Representations and Warranties of the Lessee. The Lessee (in the case of Consortium each member) represents and warrants to DMRC that: a) It is duly organized, 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 undertake the development of Leased Space(s); 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 Memorandum and Articles of Association of the Lessee or any Applicable Law or any covenant, agreement, understanding, decree or order to which the Lessee is a party or by which Lessee or any of its properties or assets are bound or affected; g) There are no actions, suits, proceedings or investigations pending or to the Lessee’s knowledge threatened against the Lessee at law or in equity before any Court or before any other judicial, quasi judicial or other authority, the outcome of which may constitute the Lessee Event of Default or which individually or in the aggregate may result in a 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 authority which may result in Material Adverse Effect; i) It has complied with all Applicable Law and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect; j) No representation or warranty by the Lessee contained herein or in any other document furnished by the Lessee to DMRC or to any government authority 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; k) The Lessee 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 DMRC shall not be liable for the same in any manner whatsoever to the Lessee; and l) The Lessee shall make its own arrangements in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable Permits, particularly in relation to safety and environmental regulations.
Appears in 7 contracts
Samples: Lease Agreement, Lease Agreement, Lease Agreement
Representations and Warranties of the Lessee. The Lessee (in the case of Consortium Consortium/ JV each member) represents and warrants to DMRC that:
a) It is duly organized, 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 undertake the development of Leased Space(s);
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 Memorandum and Articles of Association of the Lessee or any Applicable Law or any covenant, agreement, understanding, decree or order to which the Lessee is a party or by which Lessee or any of its properties or assets are bound or affected;
g) There are no actions, suits, proceedings or investigations pending or to the Lessee’s knowledge threatened against the Lessee at law or in equity before any Court or before any other judicial, quasi judicial or other authority, the outcome of which may constitute the Lessee Event of Default or which individually or in the aggregate may result in a 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 authority which may result in Material Adverse Effect;
i) It has complied with all Applicable Law and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
j) No representation or warranty by the Lessee contained herein or in any other document furnished by the Lessee to DMRC or to any government authority 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;
k) The Lessee 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 DMRC shall not be liable for the same in any manner whatsoever to the Lessee; and
l) The Lessee shall make its own arrangements in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable Permits, particularly in relation to safety and environmental regulations.
Appears in 3 contracts
Samples: Lease Agreement, Lease Agreement, Lease Agreement
Representations and Warranties of the Lessee. The Lessee (in the case of Consortium Consortium/ JV each member) represents and warrants to DMRC that:
a) It is duly organized, 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 undertake the development of Leased Space(s);
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 Memorandum and Articles of Association of the Lessee or any Applicable Law or any covenant, agreement, understanding, decree or order to which the Lessee is a party or by which Lessee or any of its properties or assets are bound or affected;
g) There are no actions, suits, proceedings or investigations pending or to the Lessee’s knowledge threatened against the Lessee 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 the Lessee Event of Default or which individually or in the aggregate may result in a 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 authority which may result in Material Adverse Effect;
i) It has complied with all Applicable Law and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
j) No representation or warranty by the Lessee contained herein or in any other document furnished by the Lessee to DMRC or to any government authority 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;
k) The Lessee 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 DMRC shall not be liable for the same in any manner whatsoever to the Lessee; and
l) The Lessee shall make its own arrangements in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable Permits, particularly in relation to safety and environmental regulations.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Representations and Warranties of the Lessee. The Lessee hereby represents, warrants and covenants to Authority for itself that (in the case of Consortium each member) represents and warrants to DMRC that:"Lessee Warranties"):
a) It a. it is duly organized, validly existing and in good standing under the laws of India;
b) It b. it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c) It c. it has taken all necessary corporate and other action under the Applicable Laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement;
d) It d. it has the financial standing and capacity to undertake the development Project (Development of Leased Space(s)Sales Showroom, Service and Repair Centre for Two Xxxxxxx Automobile Industry in accordance with the terms of this Agreement;
e) This e. this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
f) The f. it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
g. the information furnished by the Lessee as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
h. the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the Memorandum Lessee's memorandum and Articles articles of Association of the Lessee association or any Applicable Law Laws or any covenant, agreement, understanding, decree or order to which the Lessee it is a party or by which Lessee it or any of its properties or assets are bound or affected;
g) There i. there are no actions, suits, proceedings or investigations pending or to the Lessee’s knowledge threatened against the Lessee it at law or in equity before any Court court or before any other judicial, quasi quasi-judicial or other authority, the outcome of which may constitute the Lessee Event of Default or which individually or in the aggregate may result in a Material Adverse Effect;
h) It j. it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any government authority agency which may result in Material Adverse Effect;
i) It k. it shall at no time undertake or permit any change in ownership except in accordance with the provisions of Article 3.3 of this Agreement;
l. it has complied with all Applicable Law Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse EffectEffect on its ability to perform its obligations under this Agreement;
j) No m. all rights and interests of the Lessee in and to the Leased Land and Sales Showroom, Service and Repair Centre for Two Xxxxxxx Automobile Industry shall pass to and vest in the Authority on the Transfer Date free and clear of all Encumbrances without any further act or deed on the part of the Lessee or the Authority;
n. no representation or warranty by the Lessee contained herein or in any other document furnished by it to the Lessee to DMRC Authority or to any government authority Government Agency in relation to Applicable Permits contains or will shall contain any untrue statement of material fact or omits or will nor shall it omit to state a material fact necessary to make such representation or warranty not misleading;
k) o. all its rights and interests of the Sales Showroom, Service and Repair Centre for Two Xxxxxxx Automobile Industry 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 Movable assets shall be acquired by the Lessee, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person.
