorandum of association and Articles articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 Authority which may result in any material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) ; 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project/Project Facilities and Services shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Concessioning Authority, and that none of the Project Terminal 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;
(o) ; no representation or warranty by it contained herein or in any other document furnished by it to the Concessioning Authority including the Bid or to any Government Instrumentality Authority 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;
(p) ; 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority in connection therewith; and
(q) agrees that the execution, delivery and performance by it of this Agreement and all information provided by other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or governmental acts; and consents generally in respect of the {selected bidder/ Consortium Members} enforcement of any judgement against it in response any proceedings in any jurisdiction to the Request for Qualification and Request for Proposals giving of any relief or otherwise, is to the best issue of its knowledge and belief, true and accurate any process in all material respectsconnection with such proceedings.
Appears in 1 contract
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beCoC that:
(a) a. it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
b. it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) c. it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) d. it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(d) e. this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) f. the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(h) g. there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the Concessionaire's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(i) h. 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(j) i. it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(k) shall at no time undertake or permit j. subject to receipt by the Concessionaire from CoC of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Facilities shall pass to and vest in the Authority CoC on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, 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 AgreementConcessionaire;
(o) k. no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority CoC or to any Government Instrumentality Agency 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;
(p) l. no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the Development Rights.
m. Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Project Site and the information provided by the {selected bidder/ Consortium Members} CoC, and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder, such examination/ review having included but not limited to the Request following:
i. the form and nature of the Project Site, including the sub-surface conditions,
ii. the hydrological and climatic conditions,
iii. the extent and nature of the work and materials necessary for Qualification the execution and Request for Proposals or otherwisecompletion of the works, is and the remedying of any defects, and
iv. the means of access to the best Project Site
n. The Concessionaire also acknowledges and hereby accepts the risk of its knowledge inadequacy, mistake or error in or relating to any of the matters set forth above and belief, true and accurate hereby confirms that CoC shall not be liable for the same in all material respectsany manner whatsoever to the Concessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) along with its Associates, it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}selected bidder / Consortium Members} together with {its/ their} Associates, hold not less than 2651% (twenty six percentfifty one per cent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall whose technical and financial capacity was evaluated for the purposes of pre- qualification and short-listing in response to the Request for Qualification shall, during the Construction Period, hold less than 1026% (ten percenttwenty six per cent) of such during Equity which shall also be no less than 5% (five per cent) of the Concession Period.Total Project Cost;
(l) {the selected bidder/ bidder / Consortium Members and its/its/ their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ bidder / each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Port shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(r) all undertakings and obligations of the Concessionaire arising from the Request for Qualification and Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or or, where applicable, those of any member of the Consortium} Consortium 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause Article 5.3 and that the [insert name of the Selected Bidder, together with {Selected Bidder/ lead members of consortium}, hold its / their} Associates] holds not less than 2674% (twenty six percent) of its the Concessionaire’s issued and paid up Equity as on the date of this Agreement; . Further, the Concessionaire acknowledges and undertakes that [Selected Bidder ], together with {its / their} Associates] shall continue to hold at least 74% of the Concessionaire’s issued and paid up Equity until the expiry of 3 (three) years following the Project Completion Date and 51% during the remaining Concession Period;
(l) [it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Article 5.3 and that no the [insert name of lead member of the consortium ] holds not less than 26% (twenty six percent) of the Concessionaire’s issued and paid up Equity as on the date of this Agreement. Further, the Concessionaire acknowledges and undertakes that [insert name of lead member of the consortium ] shall continue to hold atleast 26% of the Concessionaire’s issued and paid up Equity throughout the Concession Period;]
(m) [it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Article 5.3 and that the [insert name of Consortium shall hold Member whose financial capability credentials has been used as qualification during the RFQ stage] holds not less than 10% (ten percent) of such the Concessionaire’s issued and paid up Equity as on the date of this Agreement. Further, the [insert name of Consortium Member whose financial capability credentials has been used as qualification during the RFQ stage] acknowledges and undertakes that it shall continue to hold atleast 10% of the Concessionaire’s issued and paid up Equity until the expiry of 3 years from the Project Completion Date of the Project under and in accordance with the provisions of the Concession Period.Agreement;]
(ln) {the [insert name of selected bidder/ Consortium Members and its/their} Associates have bidder] has the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(mo) {the [insert name of selected bidder/ each Consortium Member} bidder] is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentLOI, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(np) all its rights and interests in the Bus Terminal Sports Infrastructure Project and Real Estate Project, as the case may be shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired retained 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;
(oq) 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;warranty; and
(pr) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. 1.1 The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) it is duly incorporated, organised and validly existing under the laws of India, and has full power and authority Authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or or, where applicable, those of any member of the Consortium} Consortium 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 or affected;
(h) 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 authorityAuthority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percentArticle 5.11.
l) of its issued and paid up Equity as on the date of this Agreement; and that no member As of the Consortium Appointed Date, the Concessionaire and its Affiliates shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} The Concessionaire is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentsubmission of its Proposal, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(pwarranty; and o) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) it is duly organised organized and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Concession Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Concession Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Concession Agreement;.
(d) this Concession 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 obligations against it in accordance with the terms hereof;
(e) is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Concession Agreement or matters arising thereunder there under including any obligation, ,liability or responsibility hereunder;.
(fe) the information furnished in the Bid and as updated on or before the date of this Concession Agreement is true and accurate in all respects as on the date of this Concession Agreement;.
(gf) the execution, delivery and performance of this Concession Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;.
(hg) 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-quasi- judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Concession Agreement;.
(ih) 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 on its ability to perform its obligations under this Concession Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Concession Agreement;.
(ji) 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 its ability to perform its obligations under this Concession Agreement;.
(kj) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumProspective Tenderer/ Consortium Members}, together with {its/ their} Associates, hold not less than 51% (fifty-one percent) of the subscribed and paid up equity of the SPV for the term of the concession; and that each of the members of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Qualification shall hold at least 26% (twenty six percentper cent) of its issued the subscribed and paid up Equity as on equity share capital of the date SPV; and (ii) 5% (five per cent) of this the Total Project Cost specified in the Concession Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Periodconstruction period and five years thereafter and as stated in the definition “Change in Ownership” under Article 1.
(lk) {the selected bidder/ Prospective Tenderer/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;Concession agreement.
(ml) {the selected bidder/ Prospective Tenderer/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporation, incorporation and has requested the Authority to enter into this Concession Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms theterms and conditions set forth in this Concession Agreement;.
