Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority that: a. it is duly organised, validly existing and in good standing under the laws of India; b. it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; c. it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorise the execution, delivery and performance of this Agreement; d. it has the financial standing and capacity to undertake the Project; e. this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof; f. the information furnished in the 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. 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 the Concessionaire's Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; h. 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 Concessionaire Event of Default or which individually or in the aggregate may result in Material 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 Agency which may result in Material Adverse Effect; j. it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect; k. subject to receipt by the Concessionaire from Concessioning Authority of any 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority; l. 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; and 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 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. 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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 3 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. 7.1.1. The Concessionaire represents and warrants to Concessioning the Authority that:
a. a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. d) 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;
f. 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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's its {Memorandum and Articles of Association or those of any member of the Consortium7} 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 are is bound or affected;
h. h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. 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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of this AgreementClause 5.3 and that the {selected bidder / Consortium Members}, in together with {its/their} Associates,
i. hold not less than 100% (hundred percent) of its issued and paid up Equity as on the manner and to the extent provided for under the applicable provisions date of this Agreement all rights and interests for a period till 3 (three) years from COD; and that no member of the Concessionaire Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the 7Part in curly brackets to be deleted if not applicable Request for Proposal shall hold less than 26% (twenty six per cent) of such Equity for the period till 3 (three) years from COD and
ii. that the {selected bidder / Consortium Members}, together with {its/their} Associates shall continue to hold not less than 26% (twenty six percent) during the balance Operation Period after 3 (three) years from 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 Site in accordance with this Agreement;
m) {the selected bidder/ each Consortium Member} is duly organised and Project Facility shall pass 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 of Award, and has agreed to and vest unconditionally accepted the terms and conditions set forth in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. this Agreement; n) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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
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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire;
Appears in 3 contracts
Samples: Concession Agreement, Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority MOR that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished by the Private Participant in the bid / proposal Proposal or otherwise submitted to MOR and as updated on or before the date of this Agreement Effective Date is true and accurate in all respects as on the date of this AgreementEffective Date;
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 by any of the terms of the Concessionaire's its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of any 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 (k) all its rights and interests of in the Concessionaire in and to the Project Site and Project Facility Rail System shall pass to and vest in Concessioning Authority MOR on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of MOR, and that none of the Concessionaire Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (l) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority MOR or to any Government Agency 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
m. Without prejudice (m) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision contained 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 MOR 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 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 hereunderconnection therewith.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 3 contracts
Samples: Construction Agreement, Construction Agreement, Construction Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority Maha-Metro that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the bid / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 of this Concession Agreement; Provided further that any such request made under this Clause 7.1(k), at the option of Maha-Metro may be required to be accompanied by a suitable no objection letter from 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 and validly existing under the laws of the jurisdiction of its incorporation, in and has requested Maha-Metro to enter into this Agreement with the manner and Concessionaire pursuant to the extent provided for under Letter of Award, and has agreed to and unconditionally accepted the applicable provisions of terms and conditions set forth in this Agreement Agreement;
(n) all its rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority Maha-Metro on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of Maha-Metro, and that none of the Concessionaire Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority Maha-Metro or to any Government Agency 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 Maha-Metro in connection therewith; and
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 (q) all information provided by Concessioning Authoritythe {selected bidder/ Consortium Members} in response to the Request for Proposal or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {selected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 51% (fifty-one percent) of its issued and paid up Equity as on the date of this Agreement; and that 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, in shall at the manner 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 extent provided 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 applicable provisions laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of 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 and to the Project Site and Project Facility Highway shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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; and
m. Without prejudice (p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision contained in person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement, the Concessionaire acknowledges that prior Agreement or for influencing or attempting to the execution of this Agreement, the Concessionaire has after a complete and careful examination made an independent evaluation influence any officer or employee of the Project Site, and the information provided by Concessioning Authority, 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 Authority in the course of performance of its obligations hereunderconnection therewith.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 2 contracts
Samples: Model Concession Agreement, Model Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority GMCBL that:
a. (a) it is duly organisedorganized, validly existing and in good standing under the laws of India;
b. (b) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (c) it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorise authorize the execution, delivery and performance of this Agreement;
d. (d) it has the financial standing and capacity to undertake the Project;
e. (e) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
f. the information furnished in the 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. (f) 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 the Concessionaire's Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected;
h. (g) 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 Concessionaire Event of Default or which individually or in the aggregate may result in Material 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 Agency which may result in Material Adverse Effect;
j. (i) it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
k. (j) subject to receipt by the Concessionaire from Concessioning Authority GMCBL of any 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 rights and interests of the Concessionaire in and to the Project Site and Project Site(s)/Project Facility shall pass to and vest in Concessioning Authority GMCBL on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning AuthorityGMCBL;
l. (k) no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to Concessioning Authority GMCBL 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; and;
m. (l) 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.
(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 SiteSite(s)/BQS, and the information provided by Concessioning AuthorityGMCBL, 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.
n. (n) [{in case of Consortium2} The Lead Member and the Other Member shall be jointly and severally responsible for all obligations and liability relating to the Project in accordance with the terms of this Agreement] 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 GMCBL shall not be liable for the same in any manner whatsoever to the Concessionaire.
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {selected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 51% (fifty-one percent) of its issued and paid up Equity as on the date of this Agreement; and that each member of the Consortium whose technical and financial capacity was evaluated for the purposes of selection in response to the Request for Proposal shall hold at least26% (twenty six per cent) of such 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 48, in at the manner option of the Authority, may be required to be accompanied by a suitable no objection letter from 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 extent provided 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 applicable provisions laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of 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 and to the Project Site and Project Facility Highway shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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
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 (q) all information provided by Concessioning Authoritythe {selected bidder/ Consortium Members} in response to the Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Hospital Authority that:
a. : I it is duly organised, validly existing and in good standing under the laws of India;
b. ; II it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorise the execution, delivery and performance of this Agreement;
d. ; III it has the financial standing and capacity to undertake implement the Project;
e. scheme ; IV this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
f. the information furnished in the bid / proposal ; V it is subject to civil and as updated on or before the date commercial laws of India with respect to this Agreement is true and accurate it hereby expressly and irrevocably waives any immunity in all respects as on the date of this Agreement;
g. the execution, delivery and performance of this Agreement will not conflict with, result any jurisdiction 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 which it is a party or by which it or any of its properties or assets are bound or affected;
h. respect thereof; VI 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 Concessionaire Event of Default or which individually or in the aggregate may result in Material Adverse Effect;
i. ; 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 Agency which may result in Material Adverse Effect;
j. ; VIII it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
k. subject to receipt by the Concessionaire from Concessioning Authority of any 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. ; IX no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to Concessioning the Hospital Authority or to any Government Agency in relation to Applicable Permits Clearances 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; and
m. Without prejudice and X 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 express provision contained in this Agreement, Person to procure 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 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 hereunderConcession.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. 7.1.1. The Concessionaire represents and warrants to Concessioning the Authority that:
a. a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. d) 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;
f. 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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's its {Memorandum and Articles of Association or those of any member of the Consortium7} 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 are is bound or affected;
h. h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. 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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of this AgreementClause 5.3 and that the {selected bidder / Consortium Members}, in together with {its/their} Associates,
i. hold not less than 100% (hundred percent) of its issued and paid up Equity as on the manner and to the extent provided for under the applicable provisions date of this Agreement all rights and interests for a period till 3 (three) years from COD; and that no member of the Concessionaire Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the 7Part in curly brackets to be deleted if not applicable Request for Proposal shall hold less than 26% (twenty six per cent) of such Equity for the period till 3 (three) years from COD and
ii. that the {selected bidder / Consortium Members}, together with {its/their} Associates shall continue to hold not less than 26% (twenty six percent) during the balance Operation Period after 3 (three) years from 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 Site in accordance with this Agreement;
m) {the selected bidder/ each Consortium Member} is duly organised and Project Facility shall pass 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 of Award, and has agreed to and vest unconditionally accepted the terms and conditions set forth in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authoritythis Agreement;
l. n) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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;
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.
