Representations and Warranties of the Developer. The Developer represents and warrants to the 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 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 Developer'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; (g) there are no actions, suits, proceedings or investigations pending or to the Developer'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 Developer Event of Default or which individually or in the aggregate may result in Material Adverse Effect; (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; (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; (j) subject to receipt by the Developer from the 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 Developer in and to the Project shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or the Authority; (k) no representation or warranty by the Developer contained herein or in any other document furnished by it to the 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; (l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Developer to any person to procure the Project. (m) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the Project, and the information provided by the 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 Developer in the course of performance of its obligations hereunder. The Developer 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 the Authority shall not be liable for the same in any manner whatsoever to the Developer.
Appears in 41 contracts
Samples: Project Development and Management Agreement, Project Development and Management Agreement, Project Development and Management Agreement
Representations and Warranties of the Developer. The Developer represents and warrants to the 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 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 theterms of the Developer'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;
(g) there are no actions, suits, proceedings or investigations pending or to the Developer'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 Developer Event of Default or which individually or in the aggregate may result in Material Adverse Effect;
(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;
(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;
(j) subject to receipt by the Developer from the 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 Developer in and to the Project shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or the Authority;
(k) no representation or warranty by the Developer contained herein or in any other document furnished by it to the 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;
(l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Developer to any person to procure the Project.
(m) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the Project, and the information provided by the 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 Developer in the course of performance of its obligations hereunder. The Developer 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 the Authority shall not be liable for the same in any manner whatsoever to the Developer.
Appears in 3 contracts
Samples: Project Development and Management Agreement, Project Development and Management Agreement, Project Development and Management Agreement
Representations and Warranties of the Developer. The Developer represents and warrants to the Authority JTDCL that:
(a) it is duly organised, validly existing and in good standing under the laws of India;
(b) it has full power and authority JTDCL 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 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 Developer'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;
(g) there are no actions, suits, proceedings or investigations pending or to the Developer's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authorityJTDCL, the outcome of which may constitute Developer Event of Default or which individually or in the aggregate may result in Material Adverse Effect;
(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;
(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;
(j) subject to receipt by the Developer from the Authority JTDCL 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 Developer in and to the Project Site/Project Facilities shall pass to and vest in the Authority JTDCL on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or the AuthorityJTDCL;
(k) no representation or warranty by the Developer contained herein or in any other document furnished by it to the Authority JTDCL 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;
(l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Developer to any person to procure the ProjectRight.
(m) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the ProjectProject Site, and the information provided by the AuthorityJTDCL, 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 Developer in the course of performance of its obligations hereunder. The Developer 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 the Authority JTDCL shall not be liable for the same in any manner whatsoever to the Developer.
Appears in 2 contracts
Samples: Development Agreement, Development Agreement
Representations and Warranties of the Developer. The Developer represents and warrants to the Authority Client that:
(a) it is duly organised, organised and validly existing and in good standing under the laws of India;
(b) it Pakistan, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out carryout the transactions contemplated hereby;
(cb) 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;
(dc) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
(ed) 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 Pakistan , and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the Developer'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;
(gh) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Developer'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 Developer 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;
(hi) 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 Public Sector Entity 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;
(ij) 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;
(jk) subject the selected bidder is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Client to receipt by enter into this Agreement with the Developer from pursuant to the Authority Letter of any amount due under any of Award, and has agreed to and unconditionally accepted the provisions of terms and conditions set forth in this Agreement, in the manner and to the extent provided for under the applicable provisions of this Agreement ;
(l) all its rights and interests of the Developer in and to the Project and the Project Assets shall pass to and vest in the Authority Client on the Termination 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 Developer Client, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or the Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
(km) no representation or warranty by the Developer it contained herein or in any other document furnished by it to the Authority Client or to any Government Agency Public Sector Entity 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;
(ln) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Developer to any person to procure the Project.
(m) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the Project, and the all information provided by the 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 Developer in response to the course of performance Request for Proposal or otherwise, is to the best of its obligations hereunder. The Developer also acknowledges knowledge and hereby accepts the risk of inadequacybelief, mistake or error true and accurate in or relating to any of the matters set forth above and hereby confirms that the Authority shall not be liable for the same in any manner whatsoever to the Developerall material respects.
