Common use of Representations and Warranties of the Concessionaire Clause in Contracts

Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Hospital 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 authorize the execution, delivery and performance of this Agreement; d it has the financial standing and capacity to implement the scheme; e this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof; f it is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in 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 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 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 no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to the Hospital Authority, the DoHFW, the WBMSCL or to any Government Agency in relation to 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 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.

Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to 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 authorize the execution, delivery and performance of this Agreement; d III it has the financial standing and capacity to implement the schemescheme ; e IV this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof; f V it is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in 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 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 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 IX no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to the Hospital Authority, the DoHFW, the WBMSCL Authority or to any Government Agency in relation to 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 l 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 Person to procure the Concession.

Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to 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 authorize the execution, delivery and performance of this Agreement; d III it has the financial standing and capacity to implement the schemescheme ; e IV this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof; f V it is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in 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 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 quasi-judicial or other authority, the outcome of which may 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 IX no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to the Hospital Authority, the DoHFW, the WBMSCL Authority or to any Government Agency in relation to 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 l 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 Person to procure the Concession.

Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Hospital Authority BNN 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 authorize authorise the execution, delivery and performance of this Agreement; d it has the financial standing and capacity to implement undertake the schemeProject and organize requisite financing; e this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof; f it is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in 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 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 no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to the Hospital Authority, the DoHFW, the WBMSCL or to any Government Agency in relation to 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 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 person to procure the Concession. 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 Facilities, and the information provided by BNN, and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in the course of performance of its obligations hereunder. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that BNN shall not be liable for the same in any manner whatsoever to the Concessionaire.

Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Hospital Authority MCD 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 authorize authorise the execution, delivery and performance of this Agreement; d it has the financial standing and capacity to implement undertake the schemeProject; e this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof; f it is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in 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 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 MCD 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 Facilities shall pass to and vest in MCD on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or MCD; no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to the Hospital Authority, the DoHFW, the WBMSCL MCD or to any Government Agency in relation to Clearances 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 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 person to procure the Concession. 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 Facilities, and the information provided by MCD, and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in the course of performance of its obligations hereunder. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that MCD shall not be liable for the same in any manner whatsoever to the Concessionaire.

Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Hospital Authority that: a it is duly organised, organised and validly existing and in good standing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; b it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; it has the financial standing and capacity to undertake the Project 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 its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; 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 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; the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association {or those of any member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; 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 {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, at the option of the authority, may be required to be accompanied by a suitable no objection letter from lenders, {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; {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 its rights and interests in the Storage Facility shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; 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 all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects Representations and warranties of the Authority The Authority represents and warrants to the Concessionaire that: it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herebyherein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; c it has taken all necessary corporate and other action actions under the Applicable Laws and its constitutional documents to authorize authorise the execution, delivery and performance of this Agreement; d it has the financial standing and capacity to implement the schemeperform its obligations under this Agreement; e this Agreement constitutes its a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; f it is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in 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 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 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 Instrumentality which may result in Material Adverse Effectany material adverse effect on the Authority’s ability to perform its obligations under this Agreement; j it has complied with all Applicable Laws in all material respects; It has good and valid right to the Site, and has power and authority to grant a licence in respect thereto to the Concessionaire Disclosure In the event that any occurrence or circumstance comes to the attention of either Party that renders any of its aforesaid representations or warranties untrue or incorrect, such Party shall immediately notify the other Party of the same. Such notification shall not been subject to have the effect of remedying any fines, penalties, injunctive relief or any other civil or criminal liabilities which in breach of the aggregate have or may have Material Adverse Effect; k no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to the Hospital Authority, the DoHFW, the WBMSCL or to any Government Agency in relation to 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 l no bribe or illegal gratification that has been paid found to be untrue or will be paid in cash incorrect nor shall it adversely affect or kind by waive any right, remedy or on behalf obligation of the Concessionaire to any Person to procure the Concessioneither Party under this Agreement.

Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Hospital Concessioning Authority that: a it is duly organised, validly existing and in good standing under the laws of IndiaIndia 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; b it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herebyAgreement; c it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement; d it has the financial standing and capacity to implement the scheme; e this Agreement constitutes its the legal, valid and binding obligation of the Concessionaire, enforceable against it in accordance with the terms hereof; f there are no actions, suits or proceedings pending or to its best knowledge, threatened against or affecting it is subject before any court, administrative body or arbitral tribunal which might materially and adversely affect its ability to civil meet or perform any of its obligations under this Agreement; it has the financial standing and commercial laws capacity to undertake the Project in accordance with the terms of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofAgreement; 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 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 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 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 all its rights and interests in the Project/Project Facilities and Services shall vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Concessioning Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to the Hospital Authority, Concessioning Authority including the DoHFW, the WBMSCL Bid or to any Government Agency Authority in relation to Clearances 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 l no bribe sums, in cash or illegal gratification has kind, have been paid or will be paid in cash or kind paid, by it or on behalf its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority in connection therewith; 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, delivery and performance of this Agreement; this Agreement constitutes the legal, valid and binding obligation of the Concessioning Authority, enforceable against it in accordance with the terms hereof; and there are no actions, suits or proceedings pending or to its best knowledge, threatened against or affecting it before any Person court, administrative body or arbitral tribunal which might materially and adversely affect its ability to procure the Concessionmeet or perform any of its obligations under this Agreement.