p. no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the lease or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith;
q. Without prejudice to any express provision contained in this Agreement, the Lessee acknowledges that prior to the execution of this Agreement, the Lessee has after a complete and careful examination made an independent evaluation of the Leased Land, 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 Lessee in the course of performance of its obligations hereunder.
r. The Lessee has the due expertise, experience, skills, have obtained necessary registrations, and done all the statutory compliances, licenses, resources, supervisory abilities and infrastructure to provide the construction and other services and matters related to the Sales Showroom, Service and Repair Centre for Two Xxxxxxx Automobile Industry on principal to principal basis as per the terms and conditions contained in this Agreement. The Lessee 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 DMRC the Authority shall not be liable for the same in any manner whatsoever to the Lessee; and
l) The Lessee shall make its own arrangements in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable Permits, particularly in relation to safety and environmental regulations.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Representations and Warranties of the Lessee. The Lessee (in the case of Consortium each member) represents and warrants to DMRC thatas follows:
(a) It The Lessee is a corporation duly organizedincorporated, validly existing and in good standing under the laws of India;Delaware.
(b) It The Lessee has full all requisite corporate power and authority to execute, deliver and perform its obligations under this Amendment, the Security Agreement and to carry out the transactions contemplated each Operative Agreement, as amended 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 undertake the development of Leased Space(s);
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 by the Lessee of this Amendment, the Security Agreement and the Operative Agreements, as amended hereby, and the performance by the Lessee of its respective obligations hereunder and thereunder, have been duly authorized by all necessary corporate action and do not and will not conflict withnot: (i) violate any provision of the Lessee's certificate of incorporation or by-laws; (ii) violate any provision of any law, rule or regulation presently in effect applicable to the Lessee, which violation or violations would have individually or in the aggregate, a Material Adverse Effect; (iii) result in the a breach of, or constitute a default under under, any indenture, loan or accelerate performance required by any of the terms of the Memorandum and Articles of Association of the Lessee credit agreement, or any Applicable Law other agreement or any covenant, agreement, understanding, decree or order instrument to which the Lessee is a party or by which Lessee or any of its properties or assets are may be bound or affected;
g) There are no actions, suitswhich breaches or defaults would have, proceedings or investigations pending or to the Lessee’s knowledge threatened against the Lessee at law or in equity before any Court or before any other judicial, quasi judicial or other authority, the outcome of which may constitute the Lessee Event of Default or which individually or in the aggregate may result in aggregate, a Material Adverse Effect;
h; or (iv) It has no knowledge result in, or require the creation of imposition of, any Lien of any violation nature upon or default with respect to any order, writ, injunction of the properties now owned or any decree of any court or any legally binding order of any government authority which may result in Material Adverse Effect;hereafter acquired by Lessee (other than the security interest contemplated by the Lease and by the Security Agreement).
i) It has complied with all Applicable Law and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
j(d) No representation authorization, consent, license, approval or warranty other action by or formal exemption from, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Lessee contained herein of this Amendment, the Security Agreement or in any other document furnished by the Lessee to DMRC or to any government authority 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;
k) The Lessee also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above Operative Agreements, as amended hereby, except as referred to in Section 4(b).