Appears in 2 contracts
Samples: Development Agreement, Development Agreement
Representations and Warranties of the Developer. The In addition to any other representations and warranties contained in the Agreement, Developer represents and warrants to the Authority that:
(a) it is duly organisedorganized, 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 authorize the execution, delivery and performance of this Agreement;
(d) it has the financial standing and capacity to undertake the ProjectProject (PHESS);
(e) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
(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 Developer'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;
(g) there are no actions, suits, proceedings or investigations pending or to the Developer's ’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 Developer Event of Default or which individually or in the aggregate may result in Material Adverse Effect;
(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;
(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;
(j) subject to receipt by the Developer from the 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 Developer in and to the Project shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or the Authority;
(k) no representation or warranty by the Developer contained herein or in any other document furnished by it to the Authority Procurer 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
(l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Developer to any person to procure the Project.
(mk) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the Project, and the information provided by in the AuthorityTender Documents, 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 Developer in the course of performance of its obligations hereunder. .
l) The Developer 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 the Authority Procurers shall not be liable for the same in any manner whatsoever to the Developer.
Appears in 2 contracts
Samples: Pumped Hydro Energy Storage Facility Agreement, Pumped Hydro Energy Storage Facility Agreement
Representations and Warranties of the Developer. The Developer hereby represents and warrants to the Authority thatTown and to Conn DOT, which representations and warranties and other representations and warranties of the Developer contained in this Agreement shall survive the execution and delivery of this Agreement as follows:
(a) it The Developer (i) is a limited liability company duly organisedorganized, validly existing and in good standing under the laws of India;the State of Connecticut, and (ii) has all requisite power and authority and all necessary licenses and permits to own and carry on its business as now being conducted and as presently proposed to be conducted.
(b) it has full power To the best of the Developer’s information and authority belief, there are no actions, suits, proceedings, inquiries or investigations pending, or to executethe best knowledge of the Developer, deliver threatened against or affecting the Developer or any member of the Developer, nor any of their current managers or principal officers in any forum which involve the possibility of materially and adversely affecting the transactions contemplated by this Agreement or which, in any way, would adversely affect the validity or enforceability of this Agreement or the ability of the Developer to perform its obligations under this Agreement and to carry out the transactions contemplated hereby;Agreement.
(c) it has taken all necessary corporate The execution and other action under Applicable Laws and its constitutional documents to authorise delivery by 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 execution, delivery and performance Developer of this Agreement and the compliance by the Developer with all of the provisions hereof (i) are within the authority and powers of the Developer, (ii) to the best knowledge of the Developer, will not conflict with, with or result in any breach of any of the breach provisions of, or constitute a default under or accelerate performance required by under, any of the terms of the Developer's Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understandingarticles of organization, decree operating agreement or order other instrument to which it the Developer is a party or by which it may be bound, or any license, judgment, decree, law, statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Developer or any of its properties activities or assets are bound or affected;
properties, and (giii) there are no actions, suits, proceedings or investigations pending or to the Developer'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 Developer Event of Default or which individually or in the aggregate may result in Material Adverse Effect;
(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;
(i) it has complied with have been duly authorized by 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;
(j) subject to receipt by the Developer from the 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 Developer in and to the Project shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed necessary action on the part of the Developer.
(d) No event of default has occurred and no condition exists with respect to the Developer that would constitute a default under this Agreement or which, with the lapse of time or with the giving of notice or both, would become an event of default under this Agreement.
(e) The Developer is the owner in fee simple of the Site.
(f) The Developer will comply with all applicable State and Federal laws and regulations and municipal ordinances in satisfying its obligations to the Conn DOT and the Town under and pursuant to this Agreement.
(g) The Developer or any member of the Developer or any of their current managers or principal officers is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or State entity.
(h) The Developer or any member of the Developer or any of their current managers or principal officers has not, within the three (3) years preceding this Agreement, been convicted of, or had a civil judgment rendered against it or any of its current managers or principal officers for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state or local) transaction or contract. This includes, but is not limited to, violation of Federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property.