(nm) all its rights and interests in the Bus Terminal development of Multi Level Car Parking cum Commercial Complex at Old Power House Complex, Keishampat , Imphal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under Government Instrumentality which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
(o) no representation or warranty by it contained herein or may result in any other document furnished by material adverse effect on the Authority’s ability to perform its obligations under this Concession Agreement; n) it to the Authority or to any Government Instrumentality in relation to has complied with 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate Laws in all material respects; 7.2 Representations and Warranties of the Authority The Authority represents and warrants to the Concessionaire that:
a) it has full power and authority to execute, deliver and perform its obligations under this Concession Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Concession Agreement, exercise its rights and perform its obligations, under this Concession Agreement;
b) it has taken all necessary actions under the Applicable Laws to authorise the execution, delivery and performance of this Concession Agreement;
c) this Concession Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
d) 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 Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Concession Agreement;
e) it has complied with Applicable Laws in all material respects;
f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 Concession Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise authorize the execution and delivery of this Concession Agreement and to validly exercise its rights and perform its obligations under this Concession Agreement;
(c) along with its Associates, it has the financial standing and capacity to undertake the Project in accordance with the terms of this Concession Agreement;; DRAFT
(d) this Concession Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Concession Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Concession Agreement or matters arising thereunder there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Concession Agreement is true and accurate in all respects as on the date of this Concession Agreement;
(g) the execution, delivery and performance of this Concession Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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-quasi- judicial or other authority, the outcome of which may result in the breach of this Concession Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Concession Agreement;
(i) 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 Material Adverse Effect on its ability to perform its obligations under this Concession Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Concession Agreement;
(j) 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 Material Adverse Effect on its ability to perform its obligations under this Concession Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 5.3; and that the {Selected Bidder/ lead members of consortiumselected bidder/ Consortium Members}, together with {its/their} Associates, hold not less than (i) 100% (hundred per cent) thereof until completion of Project Milestone III as certified by Independent Engineer, (ii) 51% (fifty one per cent) thereof from date of completion of Project Milestone III as certified by Independent Engineer and until COD, and (iii) 26% (twenty six percentper cent) of its issued thereof from COD and paid up Equity as on until 06 (six) months from the date of this AgreementCOD; and that no member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Proposal shall together {with its/their Associates} hold less than 10% (ten percentper cent) of such during Equity upto 06 (six) months from the Concession Period.COD; DRAFT
(l) {the selected bidder/ Consortium Members and its/theirtheir Associates} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Concession Agreement;
(m) {the selected bidder/ each Consortium MemberMembers} is duly organised and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Concession Agreement with the Concessionaire pursuant to the Letter ofIntentLOA, and has agreed to and unconditionally accepted the terms and conditions set forth in this Concession Agreement;
(n) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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 Concession Agreement;
(o) no representation or warranty by it contained herein or in any other document 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;
(p) 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 otherwise for securing the Concession or entering into this Concession Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects;
(r) nothing contained in this Concession Agreement shall create any contractual relationship or obligation between the Authority and any Concessionaire’s personnel (including its Contractor’s personnel), designers, consultants or agents of the Concessionaire; and
(s) all undertakings and obligations of the Concessionaire arising from the Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Concession Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) a. it is duly organised and organised, validly existing and in good standing 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 contemplated hereby;
(b) has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) is subject to the laws of India, 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;
(f) b. it has full power and authority to execute, deliver and perform its obligations under this Agreement;
c. it has taken all necessary action to authorize the information furnished in the Bid execution, delivery and as updated on or before the date of this Agreement is true and accurate in all respects as on the date performance of this Agreement;
(g) d. this Agreement constitutes the legal, valid and binding obligation of the Concessionaire, enforceable against it in accordance with the terms hereof;
e. there are no actions, suits or proceedings pending or to its best knowledge, threatened against or affecting it before any court, administrative body or arbitral tribunal which might materially and adversely affect its ability to meet or perform any of its obligations under this Agreement;
f. it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
g. 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 its Memorandum memorandum of association and Articles articles of Association {or those of any member of the Consortium} 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 or affected;
(h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against h. it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 Authority which may result in any material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) j. all its rights and interests in the Bus Terminal Project/Project Facilities and Services shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Concessioning Authority, 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;
(o) k. no representation or warranty by it contained herein or in any other document furnished by it to the Concessioning Authority including the Bid or to any Government Instrumentality Authority 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;
(p) l. 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority in connection therewith;
m. agrees that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or governmental acts; and
(q) all information provided by n. consents generally in respect of the {selected bidder/ Consortium Members} enforcement of any judgement against it in response any proceedings in any jurisdiction to the Request for Qualification and Request for Proposals giving of any relief or otherwise, is to the best issue of its knowledge and belief, true and accurate any process in all material respectsconnection with such proceedings.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) It is duly organised and organized, validly existing and in good standing under the laws of India, and the jurisdiction of its incorporation;
b) It has full power power, financial resources and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) It has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) It has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this This Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(ef) It is subject to the civil and commercial laws of India, India with respect to this Agreement and it 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 hereunderthereof;
(fg) All the information furnished in the Bid is, and as updated on or before the date of this Agreement is shall be, true and accurate in all respects correct as on the date Appointed Date and COD for Project and the Balance Sheet and Profit and Loss Account of this Agreementthe Concessionaire for each of its Accounting Years after the Appointed Date to be furnished to the Authority shall give true and fair view of the affairs of the Concessionaire;
h) It shall furnish a copy of the audited accounts of the Concessionairewithin 180 (gone hundred eighty) days of the close of its each Accounting Year after the Appointed Date;
i) The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Memorandum and Articles of Association {or those of any member of the Consortium} Concessionaire or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which which, it is a party Party or by which it or any of its properties or assets is bound or affected;
(hj) there There are no actions, suits, proceedings, or investigations pending or, to its the 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 result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any material Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform any of its obligations and duties under this Agreement;
(ik) 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 Instrumentality Governmental Agency which may result in any material adverse effect on its Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations duties under this Agreement;
(jl) It has complied with all 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 Material Adverse Effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its All rights and interests of the Concessionaire in and to the Bus Terminal Project Facilities shall pass to and vest in the Authority on the Transfer Expiry Date free and clear of all liens, claims claims, and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, Concessionaire or the Authority and that none of the Project Assets including materials, supplies or equipment forming part thereof shall be acquired by it, the Concessionaire subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, person save and except as expressly provided in this Agreement;
(on) no No representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority Authority, or to any Government Instrumentality Governmental Agency 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;; and
(po) It warrants that no sums, in cash or kind, have been paid or will be paid, paid by it or on its behalfbehalf of the Concessionaire, to any person Person by way of fees, commission or otherwise for securing the Concession Contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority Authority, GOI or GOMP in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) a. it is duly organised organised, validly ex isting and validly existing in good standing under the laws of India, and ;
b. it has full power and authority to execute execute, deliver and perform its obligations under this the Agreement and to carry out the transactions contemplated hereby;
(b) c. it has taken all necessary corporate and other actions oth er action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) d. it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(d) this e. the Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) f. the information furnished in the Bid bid / proposal and as updated on or before the date of this the Agreement is true and accurate in all respects as on the date of this AgreementAgreement ;
(g) g. the execution, delivery and performance of this the Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} Associatio n 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 are bound or affected;
(h) h. there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the Concessionaire's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-judicial quasi -judicial or other authority, the outcome of which may result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate agg regate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(i) i. 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(j) j. it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(k) shall at no time undertake or permit k. subject to receipt by the Conce ssionaire from Concessioning Authority of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; , in the manner and that no member to the extent provided for under the applicable provisions of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Site and Project Facility shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Concessionaire or Concessioning Authority, 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;
(o) l. no representation representati on or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Concessioning Authority or to any Government Instrumentality Agency 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all m. Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of this Agreemen t, the Concessionaire has after a complete and careful examination made an independent evaluation of the Project Site, and the information provided by Concessioning Authority, and has determined to its satisfaction the {selected bidder/ Consortium Members} nature and extent of risks and hazard s as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that Concessioning Authority shall not be liable for the same in any manner whatsoever to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has {the selected bidder /Joint Venture Members and its/their} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the ConsortiumJoint Venture} or any Applicable Laws or any covenant, contract, agreement, arrangement, understandingunderstanding and, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;.