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 p) all information provided by Concessioning Authority, 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 being {selected bidder/ Consortium Members} in response to the course of performance Request for Proposals or otherwise, is to the best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. it a) It is duly organisedorganized, validly existing and in good standing under the laws of Indiathe jurisdiction of its incorporation;
b. it b) It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. it c) It has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorise authorize the execution, delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
d. d) along with its Associates, it has the financial standing and capacity to undertake the Project;
e. e) the obligations of the Concessionaire under this Agreement constitutes its legalwill be legally valid, valid binding and binding obligation enforceable against it in accordance with the terms hereof;
f. f) It is subject to laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereof;
g) All the information furnished in the bid / proposal Bid is, and shall be, true and correct as updated on or before the date of this Agreement is true Appointed Date and true, correct and accurate in all respects as on the date of this Agreementrespects;
g. the h) The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the Concessionaire's Memorandum and Articles of Association of the Concessionaire or any member of the Consortium or any Applicable Laws or any covenant, agreementAgreement, understanding, decree or order to which which, it is a party Party or by which it or any of its properties or assets are is bound or affected;
h. there i) There are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge ’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 Event of Default under this Agreement or which individually or in the aggregate may result in any Material Adverse EffectEffect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations and duties under this Agreement;
i. it j) It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Governmental Agency which may result in any Material Adverse EffectEffect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement;
j. it k) It has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse EffectEffect on its financial condition or its ability to perform its obligations and duties under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of l) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of this AgreementClause 5.14 and that the {Selected Bidder/Consortium Members}, whose technical and financial capacity was evaluated for the purposes of qualification and short-listing in the manner and response to the extent provided Request for under Proposal, shall hold at least, as specified below, during the applicable provisions Construction Period and five years thereafter together with {its/their} Associates:
i. 51% (fifty one percent) of this Agreement all rights the subscribed and interests paid up Equity share capital of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authorityas Lead member;
l. 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; and
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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in any Material Adverse EffectEffect 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. (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 EffectEffect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {selected bidder/ Consortium Members}, together with{its/ their} Associates, hold not less than 51% (fifty-one percent) 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 manner Request for Qualification shall hold less than 26% (twenty six per cent) of such Equity during the 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 extent provided 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 applicable provisions laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of in the Concessionaire in and to the Project Site and Project Facility XXX Ropeway shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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
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 (q) all information provided by Concessioning Authoritythe {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 2 contracts
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the bid / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {selected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 51% (fifty-one percent) of its issued and paid up Equity as on the date of this Agreement; and that 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 along with its associates. Provided further that any such request made under clause 7.1(k) and / or Art. 48, in at the manner option of the authority, may be required to be accompanied by a suitable no objection letter from 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 extent provided 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 applicable provisions laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of 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 and to the Project Site and Project Facility Highway shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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; and
m. Without prejudice (p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision contained in person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement, the Concessionaire acknowledges that prior Agreement or for influencing or attempting to the execution of this Agreement, the Concessionaire has after a complete and careful examination made an independent evaluation influence any officer or employee of the Project Site, and the information provided by Concessioning Authority, 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 Authority in the course of performance of its obligations hereunderconnection therewith.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) along with its Associates, it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the selected bidder together with its Associates, hold not less than 51% (fifty one per cent) of its issued and paid up Equity as on the date of this Agreement, in ;
(l) the manner selected bidder and its Associates have the financial standing and resources to fund the required Equity and to raise the extent provided debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) the selected bidder is duly organised and validly existing under the applicable provisions laws of the jurisdiction of its incorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of in the Concessionaire in and to the Project Site and Project Facility Port shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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;
(q) all information provided by the selected 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
m. Without prejudice to any express provision contained in this Agreement, (r) all undertakings and obligations of the Concessionaire acknowledges that prior to arising from the execution Request for Qualification and Request for Proposals or otherwise shall be binding on the Concessionaire as if they form part 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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority MOR that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the bid / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3; and that the {selected bidder/ Consortium Members}, 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 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 manner Request for Qualification shall hold less than 26% (twenty-six per cent) of such Equity during the 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 extent provided 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 applicable provisions laws of the jurisdiction of its incorporation, and has requested MOR to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of in the Concessionaire in and to the Project Site and Project Facility Rail System shall pass to and vest in Concessioning Authority MOR on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of MOR, and that none of the Concessionaire Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority MOR or to any Government Agency 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 MOR in connection therewith; and
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 (q) all information provided by Concessioning Authoritythe {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposal or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 2 contracts
Samples: Construction Contract, Construction Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. b. it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. c. it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. d. 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. 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 / proposal 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 the Concessionaire's 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 are is bound or affected;
h. there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {selected bidder/ Lead Member/ Consortium Members}, together with {its/ their} Associates, hold not less than 33% (thirty three percent) of its issued and paid up Equity as on the date of this Agreement; and that 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 such 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, in at the manner option of the authority, may be required to be accompanied by a suitable no objection letter from 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 extent provided 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 applicable provisions laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement all rights and interests of with the Concessionaire in and pursuant to the Project Site Letter of Award, and Project Facility shall pass has agreed to and vest in Concessioning Authority on unconditionally accepted the Termination Date free terms and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
m. Without prejudice to any express provision contained conditions set forth 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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire;
Appears in 2 contracts
Samples: Concession Agreement, Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. it a) It is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. it b) It has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. it c) It has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. this d) 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;
f. 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 there under including any obligation, liability or responsibility hereunder;
f) The information furnished in the bid / proposal 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 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 the Concessionaire's 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 are is bound or affected;
h. there h) There are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany material impairment of its ability to perform any of its obligations under this Agreement;
i. it 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 Agency Municipal Instrumentality which may result in Material Adverse Effectany 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 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. subject a material adverse effect on its ability to receipt by the Concessionaire from Concessioning Authority of any amount due perform its obligations 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Concessioning Authority that:
a. : it is duly organised, validly existing and in good standing under the laws of India;
b. 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; it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. Agreement; it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorise authorize the execution, delivery and 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; 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;
e. this Agreement constitutes its legal, valid and binding obligation enforceable against it Project in accordance with the terms hereof;
f. the information furnished in the 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. ; 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 the Concessionaire's Memorandum its memorandum of association and Articles articles of Association 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 are is bound or affected;
h. 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 Concessionaire Event of Default or which individually or in the aggregate may result in Material 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 Agency Authority which may result in any Material Adverse Effect;
j. 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; 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;
k. subject Effect on its ability to receipt by the Concessionaire from Concessioning Authority of any amount due perform its obligations 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 in the Concessionaire in Project/Project Facilities and to the Project Site and Project Facility Services shall pass to and vest in the Concessioning Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire or Concessioning Authority;
l. , 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; no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to the Concessioning Authority including the Bid or to any Government Agency 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; and
m. Without prejudice no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision contained 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; 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 consents generally in respect of the enforcement of any judgement against it in any proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings. Representations and Warranties of the Concessioning Authority The Concessioning Authority represents and warrants to the Concessionaire that: it is duly organised, validly existing and in good standing under the laws of India; 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 execution, the Concessionaire acknowledges that prior to the execution delivery and performance of this Agreement; this Agreement constitutes the legal, the Concessionaire has after a complete valid and careful examination made an independent evaluation binding obligation of the Project Site, and the information provided by Concessioning Authority, enforceable against it in accordance with the terms hereof; and has determined there are no actions, suits or proceedings pending or to its satisfaction the nature best knowledge, threatened against or affecting it before any court, administrative body or arbitral tribunal which might materially and extent of risks and hazards as are likely adversely affect its ability to arise meet or may be faced by the Concessionaire in the course of performance perform any of its obligations hereunderunder this Agreement.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effect;
i. it has no knowledge any material impairment of its ability to perform 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;
j. it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
k. subject to receipt by the Concessionaire from Concessioning Authority of any 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaireunder this Agreement;
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 liabilitieswhich in the aggregate have or may have Material Adverse Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of this AgreementClause 5.3 and that the {Selected Bidder/ Consortium Member}, in together with {its/ their} Associates, hold not less than 51% (fifty one per cent) of its issued and paid up Equity as on the manner and to the extent provided for under the applicable provisions date of this Agreement until the 10th (tenth) anniversary of the Commercial Operation Date; and that no Member of the Consortium whose technical and financial capacity was evaluated forthe purposes of the qualification and short-listing in response to the RFP shall hold less than 26% (twenty-six per cent) of such Equity till the 10th (tenth) anniversary of the Commercial Operation Date of the Project.