(i) Neither the Developer nor any member of the Developer, nor any of its current managers or principal officers is presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, state or local) with commission of any of the offenses enumerated above.
(j) The Developer or the Authority;members of the Developer or any of its current managers or principal officers has not within the three (3) years preceding this Agreement had one or more public transactions (Federal, state or local) terminated for cause or default.
(k) no representation The Developer has not employed or warranty by retained any company, firm or person, other than a bona fide employee working solely for the Developer contained herein Developer, to solicit or in secure this Agreement and that it has not paid or agreed to pay any company, firm or person, other than a bona fide employee working solely for the Developer, any fee, commission, percentage, brokerage fee, gifts, or any other document furnished by it consideration contingent upon or resulting from the award or making of this Agreement or any assignments made in accordance with the terms of this Agreement. For breach or violation of this provision, the State or the Town shall have the right to the Authority or to terminate this Agreement and any Government Agency assignments made 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;accordance with its terms without liability.
(l) no bribe or illegal gratification The Developer has been paid or will be paid all workers’ compensation second injury fund assessments concerning all previous work done in cash or kind by or on behalf of the Developer to any person to procure the ProjectConnecticut.
(m) Without prejudice to The Developer has a record of compliance with OSHA regulations without any express provision contained unabated, willful or serious violations.
(n) The Developer owes no unemployment compensation contributions.
(o) The Developer is not delinquent in this Agreementthe payment of any taxes owed, nor has it filed a sales tax security bond, and it has, if and as applicable, filed for motor carrier road tax stickers and has paid all outstanding road taxes.
(p) All of the Developer’s vehicles have current registrations and, unless such vehicles are no longer in service, the Developer acknowledges that prior shall not allow any such registration lapse.
(q) The Developer is not in default under any mortgage on the Site.
(r) The Developer is not delinquent in the payment of any real or personal property taxes or sewer use payments owed to the execution Town. Developer will obtain an opinion of this Agreementcounsel, the Developer has after a complete dealing with items (a) and careful examination made an independent evaluation of the Project, (c) in form and the information provided by the 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 Developer in the course of performance of its obligations hereunder. The Developer 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 the Authority shall not be liable for the same in any manner whatsoever substance reasonably satisfactory to the DeveloperTown and Conn DOT.
Appears in 1 contract
Samples: Transportation Agreement
Representations and Warranties of the Developer. The Developer represents and warrants to the Authority that:
(a) it The Developer is a corporation duly organised, organized and validly existing and in good standing under the laws of India;the State of Delaware, with full power and authority and legal right to be a Venturer of the Venture and to carry on its business in the manner and in the locations in which such business has been and is now being conducted by it, to execute and deliver this Agreement and to perform its obligations hereunder.
(b) it has full power and authority No consent of any third party is required as a condition to execute, deliver and perform its obligations under the entering into of this Agreement and to carry out by the transactions contemplated hereby;Developer other than such consent as has been previously obtained.
(c) it has taken all necessary corporate The execution and other action under Applicable Laws and its constitutional documents to authorise the execution, delivery and performance of this Agreement;Agreement has been duly authorized and executed by the Developer and this Agreement constitutes the valid and binding obligation and agreement of the Developer, enforceable in accordance with its terms (subject to the effect of bankruptcy, insolvency or creditor's rights generally, and to limitations imposed by general principals of equity).
(d) it has Neither the financial standing execution and capacity to undertake the Project;
(e) delivery of this Agreement constitutes its legalAgreement, valid and binding obligation enforceable against it in accordance nor compliance with the terms and provisions hereof;
(f) , will result in any breach of the executionterms, delivery and performance of this Agreement will not conditions or provisions of, or conflict withwith or constitute a default under, or result in the breach ofcreation of any lien, constitute a default under charge or accelerate performance required by encumbrance upon any property or assets of the Developer pursuant to the terms of the Developer's Memorandum and Articles any indenture, mortgage, deed of Association trust, note, evidence of indebtedness, agreement or any Applicable Laws or any covenant, agreement, understanding, decree or order other instrument to which it is a the Developer may be party or by which it or they or any of its properties or assets may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency.