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumexisting promoters / selected bidder / Joint Venture Members }; together with {its/ their} Associates, hold not less than 2651% (twenty six fifty one percent) of {its / their} issued and paid paid-up Equity as on the date of this Agreement; and that no member each Consortium Member, whose technical and financial capacity was evaluated for the purposes of pre- qualification and short-listing in response to the Consortium Request for Proposal shall hold less than 10at least 26% (ten twenty six percent) of such Equity during the Concession PeriodConstruction Period and two years thereafter along with its Associates; Provided further that any such request made under Clause 7.1 (k) and/ or Article 42, at the option of the Authority, may be required to be accompanied by a suitable no objection letter from Senior Lenders.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Memberbidder /each Joint Venture Members} is duly organised and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nm) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(on) 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;
(po) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(qp) all information provided by the {selected bidder/ Consortium MembersBidder/ Joint Venture Members } in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(q) all undertakings and obligations of the Concessionaire arising from the Request for Proposal or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be:
(a) CoC that: it is duly organised and organised, validly existing and in good standing under the laws of India, and ; it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) ; it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) ; it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) Project; this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) ; the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(h) ; there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the Concessionaire's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) Material Adverse Effect; 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) Material Adverse Effect; it has complied with all 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 its ability Material Adverse Effect; subject to perform its obligations receipt by the Concessionaire from CoC of any amount due under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Facilities shall pass to and vest in the Authority CoC on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, 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;
(o) Concessionaire; no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority CoC or to any Government Instrumentality Agency 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;
(p) ; no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the Development Rights. Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Project Site and the information provided by the {selected bidder/ Consortium Members} CoC, and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder, such examination/ review having included but not limited to the Request following: the form and nature of the Project Site, including the sub-surface conditions, the hydrological and climatic conditions, the extent and nature of the work and materials necessary for Qualification the execution and Request for Proposals or otherwisecompletion of the works, is and the remedying of any defects, and the means of access to the best Project Site The Concessionaire also acknowledges and hereby accepts the risk of its knowledge inadequacy, mistake or error in or relating to any of the matters set forth above and beliefhereby confirms that CoC shall not be liable for the same in any manner whatsoever to the Concessionaire. Representations and Warranties of Corporation of Chennai CoC represents and warrants to the Concessionaire that: CoC has the full power and authority to grant the Development Rights; CoC has taken all the necessary action to authorise the execution, true delivery and accurate performance of this Agreement; This Agreement constitutes CoC’s legal, valid and binding obligation enforceable against it in all material respectsaccordance with the terms hereof; There are no suits or other legal proceedings pending or threatened against CoC in respect of the Project Site / Project Facilities.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. 10.1.1 The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beGoS that:
(a) it is duly organised organized and validly existing under the laws of IndiaPakistan, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementAgreement and neither the Concessionaire nor the Sponsors have committed a breach in respect of their payment obligations in relation to a financial indebtedness;
(d) 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 obligations against it in accordance with the terms hereof;
(e) it is subject to the laws of IndiaPakistan, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate the Concessionaire’s performance (in a manner which may negatively affect the Concessionaire in any way) required by any of the terms of its Memorandum and Articles of Association {or those of any member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is they are a party or by which it or any of its properties or assets is are bound or affected;
(hg) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity under the Applicable Laws before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(ih) 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 Agency which may result in any material adverse effect Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its material obligations under this Agreement;
(ji) 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 its ability to perform its obligations under this Agreement;
(kj) it shall at no time undertake or permit any Change in Ownership except & Controlexcept in accordance with the provisions of Clause 5.3 this Agreement and that the {Selected Bidder/ lead members of consortium}Sponsors, together with their Associates (if any), hold not less than 26% (twenty six percent) of its issued and paid up Equity of Class A Shares as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.;
(lk) {the selected bidder/ Consortium Members and its/their} Concessionaire, the Sponsors along with their Associates (if any) have the financial standing and resources to fund the required Sponsors’ Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(ol) no representation or warranty made by it the Concessionaire and contained herein or in any other document furnished by it to the Authority GoS or to any Government Instrumentality Agency 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;
(pm) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority GoS in connection therewith; and;
(qn) all information material representations (breach of which may cause a Material Adverse Effect) provided by the {selected bidder/ Consortium Members} Sponsors in their Bid submitted in response to the Request for Qualification and Request for Proposals or otherwiseRFP, is to the best of its their knowledge and belief, true and accurate in all material respects; and
(o) it is subject to civil and commercial law with respect to this Agreement and it hereby expressly and irrevocably waives any sovereign immunity (if any) in any jurisdiction.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(ed) 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 there under including any obligation, liability or responsibility hereunder;
(fe) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(gf) 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 its Memorandum memorandum and Articles articles of Association {or those of any member of the Consortium} 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 or affected;
(hg) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(ih) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(ji) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(oj) no representation or warranty by it contained herein or in any other document 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;
(pk) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 4.3 (l) 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 otherwise for securing the Concession contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.;
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beAMC that:
(a) the Concessionaire shall not venture into or continue any business which is duly organised and validly existing under in direct or indirect competition with the laws Project. In the event the Concessionaire engages in such activities, the same shall constitute a fundamental breach of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out by the transactions contemplated herebyConcessionaire;
(b) has taken all necessary corporate the execution, delivery and other actions under Applicable Laws to authorise the execution and delivery 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 the Concessionaire’s Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to validly exercise which it is a party or by which it or any of its rights and perform its obligations under this Agreementproperties or assets are bound or affected;
(c) there are no actions, suits, proceedings or investigations pending or, to the 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 the Concessionaire Event of Default or which individually or in the aggregate may result in Material Adverse Effects;
(d) 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;
(e) 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 financial standing and capacity aggregate have or may have Material Adverse Effect;
(f) no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to undertake the Project AMC or to any Government Authority in accordance relation to Applicable Approvals contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading;
(g) its shareholding pattern is in compliance with the terms requirements of this Agreement;
(dh) this Agreement constitutes its legal, valid it has the financial standing and binding obligation, enforceable against it resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereofAgreement;
(ei) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority AMCs on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) it is duly organised and validly existing under the laws of India, and has full power and authority Concessioning Authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} Consortium 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 or affected;
(h) 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 authorityConcessioning Authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members Lead Member of consortium}, the Consortium hold not less than 2651 % (twenty six fifty one percent) of its issued and paid up Equity during the Concession Period; that the respective holding of each Consortium Member conforms to the representation made by the Consortium and accepted by the Concessioning Authority as on part of the date of this AgreementBid; and that no member of the Consortium shall hold less than 1026% (ten percenttwenty six per cent) of such Equity during the Concession Period.;
(l) {the selected bidder/ Consortium Members and its/their} their Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} Member is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Concessioning Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Acceptance, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Trauma Centre shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Concessioning Authority, 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;
(o) no representation or warranty by it contained herein or in any other document furnished by it to the Concessioning 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;warranty; and
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority Concessioning Authorty in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beMOPIT that:
(a) it is duly organised and validly existing under the laws of IndiaNepal, and has full power and authority MOPIT to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) it is subject to the laws of IndiaNepal, 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {[or those of any member of the Consortium} ] 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 or affected;
(h) 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 authorityMOPIT, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in of Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumselected bidder/Consortium Members}, together with {its/their} Associates hold not less than 2651% (twenty six fifty-one percent) of its issued and paid up Equity as on the date of this Agreement; Agreement and up to the COD, and that no member of the Consortium whose technical and financial capacity was evaluated for the purpose of EOI and RFP shall hold less than 1026% (ten percenttwenty six per cent) of such equity during the Concession Construction Period.;
(l) {[the selected bidder/ Consortium Members and its/their} ] Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ [each Consortium Member} ] is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority MOPIT to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority MOPIT on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the AuthorityMOPIT, 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;
(o) no representation or warranty by it contained herein or in any other document furnished by it to the Authority MOPIT 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority MOPIT in connection therewith; and
(q) all information provided by the {selected bidder/ bidder/Consortium Members} in response to the Request for Qualification Expression of Interest and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. 7.1.1 The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid or otherwise and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 5.3; and that the {Selected Bidder/ lead members of consortium}existing promoters /selected bidder/ Consortium Members, together with its/their Associates, hold not less than 2633% (twenty six percentthirty three per cent) of its its/their issued and paid up Equity as on the date of this Agreement; and that no member Member of the Consortium shall whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the RFQ shall, during the Construction Period, hold less than 1026% (ten percenttwenty-six per cent) of such during Equity which shall also be no less than 5% (five per cent) of the Concession Period.Total Project Cost;