(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 organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested theAuthority to enter into this Agreement with the Concessionaire pursuant to the acknowledgement of the LOA, 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 Project Site and Project Facility shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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
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 (q) all information provided by Concessioning Authoritythe {Selected Bidder/ Consortium Members} in response to the Request for Qualification cum Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority the Government that:
a. (a) it is duly organised, organized and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws to authorize the execution and delivery of this Agreement and to validly exercise its constitutional documents to authorise the execution, delivery rights and performance of perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof and the obligations of the Concessionaire under this Agreement will be legally valid, binding and enforceable obligations against the Concessionaire in accordance with the terms hereof;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's ’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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany material adverse effect on 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3; and that the {selected bidder /consortium}, together with {its / their} Associates, hold not less than 33% (thirty three 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 qualification and short-listing in response to the manner Request for Proposal shall hold less than 26% (twenty six per cent) of such Equity 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 extent provided debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) {the selected bidder /each Consortium Members} is duly organised and validly existing under the applicable provisions laws of the jurisdiction of its incorporation, and has requested the Government to enter into this Agreement with the Concessionaire pursuant to the Letter of 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 and to the Project Site and Project Facility Highway shall pass to and vest in Concessioning Authority the Government on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the part of the Concessionaire or Concessioning Authoritythe Government, and that none of the Project Assets shall be acquired by Concessionaire 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;
l. (o) no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to Concessioning Authority the Government or to any Government Agency 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 behalf 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 Government in connection therewith; and
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 (q) all information provided by Concessioning Authoritythe {selected bidder /Consortium Members} in response to the Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority DTIDCL that:
a. (a) it is duly organised, validly existing and in good standing under the laws of India;India;
b. (b) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;hereby;
c. (c) it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorise the execution, delivery and performance of this Agreement;Agreement;
d. (d) it has the financial standing and capacity to undertake the Project;Project;
e. (e) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;hereof;
f. the information furnished in the 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. (f) 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 the Concessionaire's Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected;affected;
h. (g) 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 quasijudicial or other authority, the outcome of which may constitute Concessionaire Event of Default or which individually or in the aggregate may result in Material Adverse Effect;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 Agency which may result in Material Adverse Effect;Effect;
j. (i) it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;Effect;
k. (j) subject to receipt by the Concessionaire from Concessioning Authority DTIDCL of any amount due under any of the provisions of this Agreement, in the manner and to the extent provided for (An Enterprise of GNCTD) Marketing, Operation and Maintenance of BQS on PPP basis Concession Agreement for Zone under the applicable provisions of this Agreement all rights and interests of the Concessionaire in and to the Project Site and Project Site(s)/Project Facility shall pass to and vest in Concessioning Authority DTIDCL on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;DTIDCL;
l. (k) no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to Concessioning Authority DTIDCL 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; andmisleading;
m. (l) 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.
(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 SiteSite(s)/BQS, and the information provided by Concessioning AuthorityDTIDCL, 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.
n. (n) 5There has been no change in its shareholders of the Concessionaire and the present shareholding pattern of the Concessionaire is as follows: (i) (ii) %. ___ : __%; 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 DTIDCL shall not be liable for the same in any manner whatsoever to the Concessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority MPRDC that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3; and that the {selected bidder/ Consortium Members}, 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 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 manner Request for Qualification shall hold less than 26% (twenty six per cent) of such Equity during the Construction Period;
(l) the selected bidder and its Associates have the financial standing and resources to fund the required Equity and to raise the extent provided debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) the selected bidder is duly organised and validly existing under the applicable provisions laws of the jurisdiction of its incorporation, and has requested MPRDC to enter into this Agreement with the Concessionaire pursuant to the Letter of 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 and to the Project Site and Project Facility Highway shall pass to and vest in Concessioning Authority MPRDC on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of MPRDC, and that none of the Concessionaire Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority MPRDC or to any Government Agency 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 MPRDC in connection therewith; and
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 (q) all information provided by Concessioning Authoritythe {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effect;
i. it has no knowledge any material impairment of its ability to perform 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;
j. it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
k. subject to receipt by the Concessionaire from Concessioning Authority of any 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaireunder this Agreement;
Appears in 1 contract
Samples: Model Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority MPRDC that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3; and that the Consortium Members, together with 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 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 manner Request for Qualification shall hold less than 26% (twenty six per cent) of such Equity during the Construction Period;
(l) Consortium Members and their Associates have the financial standing and resources to fund the required Equity and to raise the extent provided debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) each Consortium Member is duly organised and validly existing under the applicable provisions laws of the jurisdiction of its incorporation, and has requested MPRDC to enter into this Agreement with the Concessionaire pursuant to the Letter of 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 and to the Project Site and Project Facility Highway shall pass to and vest in Concessioning Authority MPRDC on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of MPRDC, and that none of the Concessionaire Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority MPRDC or to any Government Agency 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 MPRDC in connection therewith; and
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 (q) all information provided by Concessioning Authoritythe Consortium Members in response to the Request for Qualification and Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. 7.1.1. The Concessionaire represents and warrants to Concessioning the Authority that:
a. a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. d) 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;
f. 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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's its {Memorandum and Articles of Association or those of any member of the Consortium10} or any Applicable Laws or any covenant, contract, 10 Part in curly brackets to be deleted if not applicable [Version Date : 21.11.2013] Page 48 agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are is bound or affected;
h. h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. 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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of this AgreementClause 5.3 and that the {selected bidder / Consortium Members}, in together with {its/their} Associates,
i. hold not less than 100% (hundred percent) of its issued and paid up Equity as on the manner and to the extent provided for under the applicable provisions date of this Agreement all rights and interests for a period till 3 (three) years from COD; 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 26% (twenty six per cent) of such Equity for the period till 3 (three) years from COD and
ii. that the {selected bidder / Consortium Members}, together with {its/their} Associates shall continue to hold not less than 26% (twenty six percent) during the balance Operation Period after 3 (three) years from COD ;
l) {the Concessionaire in shall continue to maintain the Technical Tie-up Agreement with the Technical Expert for a period till the 3rd (third) anniversary of COD and use the services of the Technical Expert during this period;}
m) {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 Site in accordance with this Agreement; n) {the selected bidder/ each Consortium Member} is duly organised and Project Facility shall pass 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 of Award, and has agreed to and vest in Concessioning Authority on unconditionally accepted the Termination Date free terms and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
m. Without prejudice to any express provision contained conditions set forth 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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire;
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority the Government that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3; and that the {selected bidder/ Consortium Members}, 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 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 manner Request for Qualification shall hold less than 26% (twenty six per cent) of such Equity during the 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 extent provided 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 applicable provisions laws of the jurisdiction of its incorporation, and has requested the Government to enter into this Agreement with the Concessionaire pursuant to the Letter of 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 and to the Project Site and Project Facility Highway shall pass to and vest in Concessioning Authority the Government on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Government, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority the Government or to any Government Agency 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 Government in connection therewith; and
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 (q) all information provided by Concessioning Authoritythe {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Concessioning Authority that:
a. i. it is duly organised, organized and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. ii. it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. iii. it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. 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 it in accordance with the terms hereof;
f. v. 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;
vi. the information furnished in the bid / proposal 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. vii. 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 the Concessionaire's 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 are is bound or affected;
h. viii. there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany material impairment of its ability to perform any of its obligations under this Agreement;