(e) Except as in each instance previously disclosed to the Investor in writing, there are bound no judgments presently outstanding and unsatisfied against the Developer or affected;any of its assets and neither the Developer nor any of its assets is involved in any litigation at law or in equity, or in any proceeding before any court, or by or before any governmental or administrative agency, which judgment, litigation or proceeding 57 could reasonably be anticipated to have a material adverse effect on the Developer, the Venture or the Properties and no such material judgment, litigation or proceeding is, to the best of the Developer's knowledge, threatened against the Developer or any of its facilities, and to the best of the Developer's knowledge, no investigation looking toward such a proceeding has begun or is contemplated.
(f) No order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority is required to authorize, or is required in connection with the execution, delivery and performance by the Developer of this Agreement or the taking of any action thereby contemplated, which has not been obtained, other than any such order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority required in connection with the ownership or the development of the Properties or with the other operations of the Venture.
(g) there are no actions, suits, proceedings or investigations pending or to To the best of the Developer's knowledge threatened against it at law knowledge, all information, documents and materials provided by the Developer or any Related Party to the Investor, or the Investor's employees, agents or consultants, in equity before any court or before any other judicial, quasi-judicial or other authority, connection with the outcome formation of which may constitute Developer Event of Default or which individually or the Venture are complete and accurate in the aggregate may result in Material Adverse Effect;all material respects.
(h) it Neither Developer nor any Captec Affiliate has no knowledge employed or dealt with any broker or finder in connection with the admission of any violation or default the Investor to the Venture other than Prudential Securities, Inc. to whom the Venture will be obligated to pay an estimated brokerage commission of $960,000 which is payable pro rata with respect the Investor's contribution of capital to any order, writ, injunction or any decree the Venture at a rate of any court or any legally binding order four percent (4%) of any Government Agency which may result in Material Adverse Effect;the Investor's contributions of capital.
(i) it has complied with all Applicable Laws and To the knowledge of the Developer, there is no material information regarding Developer, Captec, any Captec Affiliates, the Venture or the Properties that has not been subject disclosed to any finesthe Investor which is material to the purchase of one or more of the Properties or to the construction, penalties, injunctive relief operation or any other civil leasing of one or criminal liabilities which in more of the aggregate have Properties or may have Material Adverse Effect;otherwise material to the proposed operations of the Venture.
(j) subject to receipt by the Developer All Venture funds, whether from the Authority of capital contributions or any amount due under any other source, have been used in one or more of the provisions of this Agreement, following ways and only in such ways: (i) to pay Qualified Costs (as certified to Investor in the manner respective Due Diligence Certifications), and (ii) to fund the extent provided for under the applicable provisions of this Agreement all rights and interests balance of the Developer Venture's bank accounts as of the date of formation of the Venture, and (iii) to fund escrows for use in paying the purchase price and closing adjustments for the acquisition of the Properties. No such funds have been distributed or paid to the Project shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or to any person affiliated with the Authority;Developer.
(k) no representation Neither Developer nor Captec is a foreign corporation, foreign partnership, foreign limited liability company, foreign trust or warranty by the Developer contained herein or foreign estate (as those terms are used in any other document furnished by it to the 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;
(l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf Sections 1445 and 1446 of the Developer to any person to procure the Project.