(l) the {the selected bidder/ Consortium Members and its/its/ their} and its Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium MemberMembers and its/ their} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentLOA, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects;
(r) all undertakings and obligations of the Concessionaire arising from the RFQ and RFP or otherwise shall be binding on the Concessionaire as if they form part of this Agreement; and
(s) [it has good and valid right to the Site for the development and operation of the Project.] 12
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beDTIDCL that:
(ai) it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
(ii) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(biii) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(civ) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(dv) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(evi) it is subject to the civil and commercial laws of India, India with respect to this Agreement and it 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 hereunderthereof;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(gvii) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire’s Memorandum and Articles of Association {or those of any member of the Consortium} Consortium 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 or affected;
(hviii) there are no actions, suits, proceedings, or investigations pending or, to its the Concessionaire’s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(iix) 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 Instrumentality which may result in any material adverse effect on its Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations duties under this Agreement;
(jx) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kxi) the aggregate equity shareholding of the existing shareholders in the issued and paid up equity share capital of the Concessionaire shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not be less than (a) 51% (fifty one per cent) until expiry of 3 (three) years following COD, and (b) 26% (twenty six percentper cent) of its issued and paid up Equity as on during the date remaining Operations Period;
(xii) Upon Termination of this Agreement; , under and that no member subject to the applicable provisions of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal shall pass Project Assets that should be passed to and vest in the Authority DTIDCL on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;Termination
(oxiii) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority DTIDCL 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;; and
(pxiv) no sums, in cash or kind, have been paid or will be paid, by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession Agreement or entering into of this Agreement or for influencing or attempting to influence any officer or employee of the Authority DTIDCL in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) it has taken all necessary actions to authorize execution of this Agreement;
(b) it is duly organised organized and validly existing under the laws of IndiaApplicable Laws, and that it has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken the technical and financial strength to undertake the Project;
(d) this Agreement is being signed and executed by a representative of the Concessionaire who has been duly authorized and empowered by the Concessionaire to sign and execute the Agreement on its behalf;
(e) all necessary corporate the Project Documents have been duly executed on proper authority and other actions under Applicable Laws to authorise are in full force and effect as at the Signature Date, save for those Project Documents identified in Schedule P [List of Project Documents] that will be executed after the Signature Date;
(f) the execution and delivery performance of this Agreement any Project Documents do not and to validly exercise will not contravene any provision of the memorandum or articles of association of the Concessionaire as at the Signature Date, or any order or other decision of any Government Authority or arbitrator that is binding on the Concessionaire as at the Signature Date;
(g) the Concessionaire shall seek all Approvals and procure all Consents at its rights own efforts, cost and perform its obligations under expense in terms of this Agreement;
(ch) all Consents required for the conduct of the Project Deliverables are in full force and effect as at the Signature Date, save for any Consents which are not required under applicable law to be obtained by the Signature Date; provided that the Concessionaire warrants that it knows of no reason (having made all reasonable enquiries in this regard) why any such Consent will not be granted on reasonable terms by the time it is required to obtain such Consent;
(i) no litigation, arbitration, investigation or administrative proceeding is in progress as at the Signature Date or, to the best of the knowledge of the Concessionaire as at the Signature Date having made all reasonable enquiries, threatened against it, which is likely to have a material adverse effect on the ability of the Concessionaire to conduct the Project Deliverables;
(j) the Concessionaire is not subject to any obligation, non-compliance which is likely to have material adverse effect on its ability to conduct the Project Deliverable;
(k) no proceedings or any other steps have been taken or, to the best of the knowledge of the Concessionaire having made all reasonable enquiries, threatened for the winding-up or liquidation (whether voluntary or involuntary, provisional or final), judicial management (whether provisional or final) or deregistration of the Concessionaire, or for the appointment of a liquidator, judicial manager or similar officer over it or over any of its assets;
(l) all information disclosed by or on behalf of the Concessionaire to FBR at any time up to the Signature Date and, in particular, during the bid process preceding the award of this Agreement to the Concessionaire, is true, complete and accurate in all material respects and the Concessionaire is not aware of any material facts or circumstances not disclosed to FBR which would, if disclosed, likely to have an adverse effect on FBR’s decision (acting reasonably) to award the Agreement to the Concessionaire;
(m) the copies of the executed Project Documents, which have been delivered to FBR, are true and complete copies of such Project Documents and there are no other documents replacing or relating to any such Project Documents, which would materially affect the performance of these Project Documents; and
(n) as at the Signature Date:
(i) the Concessionaire has an authorized and issued share capital as set out in Schedule U (Corporate Details of the Concessionaire) and all shares in the issued share capital of the Concessionaire are fully paid up;
(ii) all shares in the issued share capital of the Concessionaire are legally and beneficially owned as represented in Schedule U (Corporate Details of the Concessionaire);
(iii) save as provided in the Financing Agreements or the Shareholders Agreement, no person has the right (whether actual or contingent) to call for the issue of any share or loan capital in the Concessionaire whether pursuant to any option or otherwise including on realization of security; and
(iv) save as provided in the Financing Agreements or the Shareholders Agreement, there is no encumbrance over or affecting any of the Equity or the Shareholder Loans and there is no agreement or commitment to grant or create any such encumbrance.
(o) Concessionaire and its sponsors who prepared and submitted the Bid have the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(dp) 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 obligations against it in accordance with the terms hereof;
(eq) it is subject to the laws of IndiaPakistan, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder there under including any obligation, liability or responsibility hereunder;
(fr) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(gs) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(kt) it shall at no time undertake or permit any Change Changes in Ownership except in accordance with the provisions of Clause 5.3 Control and that the {Selected Bidder/ lead members of consortium}, [existing promoters/Consortium Members] together with their associates hold not less than 2651% (twenty six fifty-one percent) of its issued and paid paid- up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.;
(lu) {the selected bidder/ JV/Consortium Members and its/their} Associates their associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(mv) {the selected bidder/ each Each JV/Consortium Member} Member is duly organised organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nw) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority FBR on the Transfer Date free and clear of all liens, claims and Encumbrancesencumbrances, without any further act or deed on its part or that of the AuthorityFBR, 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 encumbrance is retained by any person, save and except as expressly provided in this Agreement;
(o) 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;
(px) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority FBR in connection therewith; and.
(qy) subject to the terms of this Agreement, all information provided its rights and interests in the Project shall pass to and vest in FBR on the Transfer Date, free and clear of all Encumbrances, without the need for any further act or deed on its
(z) no representation or warranty by the {selected bidder/ Consortium Members} Concessionaire contained herein or in response any other document furnished by the Concessionaire to FBR contains or shall contain any untrue statement of material fact or omits or shall omit a material fact necessary to make such representation or warranty not misleading. Notwithstanding any independent verification, study, review, search or observation having been carried out or made by FBR to any such statements, data or information contained in the Request for Qualification Concessionaire’s representation and Request for Proposals or otherwisewarranties as aforesaid, is to the best Concessionaire shall not by virtue of the aforesaid be discharged from any of its knowledge and beliefrepresentations or warranties made hereunder, true and accurate in all material respectswhole or in part.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beDTC that:
(a) It is duly organised and organized, validly existing and in good standing under the laws of India, and the jurisdiction of its incorporation;
(b) It has full power and authority to execute execute, deliver and perform its obligations under this Concession Agreement and to carry out the transactions contemplated hereby;
(bc) It has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Concession Agreement;
(d) this It has the necessary capabilities essential to undertake the Project;
(e) This Concession Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(ef) It is subject to the civil and commercial laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in India with respect of to this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Concession Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) there There are no actions, suits, proceedings, or investigations pending or, to its the Concessionaires‟ knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Concession Agreement or which individually or in the aggregate may result in any material Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or any impairment of its ability to perform any of its obligations and duties under this Concession Agreement;
(ih) 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 Instrumentality Governmental Agency which may result in any material adverse effect on its Material Adverse Effect or impairment of the Concessionaire‟s ability to perform its obligations and duties under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Concession Agreement;
(ji) It has complied with all 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 Material Adverse Effect on its financial condition or its ability to perform its obligations and duties under this Concession Agreement;
(kj) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) no No representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality DTC in relation to Applicable Permits Certificates, permits, permissions, licenses and other such necessary approvals and sanctions required under the Concession Agreement 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;; and
(pk) no No sums, in cash or kind, have been paid or will be paid, paid by it or on its behalfbehalf of the Concessionaire, to any person by way of feesPrice, commission or otherwise for securing the Concession or entering into this Concession Agreement or for influencing or attempting to influence any officer or employee of the Authority DTC in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beMCD that:
(a) it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
(b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its Memorandum and Articles of Association {or those of any member of the Consortium} Concessionaire's charter documents 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 are bound or affected;
(hg) there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the Concessionaire's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(ih) 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this AgreementMaterial Adverse Effect;
(ji) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kj) shall at no time undertake or permit subject to receipt by the Concessionaire from MCD of any Change in Ownership except in accordance with amount due under any of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Existing Project Facilities shall pass to and vest in the Authority MCD on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest Concessionaire or other lien or Encumbrance is retained by any person, save and except as expressly provided in this AgreementMCD;
(ok) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority MCD or to any Government Instrumentality Agency 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;
(pl) no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the Concession.