i. ix. 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 Instrumentality which may result in Material Adverse Effect;
j. 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; x. 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. subject a material adverse effect on its ability to receipt by the Concessionaire from Concessioning Authority of any amount due perform its obligations 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. 7.1.1 The Concessionaire represents and warrants to Concessioning the Authority that:
a. a) it is duly organised, organized and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. b) it has taken all necessary corporate and other action actions under Applicable Laws to authorize the execution and delivery of this Agreement and to validly exercise its constitutional documents to authorise the execution, delivery rights and performance of perform its obligations under this Agreement;
d. c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. d) 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;
f. 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 there under including any obligation, liability or responsibility hereunder;
f) the information furnished in the bid / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's its Memorandum and Articles of Association or, where applicable, 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 are is bound or affected;
h. h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency instrumentality which may result in any Material Adverse EffectEffect 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. 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 EffectEffect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Article 5.3 and that the Successful Bidder holds not less than 100% (hundred per cent) of the Concessionaire’s issued and paid up equity as on the date of this AgreementAgreement and the Successful Bidder shall continue to hold the same till the 8th (eighth) anniversary of the Appointed Date, in the manner and to the extent provided for under the applicable provisions of this Agreement all rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. no representation or warranty by the Concessionaire contained herein or in any other document furnished ratio as proposed 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; and
m. Without prejudice to any express provision contained in this Agreementthe Consortium for the bidding purpose. Further, the Concessionaire acknowledges and undertakes that prior Successful Bidder, shall continue to hold at least 54% (fifty four per cent) of the execution Concessionaire’s issued and paid up Equity throughout the Agreement 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 the [insert name of lead member of the consortium ] holds highest but not less than 34% (thirty four per cent) shareholding of the Concessionaire’s issued and paid up equity as on the date of this Agreement. Further, the Concessionaire has after a complete acknowledges and careful examination made an independent evaluation undertakes that [insert name of lead member of the Project Siteconsortium ] shall continue to hold highest but not less than 34% (thirty four per cent) shareholding of the Concessionaire’s issued and paid up Equity throughout the Agreement 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 Member whose technical and financial capability credentials have been used as qualification during the bidding process] holds not less than 10% (ten per cent) of the Concessionaire’s issued and paid up equity as on the date of this Agreement. Further, and the information provided by Concessioning Authority, and [insert name of Consortium Member whose financial capability credentials has determined to its satisfaction been used as qualification during 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.
n. The Concessionaire also bidding process] acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating undertakes that it shall continue to any hold at least 10% (ten percent) of the matters set forth above Concessionaire’s issued and hereby confirms that Concessioning Authority shall not be liable paid up Equity until the expiry of the Agreement Period under and in accordance with the provisions of the Concession Agreement; n) the Successful Bidder has the financial standing and resources to fund the required equity and for undertaking and implementing the same Project in any manner whatsoever to the Concessionaireaccordance with this Agreement;
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority MSRDC that:
a. a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;.
d. c) it has the financial standing and capacity to undertake the Project;Project in accordance with the terms of this Agreement.
e. d) 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;
f. e) it is subject to the law 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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authoritythe Authority, the outcome of which may constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effect;any material impairment of its ability to perform any of its obligations under this Agreement
i. i) it has no o 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 instrumentality which may result in Material Adverse Effectany material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstances exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
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 Material Adverse Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by k) [the Concessionaire from Concessioning Authority existing promoters/Consortium Members] together with their Associates hold not less than 51% (fifty-one percent) of any amount due under any of its issued and paid up Equity as on the provisions of this Agreement, in the manner and to the extent provided for under the applicable provisions date of this Agreement and the respective holding of each Consortium Member conforms to the representation made by the Consortium and accepted by MSRDC as part of the Bid, (out of 51% (fifty one percent) of its issued and paid up and subscribed capital of the Concessionaire the lead member shall hold not less than 26% (Twenty Six percent) of paid up and subscribed equity share capital of the Concessionaire, the consortium member meeting Technical criteria should hold not less than 10% (ten percent) of the issued and paid up and subscribed equity share capital of the Concessionaire during construction period and 2 (two) years following COD) and that no other member of the Consortium shall hold less than 7.5% (seven point five percent) of such Equity during the Construction period; and 2 (two) years following COD.
l) [the Consortium Members and 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) [each Consortium Member] is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested MSRDC to enter into this Agreement with the Concessionaire pursuant to the Letter of Acceptance, 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 Project Site and Project Facility shall pass to and vest in Concessioning Authority MSRDC on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of MSRDC, and that none of the Concessionaire Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. o) no representation or warranty by the Concessionaire it contained herein or in any other document document, furnished by it to Concessioning Authority MSRDC or to any Government Agency Instrumentality 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; and
m. Without prejudice and p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision contained 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 MSRDC 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 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 hereunderconnection therewith.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Hospital Authority that:
a. : a it is duly organised, validly existing and in good standing under the laws of India;
b. ; b it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. ; c it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorise authorize the execution, delivery and performance of this Agreement;
d. ; d it has the financial standing and capacity to undertake implement the Project;
e. ; e this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
f. the information furnished in the bid / proposal ; f it is subject to civil and as updated on or before the date commercial laws of India with respect to this Agreement is true and accurate it hereby expressly and irrevocably waives any immunity in all respects as on the date of this Agreement;
g. any jurisdiction in respect thereof; 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 the Concessionaire's Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected;
h. ; h 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 Concessionaire Event of Default or which individually or in the aggregate may result in Material 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 Agency which may result in Material Adverse Effect;
j. ; j it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
k. subject to receipt by the Concessionaire from Concessioning Authority of any 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. ; k no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to Concessioning Authority the Hospital Authority, the DoH&FW, the WBMSCL or to any Government Agency in relation to Applicable Permits Clearances 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; and
m. Without prejudice and l 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 express provision contained in this Agreement, person to procure 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 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 hereunderConcession.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effect;
j. it has complied with all Applicable Laws and has not been subject any material adverse effect on its ability 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. subject to receipt by the Concessionaire from Concessioning Authority of any amount due perform its obligations 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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 circumstance exists which may give rise to state a material fact necessary to make such representation or warranty not misleading; and
m. Without prejudice to any express provision contained in this Agreement, proceedings that would adversely affect 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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaireunder this Agreement;
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority NMMC that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) along with its Associates, it has the financial standing and capacity to undertake operate the ProjectProject in accordance with the terms of this Agreement;
e. (d) this Agreement constitutes its a 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;
f. (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 / proposal 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. (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 the Concessionaire's its Memorandum and Articles of Association of the Concessionaire 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in any Material Adverse EffectEffect 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. (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 or individually have or may have a Material Adverse EffectEffect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Article 5.3; and that its promoters together with 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, in ;
(l) the manner Concessionaire and its Associates have the financial standing and resources to fund the required Equity and to raise the extent provided debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) the Concessionaire is duly organised and validly existing under the applicable provisions laws of the jurisdiction of its incorporation or registration, as the case may be, and has requested NMMC to enter into this Agreement all rights and interests of with the Concessionaire in and pursuant to the Project Site Letter of Award, and Project Facility shall pass has agreed to and vest unconditionally accepted the terms and conditions set forth in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authoritythis Agreement;
l. (n) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority NMMC or to any Government Agency 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;
m. Without prejudice (o) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision contained person by way of fees, commission or otherwise for securing or entering into this Agreement or for influencing or attempting to influence any officer or employee of NMMC 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 connection therewith;
(p) all information provided by Concessioning Authority, 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 to the course of performance Request for Proposals, is to the best of its knowledge and belief, true and accurate in all material respects; and
(q) all undertakings and 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 Concessioning Authority Concessionaire arising from the Request for Proposals shall not be liable for binding on the same in any manner whatsoever to the ConcessionaireConcessionaire as if they form part of this Agreement.