(m) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete Internal Revenue Code and careful examination made an independent evaluation of the Project, and the information provided by the 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 Developer in the course of performance of its obligations hereunderIncome Tax Regulations). The Developer 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 the Authority shall not be liable for the same in any manner whatsoever to the Developer.'s United States Employer Identification Number is
Appears in 1 contract
Samples: Limited Liability Company Agreement (Captec Net Lease Realty Inc)
Representations and Warranties of the Developer. 7.1.1 The Developer DEVELOPER represents and warrants to the Authority SH&DB that:
(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;
(cb) 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;
(dc) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
(ed) 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 or of the State,
(f) the execution, delivery information furnished in the Bid and performance as updated on or before the date of this Agreement will not conflict with, result is true and accurate in all respects as on the breach of, constitute a default under or accelerate performance required by any date of the terms of the Developer'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 affectedthis Agreement;
(g) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Developer'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 Developer 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;
(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;
(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;
(j) subject the DEVELOPER/each Consortium Members and its/their Associates have the financial standing and resources to receipt by fund the Developer from required Equity and to raise the Authority of any amount due debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(k) the DEVELOPER/each Consortium Member is duly organized and validly existing under any the laws of the provisions jurisdiction of its incorporation, and has requested the SH&DB to enter into this Agreement with the DEVELOPER pursuant to the Letter of Acceptance, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement, in the manner and to the extent provided for under the applicable provisions of this Agreement ;
(l) all its rights and interests of the Developer in and to the Project shall pass to and vest in the Authority SH&DB 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 Developer SH&DB, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or the Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
(km) no representation or warranty by the Developer it contained herein or in any other document furnished by it to the Authority SH&DB 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;
(ln) 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 of the Developer its behalf, to any person by way of fees, commission or otherwise for securing this Agreement or for influencing or attempting to procure influence any officer or employee of the Project.SH&DB in connection therewith; and
(mo) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the Project, and the all information provided by the AuthorityDEVELOPER/each 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 Developer in the course of performance best of its obligations hereunder. The Developer also acknowledges knowledge and hereby accepts the risk of inadequacybelief, mistake or error true and accurate in or relating to any of the matters set forth above and hereby confirms that the Authority shall not be liable for the same in any manner whatsoever to the Developerall material respects.
Appears in 1 contract
Samples: Development Agreement
Representations and Warranties of the Developer. The Developer represents and warrants to the 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 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 Developer'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;
(g) ; there are no actions, suits, proceedings or investigations pending or to the Developer'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 Developer Event of Default or which individually or in the aggregate may result in Material Adverse Effect;
(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;
(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;
(j) ; subject to receipt by the Developer from the 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 Developer in and to the Project shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or the Authority;
(k) ; no representation or warranty by the Developer contained herein or in any other document furnished by it to the 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;
(l) ; no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Developer to any person to procure the Project.
(m) . Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the Project, and the information provided by the 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 Developer in the course of performance of its obligations hereunder. 28 | P a g e Selection of Developer for Development of Tourist Complex, Hesadih, Ranchi Draft PDMA The Developer 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 the Authority shall not be liable for the same in any manner whatsoever to the Developer.
Appears in 1 contract
Representations and Warranties of the Developer. The Developer represents and warrants to the 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 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 Developer'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;
(g) there are no actions, suits, proceedings or investigations pending or to the Developer'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 Developer Event of Default or which individually or in the aggregate may result in Material Adverse Effect;
(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;
(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;
(j) subject to receipt by the Developer from the 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 Developer in and to the Project shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or the Authority;
(k) no representation or warranty by the Developer contained herein or in any other document furnished by it to the 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;
(l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Developer to any person to procure the Project.
(m) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the Project, and the information provided by the 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 Developer in the course of performance of its obligations hereunder. The Developer 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 the Authority shall not be liable for the same in any manner whatsoever to the Developer.
Appears in 1 contract
Representations and Warranties of the Developer. The Developer represents makes the following representations and warrants to the Authority thatwarranties:
(a) it The Developer is a Minnesota limited liability company duly organised, and validly organized and existing and in good standing under the laws of India;the State, and has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder and is not in violation of any law of the State.
(b) it has full power In the event the Development Property is conveyed to the Developer, then the Developer will construct, operate, and authority maintain the Minimum Improvements, or cause the same to executebe constructed, deliver operated 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 executionmaintained, 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;of this Agreement, and all applicable local, state, and federal laws and regulations (including, but not limited to, environmental, zoning, building code, and public health laws and regulations).
(fc) Before the executionMinimum Improvements and the Public Improvements may be constructed, the Developer will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable City, County, State, and federal laws and regulations.
(d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and performance conditions of this Agreement will not conflict withis prevented, result limited by or conflicts with or results in the a breach of, constitute a default under the terms, conditions or accelerate performance required by provisions of any contractual restriction, evidence of the terms indebtedness, agreement or instrument of the Developer's Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order whatever nature to which it the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing.
(e) The Developer understands that the City and the Authority may subsidize or encourage other developments in the City, including properties that compete with the Development Property and the Minimum Improvements, and that such subsidies may be more favorable than the terms of this Agreement, and that the City and the Authority have informed the Developer that development of the Development Property will not be favored over the development of other properties.