(e) This Amendment, the Security Agreement and hereby confirms that DMRC shall not each of the other Operative Agreements, as amended hereby, constitute legal, valid and binding obligations of the Lessee enforceable against the Lessee in accordance with their respective terms, except as enforcement may be liable for limited by bankruptcy, insolvency, arrangement, reorganization, moratorium or other similar laws affecting the same in any manner whatsoever enforcement of creditors' rights generally and by general principles of equity.
(f) There is no pending or, to the knowledge of Lessee; and
l) The , threatened action or proceeding affecting the Lessee shall make its own arrangements in engagement or any of its staff and labour and shall at no point represent Subsidiaries before any court, governmental agency or arbitrator, in which there is a reasonable probability of an adverse decision which, if adversely determined, would have a Material Adverse Effect or which purports to affect the legality, validity or claim that enforceability of this Amendment, the staffSecurity Agreement or any of the Operative Agreements, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable Permits, particularly in relation to safety and environmental regulationsas amended hereby.
Appears in 1 contract
Samples: Participation Agreement (Consolidated Freightways Corp)
Representations and Warranties of the Lessee. 1.15.1 The Lessee (in the case of Consortium each member) represents and warrants to DMRC that:DOT that –
a) It is duly organized, 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 it has the financial standing and capacity to undertake the development Project in accordance with the terms of Leased Space(s)this Agreement;
eb) This this Agreement constitutes its legal, valid and binding obligation obligation, enforceable against it in accordance with the terms hereof, and the obligations under this Agreement will be legally valid, binding and enforceable obligations against the Lessee in accordance with the terms hereof;
fc) The 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 hereunder including any obligation, liability or responsibility hereunder;
d) 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 e) 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 Memorandum and Articles of Association of the Lessee or any Applicable Law or any covenantcovenants, contract, agreement, arrangement, understanding, decree or order to which the Lessee it is a party or by which Lessee it or any of its properties or assets are bound or affected;
g) . There are no actions, suits, proceedings or investigations pending or or, to the Lessee’s knowledge its knowledge, threatened against the Lessee it at law or in equity before any Court court or before any other judicial, quasi quasi-judicial or other authority, the outcome of which may constitute result in the Lessee Event breach of Default this Agreement or which individually or in the aggregate may result in a Material Adverse Effectany material impairment of its ability to perform any of its obligations under this Agreement;
h) 1.15.2 It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or of any legally binding order of any government authority Government instrumentality which may result in Material Adverse Effect;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
i) 1.15.3 It has complied with all Applicable Law 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
1.15.4 In the event of the Lessee being a Special Purpose Company (“SPC”) formed by a consortium, the shareholding pattern of its issued, subscribed and paid up equity capital conforms to the representations made by the Selected Bidder as part of the Bid and that as on the date of this Agreement, shareholding pattern of its issued, subscribed and paid up equity capital is as follows: [*****](The “Lead Member”) % [*****] %
1.15.5 The shareholding of the members, in case of consortium shall not transfer either direct and/or indirect legal or beneficial ownership of any shares or securities convertible into shares that causes any violation of the lock in restrictions specified in clause 1.13.
1.15.6 In the event of the Lessee being a Special Purpose Company (“SPC”) formed by a consortium, the members of the consortium shall ensure that the individual shareholding of the consortium members in the issued, subscribed and paid up equity capital of the SPC shall not fall below 5% during the Lease Period.
1.15.7 All rights and interests in the Project Assets shall pass to and vest in DOT on the Transfer Date, free and clear of all encumbrances, without any further act or deed on its part or DOT, and that none of the Project Assets shall be acquired by it, subject to such agreement under which a security interest or lien or encumbrance is retained by any person, save and except as expressly provided in this Agreement;
j) 1.15.8 No representation or warranty by the Lessee contained herein or in any other document furnished by the Lessee to DMRC DOT or to any government authority 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;
k) The Lessee 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 DMRC shall not be liable for the same in any manner whatsoever to the Lessee; and
l) The Lessee shall make 1.15.9 No sums, in cash or kind, have been paid or will be paid, by or on its own arrangements behalf, 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 influence any officer or employee of DOT in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable Permits, particularly in relation to safety and environmental regulationsconnection therewith.