Representations and Warranties of the Concessionaire. The Concessionaire concessionaire represents and warrants to the Hospital Authority that: a it is duly organised, organised and validly existing under the ways of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; it has the financial standing and capacity to undertake the O&M of the Project Highway in good 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; 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 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; 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 those of any member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; there are no actions, suits, proceedings, or investigations ending 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 result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; 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 Indiathe 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; b 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. Representations and warranties of the Authority The Authority represents and warrants to the Concessionaire that: it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herebyherein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; c it has taken all necessary corporate and other action actions under the Applicable Laws and its constitutional documents to authorize authorise the execution, delivery and performance of this Agreement; d it has the financial standing and capacity to implement the schemeperform its obligations under this Agreement; e this Agreement constitutes its a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; f it is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in 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 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 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 Instrumentality which may result in Material Adverse Effectany material adverse effect on the Authority’s ability to perform its obligations under this Agreement; 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 no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to the Hospital Authority, the DoHFW, the WBMSCL or to any Government Agency in relation to Clearances contains or will contain any untrue statement of all material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; 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 Person to procure the Concession.respects;

Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Hospital Authority CoC 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 authorize authorise the execution, delivery and performance of this Agreement; d it has the financial standing and capacity to implement undertake the schemeProject; e this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof; f it is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in 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 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 CoC 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 Facilities shall pass to and vest in CoC on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire; no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to the Hospital Authority, the DoHFW, the WBMSCL CoC or to any Government Agency in relation to Clearances 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 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 person to procure the ConcessionDevelopment Rights. 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 the CoC, and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in the course of performance of its obligations hereunder, such examination/ review having included but not limited to the following: the form and nature of the Project Site, including the sub-surface conditions, the hydrological and climatic conditions, the extent and nature of the work and materials necessary for the execution and completion of the works, and the remedying of any defects, and the means of access to the Project Site 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 CoC shall not be liable for the same in any manner whatsoever to the Concessionaire. Representations and Warranties of Corporation of Chennai CoC represents and warrants to the Concessionaire that: CoC has the full power and authority to grant the Development Rights; CoC has taken all the necessary action to authorise the execution, delivery and performance of this Agreement; This Agreement constitutes CoC’s legal, valid and binding obligation enforceable against it in accordance with the terms hereof; There are no suits or other legal proceedings pending or threatened against CoC in respect of the Project Site / Project Facilities.

Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Hospital Concessioning Authority that: a it is duly organised, validly existing and in good standing under the laws of IndiaIndia 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; b it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herebyAgreement; c it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorize authorise the execution, delivery and performance of this Agreement; d it has the financial standing and capacity to implement the scheme; e this Agreement constitutes its the legal, valid and binding obligation of the Concessionaire, enforceable against it in accordance with the terms hereof; f there are no actions, suits or proceedings pending or to its best knowledge, threatened against or affecting it is subject before any court, administrative body or arbitral tribunal which might materially and adversely affect its ability to civil meet or perform any of its obligations under this Agreement; it has the financial standing and commercial laws capacity to undertake the Project in accordance with the terms of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofAgreement; 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 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 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 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 all its rights and interests in the Project/Project Facilities and Services shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Concessioning Authority, and that none of the Project Terminal Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; no representation or warranty by the Concessionaire it contained herein or in any other document furnished by it to the Hospital Authority, Concessioning Authority including the DoHFW, the WBMSCL Bid or to any Government Agency Authority in relation to Clearances 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 l no bribe sums, in cash or illegal gratification has kind, have been paid or will be paid in cash or kind paid, by it or on behalf 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 Concessionaire 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 Person judgement against it in any proceedings in any jurisdiction to procure the Concessiongiving of any relief or the issue of any process in connection with such proceedings.

Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Hospital Authority that: a it is duly organised, organised and validly existing and in good standing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; b it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; it has the financial standing and capacity to undertake the Project 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 its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; 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 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; the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association {or those of any member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; 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 {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, shall at the option of the Authority, may be required to be accompanied by a suitable no objection letter from Senior Lenders. {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; {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 its rights and interests 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 its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty; and no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith. Representations and Warranties of the Authority The Authority represents and warrants to the Concessionaire that: it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herebyherein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; c it has taken all necessary corporate and other action actions under the Applicable Laws and its constitutional documents to authorize authorise the execution, delivery and performance of this Agreement; d it has the financial standing and capacity to implement perform its obligations under the schemeAgreement; e this Agreement constitutes its a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; f it is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in 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 there are no actions, suitssuits or proceedings pending or, proceedings or investigations pending 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 authorityAuthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in Material Adverse Effectany material impairment of its ability to perform 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 the Authority’s ability to perform its obligations under this Agreement; j it has complied with all Applicable Laws in all material respects; all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; it has the right, power and authority to manage and operate the Project Highway up to the Appointed Date; it has good and valid right to the Site, and has power and Authority to grant a licence in respect thereto to the Concessionaire; and upon the Concessionaire paying the Concession Fee and performing the covenants herein, it shall not been subject to at any finestime during the term hereof, penalties, injunctive relief or any other civil or criminal liabilities which in interfere with peaceful exercise of the aggregate have or may have Material Adverse Effect; k no representation or warranty rights and discharge of the obligations by the Concessionaire contained herein or Concessionaire, in any other document furnished by it to the Hospital Authority, the DoHFW, the WBMSCL or to any Government Agency in relation to 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 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 Concessionaccordance with this Agreement.

Representations and Warranties of the Concessionaire. The Concessionaire represents and warrants to the Hospital 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 authorize the execution, delivery and performance of this Agreement; d it has the financial standing and capacity to implement the schemeProject; e this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof; f it is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in 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 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 quasi-judicial or other authority, the outcome of which may 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 no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to the Hospital Authority, the DoHFWDoH&FW, the WBMSCL or to any Government Agency in relation to 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 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 person to procure the Concession.