(f) No member of the City Council, no other officer of the City, no member of the Board or other officer of the Authority has either a direct or indirect financial interest in this Agreement, nor will any member of the City Council, any other officer of the City, any member of the Board or any other officer of its properties or assets are bound or affected;the Authority benefit financially from this Agreement within the meaning of Minnesota Statutes, Section 471.87.
(g) there are no actions, suits, proceedings The Developer did not obtain a building permit for any portion of the Minimum Improvements or investigations pending or to the Developer's knowledge threatened against it at law or in equity before any court or before for any other judicial, quasi-judicial or other authority, improvements on the outcome of which may constitute Developer Event of Default or which individually or Development Property not included in the aggregate may result in Material Adverse Effect;calculation of the original tax capacity before the date of original approval of the TIF Plan by the City.
(h) it has no knowledge The Minimum Improvements would not be undertaken by the Developer, and in the opinion of any violation or default with respect the Developer, would not be economically feasible within the reasonably foreseeable future without the assistance and benefit to any order, writ, injunction or any decree of any court or any legally binding order of any Government Agency which may result the Developer provided for in Material Adverse Effect;this Agreement.
(i) it has complied with all Applicable Laws and has not been subject to any finesThe Developer represents that no more than twenty percent (20%) of the square footage of the Minimum Improvements will consist of commercial, penalties, injunctive relief retail or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;nonresidential use.
(j) subject The Developer has received no notice or communication from any local, state, or federal official that the activities of the Developer, the City or the Authority on the Development Property may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the City and Authority are aware). The Developer is aware of no facts the existence of which would cause it to receipt by be in violation of or give any person a valid claim under any applicable local, state, or federal environmental law, regulation or review procedure.
(k) The Developer will construct the Minimum Improvements in accordance with all applicable local, state, or federal energy-conservation laws or regulations.
(l) To the best of Developer’s knowledge and belief, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by, or conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any evidences of indebtedness, agreement, or instrument of whatever nature to which the Developer from the Authority of any amount due is now a party or by which it is bound, or constitutes a default under any of the provisions foregoing.
(m) Whenever any Event of this Agreement, in the manner Default occurs and to the extent provided for under the applicable provisions of this Agreement all rights and interests of the Developer in and to the Project shall pass to and vest in if the Authority on or the Termination Date free and clear City shall employ attorneys or incur other expenses for the collection of all Encumbrances without payments due or to become due, or for the enforcement of performance or observance of any further act obligation or deed agreement on the part of the Developer or the Authority;
(k) no representation or warranty by the Developer contained herein or in any other document furnished by it to the 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;
(l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Developer to any person to procure the Project.
(m) Without prejudice to any express provision contained in under this Agreement, the Developer acknowledges agrees that prior it shall, within ten days of written demand by the Authority or the City, pay to the execution Authority or the City the reasonable fees of this Agreementsuch attorneys and such other expenses so incurred by the Authority or the City.
(n) The Developer shall promptly advise the City in writing of all litigation or claims affecting any part of the Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Minimum Improvements or materially affecting the Developer or its business which may delay or require changes in construction of the Minimum Improvements.
(o) The total development costs of the Minimum Improvements are estimated to be approximately $10,150,000 and the sources of revenue to pay such costs are approximately $8,821,746, excluding the tax increment assistance, and the Developer has after a complete been unable to obtain additional private financing for the total development costs.
(p) The Developer has made its own projections of Tax Increments and careful examination made an independent evaluation revenues to be generated from the Minimum Improvements and of the Project, Developer’s return on investment and the information provided Developer has not relied on any assumptions, calculations, determinations or conclusions made by the AuthorityCity, its governing body members, officers or agents, including the independent contractors, consultants and has determined to its satisfaction the nature legal counsel, servants and extent of risks and hazards as are likely to arise or may be faced by the Developer in the course of performance of its obligations hereunder. The Developer also acknowledges and hereby accepts the risk of inadequacyemployees thereof, mistake or error in or relating to any of the matters set forth above and hereby confirms that the Authority shall not be liable for the same in any manner whatsoever with respect to the Developerforegoing or in determining to proceed with the Minimum Improvements.