Appears in 1 contract
Samples: Lease Cum Development Agreement
Representations and Warranties of the Lessee. The Lessee (in the case of Consortium each member) represents and warrants to DMRC that:
a(i) It is duly organized, 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(iii) 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(iv) It has the financial standing and capacity to undertake the development of Leased Space(s)Project;
e(v) This Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
f(vi) 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 Memorandum and Articles of Association of the Lessee or any Applicable Law or any covenant, agreement, understanding, decree or order to which the Lessee Concessionaire is a party or by which Lessee Concessionaire or any of its properties or assets are bound or affected;
g(vii) There are no actions, suits, proceedings or investigations pending or to the Lessee’s Lessee‟s knowledge threatened against the Lessee at law or in equity before any Court court or before any other judicial, quasi judicial or other authority, the outcome of which may constitute the Lessee Event of Default or which individually or in the aggregate may result in a Material Adverse Effect;
h(viii) 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 authority which may result in Material Adverse Effect;
i(ix) It has complied with all Applicable Law and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
j(x) No representation or warranty by the Lessee contained herein or in any other document furnished by the Lessee to DMRC or to any government authority 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
k(xi) The Lessee 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 DMRC shall not be liable for the same in any manner whatsoever to the The Lessee; and.
l(xii) The Lessee shall make its own arrangements in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable applicable Permits, particularly in relation to safety and environmental regulations.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties of the Lessee. The Lessee (in the case of Consortium each member) represents Lesseerepresents and warrants to DMRC thatthe Lessorthat:
(a) It it is duly organizedorganised, 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 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 AgreementXxxxx Xxxx;
d(c) It it has the financial standing and capacity to undertake the development of Leased Space(s)Project;
e(d) This Agreement this Lease Deed constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
f(e) The the execution, delivery and performance of this Agreement Lease Deed will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the Lessee's Memorandum and Articles of Association of the Lessee or any Applicable Law Laws or any covenant, agreement, understanding, decree or order to which the Lessee it is a party or by which Lessee it or any of its properties or assets are bound or affected;
g(f) There there are no actions, suits, proceedings or investigations pending or to the Lessee’s 's knowledge threatened against the Lessee it at law or in equity before any Court court or before any other judicial, quasi quasi- judicial or other authority, the outcome of which may constitute the Lessee Event of Default or which individually or in the aggregate may result in a Material Adverse Effect;
h(g) 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 authority Government Agency which may result in Material Adverse Effect;
i(h) It it has complied with all Applicable Law 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;
(i) subject to receipt by the Lessee from the Lessorof any amount due under any of the provisions of this Lease Deed, in the manner and to the extent provided for under the applicable provisions of this Lease Deed all rights and interests of the Lessee in and to the Project shall pass to and vest in the Lessoron the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Lessee or the Lessor;
(j) No no representation or warranty by the Lessee contained herein or in any other document furnished by it to the Lessee to DMRC or Lessoror to any government authority 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;
(k) Without prejudice to any express provision contained in this Lease Deed, the Lessee acknowledges that prior to the execution of this Lease Deed, the Lessee has after a complete and careful examination made an independent evaluation of the Project, and the information provided by the Lessor, 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 Lessee in the course of performance of its obligations hereunder.
(l) The Lessee 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 DMRC shall the Lessorshall not be liable for the same in any manner whatsoever to the Lessee; and
l) The Lessee shall make its own arrangements in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable Permits, particularly in relation to safety and environmental regulations.