Appears in 1 contract
Samples: Power Procurement Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority DTIDCL that:
a. (a) it is duly organised, validly existing and in good standing under the laws of India;
b. (b) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (c) it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorise the execution, delivery and performance of this Agreement;
d. (d) it has the financial standing and capacity to undertake the Project;
e. (e) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
f. the information furnished in the 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. (f) 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 the Concessionaire's Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected;
h. (g) 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 Concessionaire Event of Default or which individually or in the aggregate may result in Material 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 Agency which may result in Material Adverse Effect;
j. (i) it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
k. (j) subject to receipt by the Concessionaire from Concessioning Authority DTIDCL of any 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 rights and interests of the Concessionaire in and to the Project Site and Project Site(s)/Project Facility shall pass to and vest in Concessioning Authority DTIDCL on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning AuthorityDTIDCL;
l. (k) no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to Concessioning Authority DTIDCL 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; and;
m. (l) 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.
(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 SiteSite(s)/BQS, and the information provided by Concessioning AuthorityDTIDCL, 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.
n. (n) 5There has been no change in its shareholders of the Concessionaire and the present shareholding pattern of the Concessionaire is as follows: (i) : %; (ii) : %. 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 DTIDCL shall not be liable for the same in any manner whatsoever to the Concessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. b. it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. c. it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. d. 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. 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 / proposal 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 the Concessionaire's 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 are is bound or affected;
h. there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {selected bidder/ Lead Member/ Consortium Members}, together with {its/ their} Associates, hold not less than 51% (fifty-one percent) of its issued and paid up Equity as on the date of this Agreement; and that 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 such 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, in at the manner option of the authority, may be required to be accompanied by a suitable no objection letter from 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 extent provided 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 applicable provisions laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement all rights and interests of with the Concessionaire in and pursuant to the Project Site Letter of Award, and Project Facility shall pass has agreed to and vest in Concessioning Authority on unconditionally accepted the Termination Date free terms and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
m. Without prejudice to any express provision contained conditions set forth 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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire;
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. 7.1.1 The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's its Memorandum and Articles of Association or its Bye-laws 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in any Material Adverse EffectEffect 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. (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 EffectEffect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of any amount due under any of (k) its shareholding / capital structure is in compliance with the provisions of this Agreement, Agreement particularly as provided in Clause 5.3 hereof and it shall at no time undertake or permit any change in Management Control except in accordance with the manner provisions of Clause 5.3;
(l) {the Selected Bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required equity / corpus and to raise the extent provided for debt necessary to undertake and implement the Project in accordance with this Agreement;
(m) {the Selected Bidder / each Consortium Member} is duly organised and validly existing under the applicable provisions laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Acceptance, 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 Project Site and Project Facility shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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
m. Without prejudice (p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision contained in person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement, the Concessionaire acknowledges that prior Agreement or for influencing or attempting to the execution of this Agreement, the Concessionaire has after a complete and careful examination made an independent evaluation influence any officer or employee of the Project Site, and the information provided by Concessioning Authority, 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 Authority in the course of performance of its obligations hereunderconnection therewith.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Concessioning Authority that:
a. i. it is duly organised, organized and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. ii. it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. iii. it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. 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 it in accordance with the terms hereof;
f. v. 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;
vi. the information furnished in the bid / proposal 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. vii. 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 the Concessionaire's 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 are is bound or affected;
h. viii. there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany material impairment of its ability to perform any of its obligations under this Agreement;
i. ix. 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 Instrumentality which may result in Material Adverse Effect;
j. 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; x. 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. subject a material adverse effect on its ability to receipt by the Concessionaire from Concessioning Authority of any amount due perform its obligations 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants warrant s to Concessioning Authority that:
a. it is duly organised, validly existing and in good standing under the laws of India;
b. it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorise the execution, delivery and performance of this Agreement;
d. it has the financial standing and capacity to undertake undertak e the Project;
e. this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
f. the information furnished in the 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. 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 the Concessionaire's Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected;
h. 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 quasi -judicial or other authority, the outcome of which may constitute Concessionaire Concessionair e Event of Default or which individually or in the aggregate may result in Material 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 Agency which may result in Material Adverse Effect;
j. it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
k. subject to receipt by the Concessionaire from Concessioning Authority of any 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 al l rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Transfer Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire Conces sionaire or Concessioning Authority;
l. 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 con tain 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; and
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 sa tisfaction 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.
n. . The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake m istake 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 Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority MOR that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3; and that the {selected bidder/ Consortium Members}, 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 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 manner Request for Qualification shall hold less than 26% (twenty-six per cent) of such Equity during the 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 extent provided 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 applicable provisions laws of the jurisdiction of its incorporation, and has requested MOR to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of in the Concessionaire in and to the Project Site and Project Facility Rail System shall pass to and vest in Concessioning Authority MOR on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of MOR, and that none of the Concessionaire Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority MOR or to any Government Agency 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 MOR in connection therewith; and
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 (q) all information provided by Concessioning Authoritythe {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposal or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Construction Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority MPRDC that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's its Memorandum and Articles of Association or those of any member of the selected bidder 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) It shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the selected bidder, together with its Associates, hold not less than 51% (fifty one percent) of its issued and paid up Equity as on the date of this Agreement; and that no Member of the selected bidder whose technical and financial capacity was evaluated for the purpose of pre-qualification and short-listing in response to the Request for Qualification shall hold at least 26% (twenty six percent) of Equity during the Construction Period and two years thereafter along with its Associates. Provided further that any such request made under Article 7.1(k) and/or Article 48, in at the manner option of the authority , may be required to be accompanies by a suitable no objection letter from lenders.