(m) Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Existing Project Facilities, and the information provided by MCD, and has determined to its satisfaction the {selected bidder/ Consortium Members} nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder.
(n) The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that MCD shall not be liable for the same in any manner whatsoever to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsConcessionaire.
Appears in 1 contract
Samples: Collection, Segregation, Transportation, and Disposal of Municipal Solid Waste Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beMCGM that:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) along with its Associates, it has the financial standing and capacity to undertake operate the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreementhereof;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 5.3; and that the {Selected Bidder/ lead members of consortium}its promoters together with their Associates, hold not less than 2651% (twenty six percentfifty one per cent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.;
(l) {the selected bidder/ Consortium Members Concessioner and its/their} its Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} Concessioner is duly organised and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority Procurer to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights it has a good and interests in the Bus Terminal shall pass valid right to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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 AgreementPremises;
(o) no representation or warranty by it contained herein or in any other document furnished by it to the Authority MCGM 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;
(; p) 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 otherwise for securing the Concession Supply Contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority MCGM in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} bidder in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.; and
Appears in 1 contract
Samples: Power Procurement Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(ed) 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 there under including any obligation, liability or responsibility hereunder;
(fe) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(gf) 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 its Memorandum memorandum and Articles articles of Association {or those of any member of the Consortium} 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 or affected;
(hg) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(ih) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(ji) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(oj) no representation or warranty by it contained herein or in any other document 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;
(pk) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 4.13;]
(l) 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 otherwise for securing the Concession contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(qm) all information provided by the {selected bidder/ Consortium Membersmembers of the Consortium} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(n) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Concessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}GOTN, as the case may beHD that:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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 hereunder including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or of the Concessionaire[or those of any member of the Consortium} ] 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, [existing promoters/ Consortium Members] together with their Associates hold not less than 2651% (twenty six fifty-one percent) of its issued and paid up Equity as on the date of this Agreement; [that the respective holding of each Consortium Member conforms to the representation made by the Consortium and accepted by GOTN, HD as part of the Bid; and that no member of the Consortium shall hold less than 10% (ten percentper cent) of such Equity during the Concession Construction Period.];
(l) {the selected bidder/ Consortium Members and its/their} their Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} Member is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority GOTN, HD to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project Highway shall pass to and vest in the Authority GOTN, HD on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the AuthorityGOTN, HD, 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;
(o) no representation or warranty by it contained herein or in any other document furnished by it to the Authority GOTN, HD 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;warranty; and
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority GOTN, HD in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beDUSIB that:
(a) it is duly organised and organised, validly existing and in good standing under the laws of India, and ;
(b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(bc) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(cd) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(de) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(ef) it is subject to the civil and commercial laws of India, India with respect to this Agreement and it 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreementthereof;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {Association, byelaws, trust deed or those of any member of the Consortium} Consortium 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 or affected;
(h) there are no actions, suits, proceedings, or investigations pending or, to its the Concessionaire's knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(i) 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 Instrumentality Agency which may result in any material adverse effect on its Material Adverse Effect or impairment of the Concessionaire's ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations duties under this Agreement;
(j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil Civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no each member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members was and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, incorporation and has full power and authority to consent to and has validly consented to and requested the Authority DUSIB to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nl) subject to receipt by the Concessionaire from DUSIB of the Termination Payment and any other amount due under any of the provisions of this Agreement, in the manner and to the extent provided for under the applicable provisions of this Agreement all its rights and interests of the Concessionaire in and to the Bus Terminal Project Facilities shall pass to and vest in the Authority DUSIB on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest Concessionaire or other lien or Encumbrance is retained by any person, save and except as expressly provided in this AgreementDUSIB;
(om) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority DUSIB or to any Government Instrumentality Agency 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;; and
(pn) no sums, in cash or kind, have been paid or will be paid, by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into of this Agreement or for influencing or attempting to influence any officer or employee of the Authority DUSIB in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be:
(a) that: 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 contemplated hereby;
(b) ; it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) ; it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) ; 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 obligations against it in accordance with the terms hereof;
(e) ; 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;
(f) ; the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) ; 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) ; 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) ; 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) ; 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 its ability to perform its obligations under this Agreement;
(k) ; it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumselected bidder/ Lead Member/ Consortium Members}, together with {its/ their} Associates, hold not less than 2633% (twenty six thirty three percent) of its issued and paid up Equity as on the date of this Agreement; and that no member each Consortium Member whose technical and financial capacity was evaluated for the purposes of pre- qualification and short-listing in response to the Consortium Request for Qualification shall hold less than 10at least 26% (ten percenttwenty six per cent) of such Equity during the Concession Period.