Appears in 1 contract
Samples: Lease Deed
Representations and Warranties of the Lessee. The Lessee hereby represents, warrants and covenants to Authority for itself that (in the case of Consortium each member) represents and warrants to DMRC that:"Lessee Warranties"):
a) It a. it is duly organized, validly existing and in good standing under the laws of India;
b) It b. it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c) It c. it has taken all necessary corporate and other action under the Applicable Laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement;
d) It d. it has the financial standing and capacity to undertake the development Project (Development of Leased Space(s)Corporate office in accordance with the terms of this Agreement;
e) This e. this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
f) The f. it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
g. the information furnished by the Lessee as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
h. the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the Memorandum Lessee's memorandum and Articles articles of Association of the Lessee association or any Applicable Law Laws or any covenant, agreement, understanding, decree or order to which the Lessee it is a party or by which Lessee it or any of its properties or assets are bound or affected;
g) There i. there are no actions, suits, proceedings or investigations pending or to the Lessee’s knowledge threatened against the Lessee it at law or in equity before any Court court or before any other judicial, quasi quasi-judicial or other authority, the outcome of which may constitute the Lessee Event of Default or which individually or in the aggregate may result in a Material Adverse Effect;
h) It j. it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any government authority agency which may result in Material Adverse Effect;
i) It k. it shall at no time undertake or permit any change in ownership except in accordance with the provisions of Article 3.3 of this Agreement;
l. it has complied with all Applicable Law Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse EffectEffect on its ability to perform its obligations under this Agreement;
j) No m. all rights and interests of the Lessee in and to the Leased Land and Corporate office shall pass to and vest in the Authority on the Transfer Date free and clear of all Encumbrances without any further act or deed on the part of the Lessee or the Authority;
n. no representation or warranty by the Lessee contained herein or in any other document furnished by it to the Lessee to DMRC Authority or to any government authority Government Agency in relation to Applicable Permits contains or will shall contain any untrue statement of material fact or omits or will nor shall it omit to state a material fact necessary to make such representation or warranty not misleading;
k) o. all its rights and interests of the Corporate office 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 Movable assets shall be acquired by the Lessee, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person.
p. no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the lease or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith;
q. Without prejudice to any express provision contained in this Agreement, the Lessee acknowledges that prior to the execution of this Agreement, the Lessee has after a complete and careful examination made an independent evaluation of the Leased Land, 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 Lessee in the course of performance of its obligations hereunder.
r. The Lessee has the due expertise, experience, skills, have obtained necessary registrations, and done all the statutory compliances, licenses, resources, supervisory abilities and infrastructure to provide the construction and other services and matters related to the Corporate office on principal to principal basis as per the terms and conditions contained in this Agreement. The Lessee 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 DMRC the Authority shall not be liable for the same in any manner whatsoever to the Lessee; and
l) The Lessee shall make its own arrangements in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable Permits, particularly in relation to safety and environmental regulations.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties of the Lessee. The Lessee (in the case of Consortium each member) represents and warrants to DMRC that:
a) It is duly organized, 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 undertake the development of Leased Space(sLand (area);
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 Memorandum and Articles of Association of the Lessee or any Applicable Law or any covenant, agreement, understanding, decree or order to which the Lessee is a party or by which Lessee or any of its properties or assets are bound or affected;
g) There are no actions, suits, proceedings or investigations pending or to the Lessee’s Lessee‟s knowledge threatened against the Lessee at law or in equity before any Court or before any other judicial, quasi judicial or other authority, the outcome of which may constitute the Lessee Event of Default or which individually or in the aggregate may result in a 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 authority which may result in Material Adverse Effect;
i) It has complied with all Applicable Law and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
j) No representation or warranty by the Lessee contained herein or in any other document furnished by the Lessee to DMRC or to any government authority 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;
k) The Lessee 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 DMRC shall not be liable for the same in any manner whatsoever to the Lessee; and
l) The Lessee shall make its own arrangements in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable Permits, particularly in relation to safety and environmental regulations.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties of the Lessee. 1.15.1 The Lessee (in the case of Consortium each member) represents and warrants to DMRC that:DOT that –
a) It is duly organized, 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 it has the financial standing and capacity to undertake the development Project in accordance with the terms of Leased Space(s)this Agreement;
eb) This this Agreement constitutes its legal, valid and binding obligation obligation, enforceable against it in accordance with the terms hereof, and the obligations under this Agreement will be legally valid, binding and enforceable obligations against the Lessee in accordance with the terms hereof;
fc) The 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 hereunder including any obligation, liability or responsibility hereunder;
d) 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 e) 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 Memorandum and Articles of Association of the Lessee or any Applicable Law or any covenantcovenants, contract, agreement, arrangement, understanding, decree or order to which the Lessee it is a party or by which Lessee it or any of its properties or assets are bound or affected;
g) . There are no actions, suits, proceedings or investigations pending or or, to the Lessee’s knowledge its knowledge, threatened against the Lessee it at law or in equity before any Court court or before any other judicial, quasi quasi-judicial or other authority, the outcome of which may constitute result in the Lessee Event breach of Default this Agreement or which individually or in the aggregate may result in a Material Adverse Effectany material impairment of its ability to perform any of its obligations under this Agreement;
h) 1.15.2 It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or of any legally binding order of any government authority Government instrumentality which may result in Material Adverse Effect;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
i) 1.15.3 It has complied with all Applicable Law 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
1.15.4 In the event of the Lessee being a Special Purpose Company (“SPC”) formed by a consortium, the shareholding pattern of its issued, subscribed and paid up equity capital conforms to the representations made by the Selected Bidder as part of the Bid and that as on the date of this Agreement, shareholding pattern of its issued, subscribed and paid up equity capital is as follows: [*****](The “Lead Member”) % [*****] %
1.15.5 The shareholding of the members, in case of consortium shall not transfer either direct and/or indirect legal or beneficial ownership of any shares or securities convertible into shares that causes any violation of the lock in restrictions specified in clause 1.13.