(l) the selected bidder and their Associates have the financial standing and resources to fund the required Equity and to raise the extent provided debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) each Member is duly organised and validly existing under the applicable provisions laws of the jurisdiction of its incorporation, and has requested MPRDC to enter into this Agreement with the Concessionaire pursuant to the Letter of 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 and to the Project Site and Project Facility Highway shall pass to and vest in Concessioning Authority MPRDC on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire MPRDC, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority MPRDC or to any Government Agency 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 MPRDC in connection therewith; and
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 (q) all information provided by Concessioning Authoritythe Members in response to the Request for Qualification and Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority Maha-Metro that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the bid / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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 Concession Agreement;
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 Material Adverse Effecta material adverse effect on its ability to perform its obligations under this Concession Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 of this Concession Agreement;
(l) Provided further that any such request made under this Clause 7.1(k), at the option of Maha-Metro may be required to be accompanied by a suitable no objection letter from lenders;
(m) (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;
(n) (the selected bidder/ each Consortium Member) is duly organised and validly existing under the laws of the jurisdiction of its incorporation, in and has requested Maha-Metro to enter into this Agreement with the manner and Concessionaire pursuant to the extent provided for under Letter of Award, and has agreed to and unconditionally accepted the applicable provisions of terms and conditions set forth in this Agreement Agreement;
(o) all its rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority Maha-Metro on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of Maha-Metro, and that none of the Concessionaire Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (p) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority Maha-Metro or to any Government Agency Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading;
(q) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of Maha-Metro in connection therewith; and
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 (r) all information provided by Concessioning Authoritythe {selected bidder/ Consortium Members} in response to the Request for Proposal or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3; and that the Consortium Members, together with 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 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 manner Request for Qualification shall hold less than 26% (twenty-six per cent) of such Equity during the Construction Period;
(l) the Consortium Members and its/their Associates have the financial standing and resources to fund the required Equity and to raise the extent provided debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) the Consortium Member is duly organised and validly existing under the applicable provisions laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of in the Concessionaire in and to the Project Site and Project Facility Transmission System shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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
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 (q) all information provided by Concessioning Authoritythe Consortium Members in response to the Request for Qualification and Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Transmission Agreement
Representations and Warranties of the Concessionaire. 7.1.1. The Concessionaire represents and warrants to Concessioning the Authority that:
a. a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. d) 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;
f. 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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's its {Memorandum and Articles of Association or those of any member of the Consortium7} 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 are is bound or affected;
h. h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. 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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of this AgreementClause 5.3and that the {selected bidder / Consortium Members}, in together with {its/their} Associates,
i. hold not less than 100% (hundred percent) of its issued and paid up Equity as on the manner and to the extent provided for under the applicable provisions date of this Agreement all rights and interests for a period till 3 (three) years from COD; and that no member of the Concessionaire Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the 7Part in curly brackets to be deleted if not applicable Request for Proposal shall hold less than 26% (twenty six per cent) of such Equity for the period till 3 (three) years from COD and
ii. that the {selected bidder / Consortium Members}, together with {its/their} Associates shall continue to hold not less than 26% (twenty six percent) during the balance Operation Period after 3 (three) years from 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 Site in accordance with this Agreement;
m) {the selected bidder/ each Consortium Member} is duly organised and Project Facility shall pass 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 of Award, and has agreed to and vest unconditionally accepted the terms and conditions set forth in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. this Agreement; n) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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
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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire;
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effect;
i. it has no knowledge any material impairment of its ability to perform 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;
j. it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
k. subject to receipt by the Concessionaire from Concessioning Authority of any 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaireunder this Agreement
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally lega1ly binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3; and that the {selected bidder/Consortium Members}, 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 in case of a Consortium no Member of the manner Consortium whose technical and financial capacity was evaluated for the purposes of pre- qualification and short-listing in response to the Request for Qualification cum Proposal shall hold less than 26% (twenty-six per cent) of such Equity until the completion of 2 (two) years from the 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 extent provided 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 applicable provisions laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of in the Concessionaire in and to the Project Site and Project Facility Heliport shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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
m. Without prejudice (q) all information provided by the {selected bidder/ Consortium Members} in response to any express provision contained the Request for Qualification cum Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in this Agreement, all material respects.
(r) all undertakings and obligations of the Concessionaire acknowledges that prior to arising from the execution Request for Qualification cum Proposal or otherwise shall be binding on the Concessionaire as if they form part 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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of this AgreementClause 5.3 and that the {Selected Bidder/ Consortium Member}, in together with {its/ their} Associates, hold not less than 51% (fifty one per cent) of its issued and paid up Equity as on the manner and to the extent provided for under the applicable provisions date of this Agreement until the 5th (fifth) anniversary of the Commercial Operation Date; and that no Member of the Consortium whose technical and financial capacity was evaluated for the purposes of the qualification and short-listing in response to the RFQ-cum-RFP shall hold less than 26% (twenty-six per cent) of such Equity till the 5th(fifty) anniversary of the Commercial Operation Date of the Project.
(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 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 acknowledgement of the LOA, 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 Project Site and Project Facility shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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
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 (q) all information provided by Concessioning Authoritythe {Selected Bidder/ Consortium Members} in response to the Request for Qualification cum Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority the Government that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's its Memorandum and Articles of Association or those of the Selected Bidder 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of this AgreementClause 5.3; and that the Selected Bidder, in together with its Associates, hold not less than 51% (fifty one per cent) of its issued and paid up Equity as on the manner and to the extent provided for under the applicable provisions date of this Agreement and shall continue to hold at least 51% (fifty one per cent) of the Equity at all times until the 2nd (second) anniversary of the COD of the Project;
(l) the Selected Bidder 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 is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Government to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(n) all its rights and interests of in the Concessionaire in and to the Project Site and Project Facility Rail System shall pass to and vest in Concessioning Authority the Government on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Government, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority the Government or to any Government Agency 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 Government in connection therewith; and
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 (q) all information provided by Concessioning Authoritythe Selected Bidder in response to the Request for Qualification and Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. 7.1.1. The Concessionaire represents and warrants to Concessioning the Authority that:
a. it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. b. it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. c. it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. d. this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof and the obligations of the Concessionaire under this Agreement will be legally valid, binding and enforceable obligations against 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 / proposal 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 the Concessionaire's Memorandum and Articles ’s Charter Documents{or those of Association 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 are is bound or affected;
h. there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge ’s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effect;
any material adverse effect on 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 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. subject a material adverse effect on its ability to receipt by the Concessionaire from Concessioning Authority of any amount due perform its obligations 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire concessionaire represents and warrants to Concessioning the Authority that:
a. : it is duly organised, organised and validly existing and in good standing under the laws ways of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. ; it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
d. ; it has the financial standing and capacity to undertake the Project;
e. O&M of the Project Highway in accordance with the terms of this Agreement; this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof and the obligations of the Concessionaire under this Agreement will be legally valid , binding and enforceable obligations against the Concessionaire in accordance with the terms hereof;
f. ; it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; the information furnished in the bid / proposal 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 the Concessionaire's ’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 are is bound or affected;
h. ; there are no actions, suits, proceedings proceedings, or investigations pending or ending or, to the Concessionaire's knowledge ’s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effect;
i. any material impairment of its ability to perform any of its obligations under this Agreement; 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 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; 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. 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 {its/their} Associates, in the issued and paid-up equity share capital of 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 at least 26% (twenty six per cent) of such equity during the first two years of the Concession 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; {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 to undertake and implement the Project in accordance with this Agreement; {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 of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; all rights and interests of the Concessionaire in the 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 the part of the Concessionaire or the Authority, and that none of the Project Assets shall be acquired by the Concessionaire 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; no representation or warranty by 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 omit to state a material fact necessary to make such representation or warranty not misleading; no sums, in cash or kind, have been paid or will be paid, by or on behalf 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 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. 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 Agency Instrumentality which may result in Material Adverse Effect;
j. any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effectall material respects;
k. subject to receipt by the Concessionaire from Concessioning Authority of any 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority MOR that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 Private Participant in the bid / proposal and Proposal or otherwise submitted to XXXxxx as updated on or before the date of this Agreement Effective Date is true and accurate in all respects as on the date of this AgreementEffective Date;
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 by any of the terms of the Concessionaire's its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of any 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 (k) all its rights and interests of in the Concessionaire in and to the Project Site and Project Facility Rail System shall pass to and vest in Concessioning Authority MOR on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of MOR, and that none of the Concessionaire Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (l) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority MOR or to any Government Agency 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
m. Without prejudice (m) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision contained 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 MOR 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 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 hereunderconnection therewith.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Construction Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {selected bidder/ Consortium Members}, together with {its/ their} Associates, hold not less than 51% (fifty-one percent) of its issued and paid up Equity as on the date of this Agreement; and that 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 Proposal 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, in shall at the manner 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 extent provided 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 applicable provisions laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of 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 and to the Project Site and Project Facility Bus Port shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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
m. Without prejudice (p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision contained in person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement, the Concessionaire acknowledges that prior Agreement or for influencing or attempting to the execution of this Agreement, the Concessionaire has after a complete and careful examination made an independent evaluation influence any officer or employee of the Project Site, and the Authority in connection therewith.