ARTICLE III ACQUISITION AND CONVEYANCE OF PROPERTY; PUBLIC DEVELOPMENT COSTS; FINANCING
Appears in 1 contract
Samples: Purchase and Development Agreement
Representations and Warranties of the Developer. The Developer represents and warrants to the Authority SPV that:
(a) it 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;
(cb) it It has taken all necessary corporate and other action actions under Applicable Laws Law 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;
(dc) it It has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
(ed) this This Agreement constitutes its legal, valid and binding obligation obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(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 response to the RfP 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 Developer's Memorandum and Articles of Association its constitution documents, or any Applicable Laws Law 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;
(gh) there There are no actions, suits, proceedings proceedings, or investigations pending or or, to the Developer'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 Developer 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;
(hi) it 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;
(ij) it It has complied with Applicable Law in all Applicable Laws 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;
(j) subject Effect on its ability to receipt by the Developer from the 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 Developer in and to the Project shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or the Authority;
(k) no No representation or warranty by the Developer it contained herein or in any other document furnished by it to the Authority SPV 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
(l) no bribe No 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 of the Developer its behalf, to any person to procure by way of fees, commission or otherwise for securing the Project.
(m) Without prejudice to any express provision contained in , or the grant of the Lease, or entering into this Agreement, the Developer acknowledges that prior or for influencing or attempting to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation influence any officer or employee of the Project, and the information provided by the 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 Developer SPV in the course of performance of its obligations hereunder. The Developer 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 the Authority shall not be liable for the same in any manner whatsoever to the Developerconnection therewith.
Appears in 1 contract
Samples: Development Agreement
Representations and Warranties of the Developer. 17.1.1 The Developer represents and warrants to the Authority that:
(a) a. it is duly organised, validly existing and in good 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 a legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
(f) 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 Developer'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 is bound or affected;
(g) h. there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Developer's knowledge 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 Developer Event of Default under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect;
(h) 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 any Material Adverse EffectEffect or impairment of the Developer's ability to perform its obligations and duties under this Agreement;
(i) 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;
(j) k. subject to receipt by the Developer from the Authority of the Termination Payment and any other amount due under any of the provisions of this Agreement, in the manner and to the extent provided for under the applicable provisions of this Agreement all rights and interests of the Developer in and to the Project Facility shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or the Authority;
(k) l. no representation or warranty by the Developer contained herein or in any other document furnished by it to the 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;
(l) ; and m. no bribe sums, in cash or illegal gratification has kind, have been paid or will be paid in cash or kind paid, by or on behalf of the Developer Developer, to any person by way of fees, commission or otherwise for securing the Lease or entering into this Agreement or for influencing or attempting to procure the Project.
(m) Without prejudice to influence any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation officer or employee of the Project, and the information provided by the 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 Developer Authority in the course of performance of its obligations hereunder. The Developer 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 the Authority shall not be liable for the same in any manner whatsoever to the Developerconnection therewith.
Appears in 1 contract
Samples: Lease Cum Development Agreement
Representations and Warranties of the Developer. The Developer represents and warrants to the Authority SH&DB that:
(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;
(cb) 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;
(dc) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
(ed) 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 or of the State, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the Developer'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;
(gh) there are no actions, suits, proceedings proceedings, or investigations pending or or, to the Developer'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 Developer 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;
(hi) 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;
(ij) 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;
(jk) subject to receipt by the Developer from the 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/ 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 in response to the Request for Proposal shall, in during the manner Construction Period and three years thereafter along with its Associates, hold equity share capital not less than: (i) 26% (twenty six per cent) of the subscribed and paid up equity of the Developer; and (ii) 5% (five per cent) of the Total Project Cost;
(l) the Developer/ each 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 Developer/ each Consortium Member is duly organized and validly existing under the applicable provisions laws of the jurisdiction of its incorporation, and has requested the SH&DB to enter into this Agreement with the Developer 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 Developer in and to the Project shall pass to and vest in the Authority SH&DB 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 Developer SH&DB, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or the Authorityother lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
(ko) no representation or warranty by the Developer it contained herein or in any other document furnished by it to the Authority SH&DB 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;
(lp) 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 of the Developer its behalf, to any person by way of fees, commission or otherwise for securing this Agreement or for influencing or attempting to procure influence any officer or employee of the Project.SH&DB in connection therewith; and
(mq) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the Project, and the all information provided by the AuthorityDeveloper/each 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 Developer in the course of performance best of its obligations hereunder. The Developer also acknowledges knowledge and hereby accepts the risk of inadequacybelief, mistake or error true and accurate in or relating to any of the matters set forth above and hereby confirms that the Authority shall not be liable for the same in any manner whatsoever to the Developerall material respects.