(lConstruction Period and two years thereafter along with its Associates Provided further that any such request made under Clause 7.1(k) and / or Article 42, at the option of the authority, may be required to be accompanied by a suitable no objection letter from lenders, {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) ; {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) ; all its rights and interests in the Bus Terminal Storage Facility shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) ; 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;
(p) ; 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) and all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects Representations and warranties of the Authority The Authority represents and warrants to the Concessionaire that: it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; it has taken all necessary actions under the Applicable Laws to authorise the execution, delivery and performance of this Agreement; it has the financial standing and capacity to perform its obligations under this Agreement; this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; 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 Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; it has complied with Applicable Laws in all material respects; It has good and valid right to the Site, and has power and authority to grant a licence in respect thereto to the Concessionaire Disclosure In the event that any occurrence or circumstance comes to the attention of either Party that renders any of its aforesaid representations or warranties untrue or incorrect, such Party shall immediately notify the other Party of the same. Such notification shall not have the effect of remedying any breach of the representation or warranty that has been found to be untrue or incorrect nor shall it adversely affect or waive any right, remedy or obligation of either Party under this Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be/ SSNNL / FED that:
(a) it is duly incorporated, 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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum memorandum of association and Articles articles of Association {or those of any member of the Consortium} or 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(k) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(l) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold Preferred Bidder holds not less than 26100% (twenty six one hundred percent) of its the Concessionaire’s issued and paid up Equity as on the date of this Agreement; and that no member ;
(m) as of the Consortium Compliance Date, the Concessionaire and its Affiliates shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(mn) {the selected bidder/ each Consortium Member} Concessionaire is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority / SSNNL / FED to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentsubmission of its proposal, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(no) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority / SSNNL / FED on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the AuthorityAuthority / SSNNL / FED, 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;
(op) no representation or warranty by it contained herein or in any other document furnished by it to the Authority / SSNNL / FED 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 misleadingwarranty;
(pq) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority / SSNNL / FED in connection therewith; and
(qr) all information provided by undertakings and obligations of the {selected bidder/ Consortium Members} in response to Concessionaire arising from the Request request for Qualification and Request for Proposals proposals or otherwise, is to otherwise shall be binding on the best Concessionaire as if they form part of its knowledge and belief, true and accurate in all material respectsthis Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it along with its Associates has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 5.3; and that the {Selected Bidder/ lead members of consortiumexisting promoters/ Consortium Members }, together with {its/their} Associates, hold not less than {26% (twenty six percent) per cent)/51% (fifty one per cent)} of its {its/their} issued and paid up Equity as on the date of this Agreement; and and
(i) that no member Member of the Consortium whose financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Proposal shall hold less than 1026% (ten twenty-six per cent) of such Equity and 5% (five percent) of such the Total Project Cost during the Concession Period.period of 2 (two) years from the Healthcare Network-COD, and (ii) the Consortium Members shall collectively hold (A) at least 51% (fifty one per cent) of the issued and paid up Equity at all times during the period of 2 (two) years from the Healthcare Network-COD, and (B) at least 26% (twenty six per cent) of the issued and paid up Equity at all times during the period between the expiry of 2nd year from the Healthcare Network-COD and expiry of 15th year from the Healthcare Network-COD;
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Healthcare Network shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) a. it is duly organised organized 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 contemplated hereby;
(b) b. it has taken all necessary corporate and other actions under Applicable Laws to authorise authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has c. {the selected bidder / Consortium Members and its/their} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) d. 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 obligations against it in accordance with the terms hereof;
(e) e. it is subject to the laws of India/Telangana, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder hereunder including any obligation, liability or responsibility hereunder;
(f) f. the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) g. 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) h. 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) i. 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) j. it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumselected bidder / Consortium Members}, together with {its/their} Associate, hold not less than 2651% (twenty six percentfifty one per cent) of its issued and paid up Equity as on during entire Concession Period; and that the Consortium Members whose technical and financial capacity was evaluated for the purposes of eligibility and qualification and short-listing in response to the Request for Proposals shall hold entire subscribed and paid up Equity for a period of 3 (three) years from the date of this Agreement; and that no member COD of the Consortium shall hold less than 10% (ten percentProject, along with its Associates. Provided further that any such request made under this Clause 7.1(j) and / or Article 38, at the opinion of such during the Concession PeriodAuthority, may be required to be accompanied by a suitable no objection letter from Senior Lenders.
(l) k. {the selected bidder/ Consortium Members and itsbidder/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) l. all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) m. all information provided by the {selected bidder/ bidder / Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
n. all undertakings and obligations of the Concessionaire arising from the Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) It is duly organised organized 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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has {the selected bidder / Consortium Members and its/their} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt, if necessary, for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the The information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.Article 5.3;
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nm) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets Facilities shall be acquired by it, subject 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;
(on) 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;
(po) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(qp) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(q) All undertakings and obligations of the Concessionaire arising from the Request for Qualification and Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be:
(a) that: 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 contemplated hereby;
(b) ; it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) ; it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) ; 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 obligations against it in accordance with the terms hereof;
(e) ; 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;
(f) ; the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) ; 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) ; 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) ; 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) ; 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 its ability to perform its obligations under this Agreement;
(k) ; it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumselected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 2651% (twenty six fifty-one percent) of its issued and paid up Equity as on the date of this Agreement; and that no member each Consortium Member whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Qualification shall hold at least 26% (twenty six per cent) of Equity during the Construction Period and two years thereafter Provided further that any such request made under Clause 5.3, shall at the option of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) Authority, may be required to be accompanied by a suitable no objection letter from Senior Lenders. {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) ; {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) ; all its rights and interests in the Bus Terminal Project Highway shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) ; 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;
(p) warranty; and 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith. Representations and Warranties of the Authority The Authority represents and warrants to the Concessionaire that: it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; and
(q) it has taken all necessary actions under the Applicable Laws to authorise the execution, delivery and performance of this Agreement; it has the financial standing and capacity to perform its obligations under the Agreement; this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; there are no actions, suits or proceedings 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 result in the default or breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform its obligations under this Agreement; 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 Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; it has complied with Applicable Laws in all material respects; all information provided by the {selected bidder/ Consortium Members} it in response to the Request for Qualification and Request for Proposals Proposals, including amendments thereto or otherwisedisclosures thereunder, is in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; it has the right, power and authority to manage and operate the Project Highway up to the Appointed Date; it has good and valid right to the Site, and has power and Authority to grant a licence in respect thereto to the Concessionaire; and upon the Concessionaire paying the Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, in accordance with this Agreement.
Appears in 1 contract
Samples: Model Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) It is duly organised organized 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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) 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 -will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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 hereunder including any obligation, liability or responsibility hereunder;
(f) the The information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumselected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 2651% (twenty six fifty-one percent) of its issued and paid up Equity as on the date of this Agreement; and that no member each Consortium Member whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Proposalsshall hold at least 26% (twenty six per cent) of Equity during the Construction Period and two years thereafter along with its Associates; Provided further that any such request made under Clause 7.1(k) and / or Article 42, at the option of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.Authority, may be required to be accompanied by a suitable no objection letter from Senior Lenders
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nm) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject 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;
(on) 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;
(po) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(qp) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(q) All undertakings and obligations of the Concessionaire arising from the Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beGovernment that:
(a) it is duly organised organized and validly existing under the laws of IndiaI ndia, and has full power and authority to execute and perform its obligations under this t his Agreement and to carry out the transactions t ransactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise authorize the execution and delivery of this Agreement and to t o validly exercise its rights and perform its obligations under this Agreement;
(c) has the financial standing and capacity to undertake the Project it h as t h e f inancial st xxxxxx an d capacit y t o u ndert ake t he Proj ect in accordance with the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, hereof and its the obligations of the Concessionaire under this Agreement will be legally valid, binding and enforceable obligations against it the Concessionaire in accordance with the terms hereof;
(e) it is subject to subj ect t o the laws law s of IndiaI ndia, and hereby expressly and irrevocably waives any immunity immunit y in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