(q) all information provided by Concessioning Authoritythe {selected bidder/ Consortium Members} in response to the Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority MPRDC that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3; and that the selected bidder, together with its 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 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 manner Request for Qualification shall hold less than 26% (twenty six per cent) of such Equity during the Construction Period;
(l) the selected bidder and its Associates have the financial standing and resources to fund the required Equity and to raise the extent provided debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(m) the selected bidder is duly organised and validly existing under the applicable provisions laws of the jurisdiction of its incorporation, and has requested MPRDC to enter into this Agreement with the Concessionaire pursuant to the Letter of 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 and to the Project Site and Project Facility Highway shall pass to and vest in Concessioning Authority the Government on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Government, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning Authority MPRDC or to any Government Agency 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 MPRDC in connection therewith; and
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 (q) all information provided by Concessioning Authoritythe {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, and has determined is 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 best of its obligations hereunderknowledge and belief, true and accurate in all material respects.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organized and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws to authorize the execution and delivery of this Agreement and to validly exercise its constitutional documents to authorise the execution, delivery rights and performance of perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the bid / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally legal binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {successful bidder/ Consortium Members}, 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 no member of the Consortium whose technical and financial capacity was evaluated for the short-listing in response to the RFP shall be 6 (six) months from the Final COD , in hold not less than 26% (twenty six per cent) of such Equity.
(l) the manner {successful bidder/ Consortium Members and its/ their} and its Associates have the financial standing and resources to fund the required Equity and to raise the extent provided debt necessary for undertaking and implementing the Project in accordance with this Agreement.
(m) {The successful bidder / each Consortium Member} is duly organized and validly existing under the applicable provisions laws of the jurisdiction of its incorporation 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 of 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 and to the Project Site and Project Facility shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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;
m. Without prejudice (p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision 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;
(q) The Concessionaire shall procure and furnish to the Authority the confirmation from the “successful bidder/Consortium Members” to the effect that all information provided by the {successful bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of their knowledge and belief, if true and accurate in all material respects.
(r) all undertakings and obligations of the Concessionaire arising from the RFP or otherwise shall be binding on the Concessionaire as if they form part of this Agreement
(s) it shall remain solely liable to perform its obligations under this Agreement as well as ensure performance of obligations by its sub-licensees, lessees, Contractors/Sub-Contractors, designers, consultants or agents and nothing contained in this AgreementAgreement shall create any contractual relationship or obligation between the Authority and Concessionaire’s Contractors/Sub-Contractors, the Concessionaire acknowledges that prior to the execution of this Agreementdesigners, 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 nature and extent of risks and hazards as are likely to arise consultants or may be faced by the Concessionaire agents in the course of performance of its obligations hereunderany manner whatsoever.
n. The Concessionaire also acknowledges and hereby accepts (t) It shall promptly inform the risk of inadequacy, mistake or error Authority in or relating to writing before initiating any of the following (including any matter incidental or consequential thereto) and give due consideration to the recommendations or suggestions, if any, made by the Authority in respect thereof:
(i) to apply for corporate insolvency proceedings under the Insolvency and Bankruptcy code, 2016;
(ii) for various other matters set forth above and hereby confirms that Concessioning pertaining to the winding up of the Concessionaire; However, the Authority shall not be liable for or responsible or incur any liability of any nature arising out of, directly or indirectly, pursuant to any of the same in any manner whatsoever to above actions taken by the Concessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organized and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws to authorize the execution and delivery of this Agreement and to validly exercise its constitutional documents to authorise the execution, delivery rights and performance of perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the bid / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally legal binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {selected bidder/ Consortium Members}, 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 no member of the Consortium whose technical and financial capacity was evaluated for the short-listing in response to the RFP shall during the Construction Period of phase-1, in and 6 (six) months from the manner COD , hold not less than 26% (twenty six per cent) of such Equity.
(l) the {selected bidder/ Consortium Members and its/ their} and its Associates have the financial standing and resources to fund the required Equity and to raise the extent provided debt necessary for undertaking and implementing the Project in accordance with this Agreement.
(m) {The selected bidder / each Consortium Member} is duly organized and validly existing under the applicable provisions laws of the jurisdiction of its incorporation 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 of 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 and to the Project Site and Project Facility shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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;
m. Without prejudice (p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision 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;
(q) The Concessionaire shall procure and furnish to the Authority the confirmation from the “ selected bidder/Consortium Members” to the effect that all information provided by the {selected bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of their knowledge and belief, if true and accurate in all material respects.
(r) all undertakings and obligations of the Concessionaire arising from the RFP or otherwise shall be binding on the Concessionaire as if they form part of this Agreement
(s) it shall remain solely liable to perform its obligations under this Agreement as well as ensure performance of obligations by its sub-licensees, lessees, Contractors/Sub-Contractors, designers, consultants or agents and nothing contained in this AgreementAgreement shall create any contractual relationship or obligation between the Authority and Concessionaire’s Contractors/Sub-Contractors, the Concessionaire acknowledges that prior to the execution of this Agreementdesigners, 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 nature and extent of risks and hazards as are likely to arise consultants or may be faced by the Concessionaire agents in the course of performance of its obligations hereunderany manner whatsoever.
n. The Concessionaire also acknowledges and hereby accepts (t) It shall promptly inform the risk of inadequacy, mistake or error Authority in or relating to writing before initiating any of the following (including any matter incidental or consequential thereto) and give due consideration to the recommendations or suggestions , if any, made by the Authority in respect thereof:
(i) to apply for corporate insolvency proceedings under the Insolvency and Bankruptcy code, 2016;
(ii) for various other matters set forth above and hereby confirms that Concessioning pertaining to the winding up of the Concessionaire; However the Authority shall not be liable for or responsible or incur any liability of any nature arising out of, directly or indirectly, pursuant to any of the same in any manner whatsoever to above actions taken by the Concessionaire.
Appears in 1 contract
Samples: Model Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organized and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws to authorize the execution and delivery of this Agreement and to validly exercise its constitutional documents to authorise the execution, delivery rights and performance of perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the bid / proposal 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 under, or accelerate performance required by any of the terms of the Concessionaire's 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 are is bound or affected;
h. (h) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally legal binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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. (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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (k) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {successful bidder/ Consortium Members}, 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 no member of the Consortium whose technical and financial capacity was evaluated for the short-listing in response to the RFP shall be 6 (six) months from the Provisional COD , in hold not less than 26% (twenty six per cent) of such Equity.
(l) the manner {successful bidder/ Consortium Members and its/ their} and its Associates have the financial standing and resources to fund the required Equity and to raise the extent provided debt necessary for undertaking and implementing the Project in accordance with this Agreement.