Appears in 1 contract
Samples: Development Agreement
Representations and Warranties of the Developer. The Developer represents and warrants to the Authority that:
(a) it is duly organisedorganized, 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 authorize the execution, delivery and performance of this Agreement;
(dc) it has the financial standing and capacity to undertake the Project;
(ed) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
(fe) 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 DeveloperDeveloper '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;
(gf) there are no actions, suits, proceedings or investigations pending or to the DeveloperDeveloper '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 Developer Event of Default or which individually or in the aggregate may result in Material Adverse Effect;
(hg) 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;
(ih) 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;
(ji) subject to receipt by the Developer from the 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 Developer in and to the Project shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or the Authority;
(kj) no representation or warranty by the Developer contained herein or in any other document furnished by it to the 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;
(l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Developer to any person to procure the Project.
(mk) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the Project, and the information provided by the 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 Developer in the course of performance of its obligations hereunder. The Developer 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 the Authority shall not be liable for the same in any manner whatsoever to the Developer.
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Representations and Warranties of the Developer. The Developer hereby represents and warrants to the Authority that:and agrees with SPV as follows and acknowledges and confirms that SPV is relying on such representations and warranties in connections with the-transactions described in this Agreement;
(a) it is It has all requisite power authorizing and has been duly organised, validly existing authorized to execute and in good standing under the laws of Indiaconsummate this Agreement;
(b) it has full power and authority to execute, deliver and perform its obligations under this 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 is enforceable against it in accordance with the terms hereofits terms;
(fc) The consummation of the execution, delivery and performance of transactions contemplated by this Agreement on the part of the Developer will not conflict with, result in the breach of, violate any provision of nor constitute a default under under, nor give rise to a power to cancel any charter, mortgage, deed of trust or accelerate performance required by any of the terms of the Developer's Memorandum and Articles of Association or any Applicable Laws or any covenantlien, lease, agreement, understandinglicense, decree permit, evidence of indebtedness, restriction, or order other contract to which it the Developer is a party Party or by to which it the Developer is bound which violation, default or any of its properties or assets are bound or affectedpower has not been waived;
(gd) there The Developer is not insolvent and no insolvency proceedings have been instituted, nor threatened or pending by or against the Developer;
(e) There are no actions, suits, claims, proceedings or investigations pending or or, to the best of Developer's knowledge ’s knowledge, threatened in writing against it the Developer at law law, in equity, or in equity before any court or before any other judicialotherwise, quasi-judicial or other authority, the outcome of which may constitute Developer Event of Default or which individually or in the aggregate may result in Material Adverse Effect;
(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;
(i) it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other whether civil or criminal liabilities which in the aggregate have nature, before or may have Material Adverse Effect;
(j) subject to receipt by the Developer from the Authority by, any court, Commission, arbitrator or governmental agency or authority, and there are no outstanding judgments, decrees or orders of any amount due such courts, commission, arbitrator or governmental agency or authority, which materially adversely affect its ability to execute the project or to comply with its obligations under any of this Agreement.
7.2.1 Both Parties agree and make all the provisions representations and warranties above to be valid as on the Effective Date 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 Developer in and to the Project shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or the Authority;
(k) no representation or warranty by the Developer contained herein or in any other document furnished by it to the 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;
(l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Developer to any person to procure the Project.
(m) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the Project, and the information provided by the 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 Developer in the course of performance of its obligations hereunder. The Developer 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 the Authority shall not be liable for the same in any manner whatsoever to the Developer.
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Samples: Implementation Agreement