(f) the information furnished in the t he Bid and as updated on or before the date of this Agreement is true t rue and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict withw it h, result resu lt in the t he breach ofof , constitute const it ut e a default def xxxx under, or accelerate accelerat e performance required by any of the terms of its Concessionaire’s Memorandum and Articles of Association {{ or those of any member of the Consortium} or any Applicable Laws or any covenant, contractcontract , 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 I nstrumentality which may result in any material adverse effect on its the Concessionaire’s ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time t ime undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 5.3; and that the {Selected Bidder/ lead members of { selected bidder / consortium}} , together with { it s / their} Associates, hold not less than 26t han 33% (twenty six percent( thirty three per cent) of its it s issued and paid paid-up Equity as on the date of this Agreement; and that no member of the Consortium whose technical and financial capacity was evaluated for the purposes of qualification and short -listing in response to the Request for Proposal shall hold less than 1026% (ten percenttwenty six per cent) of such Equity during the Concession Period.;
(l) {{ the selected bidder/ bidder / Consortium Members and its/theirits/ their Associates} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {{ the selected bidder/ bidder / each Consortium MemberMembers} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority Government to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights it s right s and interests of the Concessionaire in the Bus Terminal Project Highway shall pass to t o and vest in the Authority Government on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its the part or that of the AuthorityConcessionaire or the Government, and that none of the Project Assets shall be acquired by it, Concessionaire subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, person save and except as expressly provided in this Agreement;
(o) no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to t o the Authority Government or to any Government Instrumentality I nstrumentality 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;
(p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer off icer or employee of the Authority Government in connection therewith; and
(q) all information provided by the {{ selected bidder/ bidder / Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Concessioning Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 5.3; and that the {Selected Bidder/ lead members of consortiumselected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 26100% (twenty six one hundred percent) of its issued and paid up Equity as on the date of this Agreement; and that no member Technical Member & Financial Member of the Consortium whose technical and financial capacity was evaluated for the purposes of qualification and short-listing in response to the Request for Proposal shall hold less than 1049% (ten percentforty nine per cent) and 26% (twenty six per cent) respectively of such Equity during the Concession Period.;
(l) {the selected bidder/ Consortium Members and its/its/ their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium MemberMembers} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Concessioning Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Concessioning Authority, 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;
(o) no representation or warranty by it contained herein or in any other document furnished by it to the Concessioning 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the O&M of the Project Highway in accordance with the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, hereof and its the obligations of the Concessionaire under this Agreement will be legally valid, binding and enforceable obligations against it the Concessionaire in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its the Concessionaire’s Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) there are no actions, suits, proceedings, or investigations pending or, to its the 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its the Concessionaire’s ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the aggregate holding of the Selected Bidder together with {Selected Bidder/ lead members its/their} Associates, in the issued and paid-up equity share capital of consortium}, the concessionaire shall not decline below 51% (fifty one percent) thereof during the first two years of the Concession Period; and that each member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre- qualification and short-listing in response to the RFP shall hold not less than at least 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percentper cent) of such Equity during the Concession Period.Period along with its Associates; Provided further that any such request made under this Clause 7.1(k) and / or Article 48, at the option of the Authority, shall be required to be accompanied by a suitable no objection letter from Lender;
(l) {the selected bidder/ Consortium Members and its/theirtheir Associates} Associates have the financial standing and resources to fund the required Equity equity and to raise the debt necessary for undertaking to undertake and implementing implement the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in the Bus Terminal Project Highway shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its the part of the Concessionaire or that of the Authority, and that none of the Project Assets shall be acquired by it, the Concessionaire subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, person save and except as expressly provided in this Agreement;
(o) no representation or warranty by it the Concessionaire 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;
(p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 5.3; and that the {Selected Bidder/ lead members of consortiumselected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 26100% (twenty six one hundred percent) of its issued and paid up Equity as on the date of this Agreement; and that no member Technical Member & Financial Member of the Consortium whose technical and financial capacity was evaluated for the purposes of qualification and short-listing in response to the Request for Proposal shall hold less than 1049% (ten percentforty nine per cent) and 26% (twenty six per cent) respectively of such Equity during the Concession Period.;
(l) {the selected bidder/ Consortium Members and its/its/ their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium MemberMembers} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Concessioning Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Concessioning Authority, 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;
(o) no representation or warranty by it contained herein or in any other document furnished by it to the Concessioning 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) it is duly organised authorize 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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the O&M of the Project Road in accordance with the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, hereof and its the obligations of the Concessionaire under this Agreement will be legally valid, binding and enforceable obligations against it the Concessionaire in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its the Concessionaire’s Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) there are no actions, suits, proceedings, or investigations pending or, to its the 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its the Concessionaire’s ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {aggregate holding of the Selected Bidder/ lead members Bidder together with { its/ their} Associates, in the issued and paid-up equity share capital of consortium}, the Concessionaire shall not decline below 51% (fifty one percent) thereof during the first two years of the Concession Period; and that each member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre- qualification and short-listing in response to the RFP shall hold not less than at least 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percentper cent) of such equity during the first two years of the Concession PeriodPeriod along with its Associates.; Provided further that any such request made under this Clause 7.1(k) and / or Article 41, at the option of the Authority, shall be required to be accompanied by a suitable no objection letter from Lender;
(l) {the selected bidder/ Consortium Members Members} and {its/their} Associates have the financial standing and resources to fund the required Equity equity and to raise the debt necessary for undertaking to undertake and implementing implement the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} Member is duly organised authorize and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in the Bus Terminal Project Road shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its the part of the Concessionaire or that of the Authority, and that none of the Project Assets shall be acquired by it, the Concessionaire subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, person save and except as expressly provided in this Agreement;
(o) no representation or warranty by it the Concessionaire 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;
(p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} Members in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. 19.2.1 The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) the Concessionaire shall not venture into or continue any business which is duly organised and validly existing under in direct or indirect competition with the laws Project/Project. In the event the Concessionaire engages in such activities, the same shall constitute a fundamental breach of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out by the transactions contemplated herebyConcessionaire;
(b) has taken all necessary corporate the execution, delivery and other actions under Applicable Laws to authorise the execution and delivery 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 the Concessionaire’s Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to validly exercise which it is a party or by which it or any of its rights and perform its obligations under this Agreementproperties or assets are bound or affected;
(c) there are no actions, suits, proceedings or investigations pending or, to the 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 the Concessionaire Event of Default or which individually or in the aggregate may result in Material Adverse Effects;
(d) 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;
(e) 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 financial standing and capacity aggregate have or may have Material Adverse Effect;
(f) no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to undertake the Project Authority or to any Government Authority in accordance relation to Applicable Approvals contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading;
(g) its shareholding pattern is in compliance with the terms requirements of this Agreement;
(dh) this Agreement constitutes its legal, valid it has the financial standing and binding obligation, enforceable against it resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereofAgreement;
(ei) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsencumbrances.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may beMMC that:
(ai) it is duly organised and organized, validly existing and in good standing under the laws of India, and ;
(ii) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(biii) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(civ) it has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(dv) this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(evi) it is subject to the civil and commercial laws of India, India with respect to this Agreement and it 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 hereunderthereof;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(gvii) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} Consortium 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 or affected;
(hviii) there are no actions, suits, proceedings, or investigations pending or, to its the Concessionaire's knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this AgreementMaterial Adverse Effect;
(iix) 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 Instrumentality Agency which may result in any material adverse effect on its Material Adverse Effect or impairment of the Concessionaire's ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations duties under this Agreement;
(jx) it has complied with all 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 its ability to perform its obligations under this AgreementMaterial Adverse Effect;
(kxi) (Where the Selected Bidder was a single entity) it shall at ensure that no time undertake divestment/transfer of the Interest or permit any Change part thereof, as held by the Selected Bidder in Ownership except the Concessionaire, shall take place for a period of two (2) years from the Commercial Operation Date of the Project (i.e. Lock In Period) and that it shall not recognize any such transfer of its Interest or any part thereof which is in accordance contravention with the provisions provision herein. (Where the Selected Bidder was a Consortium) it shall ensure that no divestment/transfer of Clause 5.3 the Interest or any part thereof, as held by Members in the Concessionaire, shall take place for a period of two (2) years from the Commercial Operation Date of the Project (i.e. Lock In Period) and that the {Selected Bidder/ lead members of consortium}, hold it shall not less than 26% (twenty six percent) recognize any such transfer of its issued and paid up Equity as on Interest or any part thereof which is in contravention with the date provision herein.
(xii) (Where the Selected Bidder was a single entity) it shall allow any divestment/transfer of this Agreement; the Interest or any part thereof by the Selected Bidder after the Lock In Period subject to its maintaining a minimum Interest of 51% at all time during the remaining Concession Period and that no member it shall not recognize any such transfer of the Interest or any part thereof which is in contravention with the provision herein. (Where the Selected Bidder was a Consortium) it shall allow any divestment/transfer of the Interest or any part thereof by the Consortium Members after the Lock In Period subject to the condition that:
a. the Lead Member as per the RfQ cum RfP dated continues to be the Lead Member of the Consortium and shall hold less than 10maintain at least 51% (ten percent) of such equity holding in the Consortium at all time during the remaining Concession Period;
b. the Member satisfying Technical qualification as per the RfQ cum RfP dated …………. continues to be the same and shall continue to maintain at least 26% equity holding in the Concessionaire at all time during the remaining Concession Period.
c. Where the Technical Member is the also the Lead Member it shall hold a minimum of 51% shares in the shareholding of the Concessionaire at all time during the remaining Concession Period.
d. The networth criteria is fulfilled and maintained and that it shall not recognize any such transfer of the Interest or any part thereof which is in contravention with the provision herein.