(m) {The successful bidder / each Consortium Member} is duly organized and validly existing under the applicable provisions laws of the jurisdiction of its incorporation 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 of 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 and to the Project Site and Project Facility shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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;
m. Without prejudice (p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any express provision 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;
(q) The Concessionaire shall procure and furnish to the Authority the confirmation from the “successful bidder/Consortium Members” to the effect that all information provided by the {successful bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of their knowledge and belief, if true and accurate in all material respects.
(r) all undertakings and obligations of the Concessionaire arising from the RFP or otherwise shall be binding on the Concessionaire as if they form part of this Agreement
(s) it shall remain solely liable to perform its obligations under this Agreement as well as ensure performance of obligations by its sub-licensees, lessees, Contractors/Sub-Contractors, designers, consultants or agents and nothing contained in this AgreementAgreement shall create any contractual relationship or obligation between the Authority and Concessionaire’s Contractors/Sub-Contractors, the Concessionaire acknowledges that prior to the execution of this Agreementdesigners, 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 nature and extent of risks and hazards as are likely to arise consultants or may be faced by the Concessionaire agents in the course of performance of its obligations hereunderany manner whatsoever.
n. The Concessionaire also acknowledges and hereby accepts (t) It shall promptly inform the risk of inadequacy, mistake or error Authority in or relating to writing before initiating any of the following (including any matter incidental or consequential thereto) and give due consideration to the recommendations or suggestions , if any, made by the Authority in respect thereof:
(i) to apply for corporate insolvency proceedings under the Insolvency and Bankruptcy code, 2016;
(ii) for various other matters set forth above and hereby confirms that Concessioning pertaining to the winding up of the Concessionaire; However the Authority shall not be liable for or responsible or incur any liability of any nature arising out of, directly or indirectly, pursuant to any of the same in any manner whatsoever to above actions taken by the Concessionaire.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. b. it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. c. it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. d. 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. 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 / proposal 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 the Concessionaire's its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are is bound or affected;
h. there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany 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 any decree of any court or any legally binding order of any Government Agency Instrumentality which may result in Material Adverse Effectany 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 aspects 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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of this Agreement, in the manner and to the extent provided for under the applicable provisions of this Agreement all rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning AuthorityClause 5.3;
l. no representation it shall render the Healthcare Services in accordance with the Applicable Laws and Good Industry Practise.
m. it shall not use unfair or warranty by illegal means to obtain Applicable Permits and approvals from the concerned government department.
n. it shall timely pay the Concession Fee and the Revenue share to the Authority in accordance with Clause 29 and 28.2A , respectively, of this Agreement.
o. furnish monthly report on progress of the Construction Works and such other relevant information as may be required to the Authority and the Independent Engineer.
p. the selected bidder and its/their Associates have the financial standing and resources to fund the required capital to meet the equity component of the Total Project Cost, and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; q. 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 contained herein or in any other document furnished by it pursuant to Concessioning Authority or the Letter of Award, and has agreed 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; and
m. Without prejudice to any express provision contained and unconditionally accepted the terms and conditions set forth 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 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.
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 Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire;
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning the Authority that:
a. (a) it is duly organised, organised and validly existing and in good standing under the laws of India;
b. it , and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise the execution, execution and delivery of this Agreement and performance of to validly exercise its rights and perform its obligations under this Agreement;
d. (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
e. (d) 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;
f. (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 / proposal Bid by the Selected Bidder 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 the Concessionaire's Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected;
h. (g) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Concessionaire's knowledge 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 constitute Concessionaire Event result in the breach of Default this Agreement or which individually or in the aggregate may result in Material Adverse Effectany material impairment of its ability to perform any of its obligations under this Agreement;
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 Agency Instrumentality which may result in Material Adverse Effectany 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 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 Effecta material adverse effect on its ability to perform its obligations under this Agreement;
k. subject to receipt by the Concessionaire from Concessioning Authority of (j) it shall at no time undertake or permit any amount due under any of Change in Ownership except in accordance with the provisions of this AgreementClause 5.3; and that the selected bidder, in together with its Associates, hold not less than 51% (fifty one per cent) of its issued and paid up Equity as on the manner and to the extent provided for under the applicable provisions date of this Agreement and until 7th anniversary of the COD for Phase I of the Project; and that no 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 cum Proposal shall together with its Associates, for a period of 7 (seven) years from the COD for Phase I of the Project, hold less than 26% (twenty-six per cent) of such Equity; and that no O&M Member or Airport Operator, as the case may be, whose O&M experience was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Qualification cum Proposal shall commit to operate the Airport for a period of not less than 7 years from the date of commercial operations of the Airport, failing which the Concession Agreement is liable to be terminated. For avoidance of doubt, it is clarified that if the O&M Member or Airport Operator, as the case may be, is unable to meet the performance standards set forth in the Concession Agreement then the Concessionaire can replace the operator of the Airport with prior written approval from the Authority. The substitute operator shall continue to meet the O&M Experience defined in the RfQ-cum-RfP. ;
(k) the Selected Bidder/ 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;
(l) the Selected bidder is duly organised and validly existing under the laws of the jurisdiction of its incorporation or registration, as the case may be, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(m) no scheduled airline, cargo airline, or its Associates shall hold more than 26%(twenty six percent) of the total equity ownership of the Concessionaire; and such scheduled airline, cargo airline, or its Associates cannot appoint any director in the board of directors of the Concessionaire.
(n) all its rights and interests of in the Concessionaire in and to the Project Site and Project Facility Airport shall pass to and vest in Concessioning the Authority on the Termination Transfer Date free and clear of all Encumbrances liens, claims and Encumbrances, without any further act or deed on the its part or that of the Concessionaire Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or Concessioning Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
l. (o) no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to Concessioning the Authority or to any Government Agency 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;
(q) all information provided by the selected bidder in response to the Request for Qualification cum Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
m. Without prejudice to any express provision contained in this Agreement, (r) all undertakings and obligations of the Concessionaire acknowledges that prior to arising from the execution Request for Qualification cum Proposal or otherwise shall be binding on the Concessionaire as if they form part of this Agreement.
(s) the execution, the Concessionaire has after a complete delivery and careful examination made an independent evaluation performance of the Project Sitethis Agreement will not conflict with, and the information provided by Concessioning Authority, 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 result in the course of breach of, constitute a default under, or accelerate performance of its obligations hereunder.
n. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to required by any of the matters set forth above terms of its Memorandum and hereby confirms that Concessioning Authority shall not be liable for the same in Articles of Association or any manner whatsoever Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to the Concessionairewhich it is a party or by which it or any of its properties or assets is bound or affected.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to Concessioning Authority MCS that:
a. (a) it is duly organisedorganized, validly existing and in good standing under the laws of India;
b. (b) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c. (c) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorise authorize the execution, delivery and performance of this Agreement;
d. (d) it has the financial standing and capacity to undertake the ProjectSLF;
e. (e) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
f. the information furnished in the 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. (f) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, of/ constitute a default under or accelerate performance required by any of the terms of the Concessionaire's ’s Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected;
h. (g) there are no actions, suits, proceedings or investigations pending or to the Concessionaire's ’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 constitute Concessionaire Event of Default or which individually or in the aggregate may result in Material 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 default with respect to any legally binding order of any Government Agency which may result in Material Materials Adverse Effect;
j. (i) it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
k. subject to receipt by the Concessionaire from Concessioning Authority of any 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 rights and interests of the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in Concessioning Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Concessioning Authority;
l. 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; and
m. (j) 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 SiteSLF, and the information provided by Concessioning AuthorityMCS, 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.
n. (k) 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 MCS shall not be liable for the same in any manner whatsoever to the Concessionaire.
Appears in 1 contract
Samples: Concession Agreement