(lxiii) {that each of the selected bidder/ Consortium Members and its/their} Associates have shall, for a period of 2 (two) years from the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws Commercial Operation Date of the jurisdiction Project, hold Interest in the Concessionaire of its incorporation, not less than 5% (five per cent) of the Total Project Cost and has requested that it shall not recognize any such transfer of the Authority to enter into this Agreement Interest or any part thereof which is in contravention with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsprovision herein.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it along with its Associates has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or Association{or those of any member of the Consortium} or Consortium}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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 Material Adverse Effect on its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 5.3; and that the {Selected Bidder/ lead members of consortiumexisting promoters/ Consortium Members}, together with {its/their} Associates, hold not less than {26% (twenty six percent) per cent)/51% (fifty one per cent)} of its {its/their} issued and paid up Equity as on the date of this Agreement; and and
(i) that no member Member of the Consortium whose financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Proposal shall hold less than 1026% (ten twenty-six per cent) of such Equity and 5% (five percent) of such the Total Project Cost during the Concession Period.period of 2 (two) years from the Healthcare Network-COD, and
(ii) the Consortium Members shall collectively hold (A) at least 51% (fifty one per cent) of the issued and paid up Equity at all times during the period of 2 (two) years from the Healthcare Network-COD, and (B) at least 26% (twenty six per cent) of the issued and paid up Equity at all times during the period between the expiry of 2nd year from the Healthcare Network-COD and expiry of 15th year from the Healthcare Network-COD;
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal Healthcare Network shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(a) It is duly organised organized 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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and capacity resources to undertake fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with the terms of this Agreement;
(d) 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 -will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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 hereunder including any obligation, liability or responsibility hereunder;
(f) the The information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumselected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 2651% (twenty six fifty-one percent) of its issued and paid up Equity equity as on the date of this Agreement and till the period of 10 (ten) years from the date of signing of this Agreement; Provided further that any such request made under Clause 7.1(k) and that no member / or Article 36, at the option of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.Authority, may be required to be accompanied by a suitable no objection letter from Senior Lenders
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised organized and validly existing under the laws of the jurisdiction of its incorporationincorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with {itself/the Concessionaire Concessionaire} pursuant to the Letter ofIntentof Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(ed) 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;
(fe) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(gf) 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 its Memorandum memorandum and Articles articles of Association {or those of any member of the Consortium} 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 or affected;
(hg) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(ih) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(ji) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(oj) 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;
(pk) 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 otherwise for securing the Concession contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and;
(ql) all information provided by the {selected bidder/ Consortium Membersmembers of the Consortium} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
(m) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Contractor.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. 7.1.1 The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its [Memorandum and Articles of Association {or those of any member of the Consortium} or Consortium]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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, [promoter/Consortium Members] together with their Associates hold not less than 2651% (twenty six percentfifty one per cent) of its issued and paid up Equity as on the date of this Agreement; that the [respective] holding of the [promoter/Consortium Member] conforms to the representation made by the [promoter/Consortium] and accepted by the Authority as part of the Bid; and that no member [promoter(s)/member of the Consortium Consortium] shall hold less than 10% (ten percentper cent) of such Equity during the Concession Period.];
(l) {[the selected bidder/ promoter/Consortium Members and its/their} ] Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {[promoter/ each of the selected bidder/ each Consortium Member} ] is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntentof Acceptance, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}Department of Transport, as the case may beGovernment of Himachal Pradesh that:
(ai) It is a duly organised and incorporated validly existing private limited Company under the laws of India, and ;
(ii) It has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(biii) It has taken all necessary corporate and other actions action under Applicable Laws to authorise and Applicable Permits, if any, and its constitutional documents authorize the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(civ) It has the financial standing and capacity to undertake the Project in accordance with the terms of this AgreementProject;
(dv) this This Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(evi) It is subject to the civil and commercial laws of India, India with respect to this Agreement and it 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 hereunderthereof;
(fvii) the information furnished in the Bid The Company was and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised incorporated and validly existing under the laws of the jurisdiction of its incorporationIndia and has full power and authority to consent to, and has validly consented to and requested the Authority Government to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(nviii) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, 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;
(o) no No representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority Government. or to any Government Instrumentality Governmental Agency 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;; and
(pix) It warrants that no sums, sums in cash or kind, kind have been paid or will be paid, except as contemplated in this Agreement, by it or on its behalf, it’s behalf to any person by way of feesPrice, commission or otherwise for securing the Concession Agreement or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority State Government and GoI in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be:
(a) MCD that: it is duly organised and organised, validly existing and in good standing under the laws of India, and ; it has full power and authority to execute execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) ; it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise the execution execution, delivery and delivery performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) ; it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) Project; this Agreement constitutes its legal, valid and binding obligation, obligation enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) ; the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its the Concessionaire's Memorandum and Articles of Association {or those of any member of the Consortium} 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 are bound or affected;
(h) ; there are no actions, suits, proceedings, proceedings or investigations pending or, or to its knowledge, the Concessionaire's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach constitute Concessionaire Event of this Agreement Default or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) Material Adverse Effect; 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 Instrumentality Agency which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) Material Adverse Effect; it has complied with all 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 its ability Material Adverse Effect; subject to perform its obligations receipt by the Concessionaire from MCD of any amount due under this Agreement;
(k) shall at no time undertake or permit any Change in Ownership except in accordance with of the provisions of Clause 5.3 this Agreement, in the manner and that to the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on extent provided for under the date applicable provisions of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period.
(l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of the Concessionaire in and to the Bus Terminal Project Facilities shall pass to and vest in the Authority MCD on the Transfer Termination Date free and clear of all liens, claims and Encumbrances, Encumbrances without any further act or deed on its the part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest Concessionaire or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
(o) MCD; no representation or warranty by it the Concessionaire contained herein or in any other document furnished by it to the Authority MCD or to any Government Instrumentality Agency 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;
(p) ; no sums, in cash bribe or kind, have illegal gratification has been paid or will be paid, paid in cash or kind by it or on its behalf, behalf of the Concessionaire to any person by way to procure the Concession. Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee Concessionaire has after a complete and careful examination made an independent evaluation of the Authority in connection therewith; and
(q) all Project Facilities, and the information provided by MCD, and has determined to its satisfaction the {selected bidder/ Consortium Members} nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in response the course of performance of its obligations hereunder. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that MCD shall not be liable for the same in any manner whatsoever to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsConcessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire and the {Selected Bidder/Consortium}represents represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may bethat:
(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 contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(d) 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 obligations against it in accordance with the terms hereof;
(e) 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;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 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 its Memorandum and Articles of Association {or those of any member of the Consortium} Consortium 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 or affected;
(h) 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 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 on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 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 its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortiumselected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 2651% (twenty six fifty-one percent) of its issued and paid up Equity as on the date of this AgreementAgreement and will continue to do so throughout the Concession Period; and that no each member of the Consortium whose technical and financial capacity was evaluated for the purposes of Request for Proposals shall hold less than 10at least 26% (ten percentTwenty Six Percent) of such during Equity till the expiry of the Concession Period along with its Associates. Period.
; Provided further that any such request made under Clause 7.1 (lk) {at the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that option of the Authority, and that none of the Project Assets shall may be acquired required to be accompanied 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;
(o) suitable 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;
(p) 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 otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and
(q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respectsobjection letter from lenders.
Appears in 1 contract
Samples: Concession Agreement