1.15.6 In the event of the Lessee being a Special Purpose Company (“SPC”) formed by a consortium, the members of the consortium shall ensure that the individual shareholdingof the consortium members in the issued, subscribed and paid up equity capital of the SPC shall not fall below 5% during the Lease Period.
1.15.7 All rights and interests in the Project Assets shall pass to and vest in DOTon the Transfer Date, free and clear of all encumbrances, without any further act or deed on its part or DOT, and that none of the Project Assets shall be acquired by it, subject to such agreement under which a security interest or lien or encumbrance is retained by any person, save and except as expressly provided in this Agreement;
j) 1.15.8 No representation or warranty by the Lessee contained herein or in any other document furnished by the Lessee to DMRC DOT or to any government authority 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;
k) The Lessee 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 DMRC shall not be liable for the same in any manner whatsoever to the Lessee; and
l) The Lessee shall make 1.15.9 No sums, in cash or kind, have been paid or will be paid, by or on its own arrangements behalf, 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 influence any officer or employee of DOT in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable Permits, particularly in relation to safety and environmental regulationsconnection therewith.
Appears in 1 contract
Samples: Lease Cum Development Agreement
Representations and Warranties of the Lessee. The Lessee (in the case of Consortium each member) represents and warrants to DMRC that:each of the other parties hereto that as of the Closing Date and the date of each Advance (except to the extent that any such representation or warranty relates to an earlier date):
(a) It is duly organized, validly existing and in good standing under the laws of India[Reserved];
(b) It has full power The execution and authority delivery by the Lessee of this Agreement and the other applicable Operative Agreements to execute, deliver which the Lessee is a party as of such date and perform the performance by the Lessee of its obligations under this Agreement and the other applicable Operative Agreements to carry out which the transactions contemplated hereby;
c) It has taken all necessary corporate Lessee is a party do not 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 undertake the development of Leased Space(s);
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 withresult in, result in or require, the breach of, constitute a default under creation or accelerate performance required by imposition of any of Lien (other than pursuant to the terms of the Memorandum and Articles of Association Operative Agreements) on any asset of the Lessee;
(c) [Reserved];
(d) Except as set forth on EXHIBIT K, there are no actions, --------- suits or proceedings pending or, to Lessee's knowledge, threatened against the Lessee in any court or before any Governmental Authority (nor shall any order, judgment or decree have been issued or, to the knowledge of the Lessee, proposed to be issued by any Governmental Authority against the Lessee to set aside, restrain, enjoin or prevent the full performance of any Operative Agreement or any Applicable Law transaction contemplated thereby) that (i) concern the Property or Lessee's interest therein, (ii) question the validity or enforceability of any covenant, agreement, understanding, decree or order Operative Agreement to which the Lessee is a party or the overall transaction described in the Operative Agreements to which the Lessee is a party or (iii) have or could reasonably be expected to have a Material Adverse Effect (but only as of the Closing Date with respect to a Material Adverse Effect of the type referred to in clause (a) of the definition thereof);
(e) No Governmental Action by which Lessee any Governmental Authority or other authorization, registration, consent, approval, waiver, notice or other action by, to or of any other Person pursuant to any Legal Requirement or any contract, indenture, instrument or agreement or for any other reason is required to authorize or is required in connection with (i) the execution, delivery or performance by Lessee of its properties or assets are bound or affected;
g) There are no actions, suits, proceedings or investigations pending or any Operative Agreement to the Lessee’s knowledge threatened against which the Lessee at law is a party, (ii) the legality, validity, binding effect or in equity before enforceability against Lessee of any Court or before any other judicial, quasi judicial or other authority, the outcome of Operative Agreement to which may constitute the Lessee Event is a party, (iii) the acquisition, ownership, construction, completion, occupancy, operation, leasing or subleasing by Lessee of Default the Property or (iv) the Construction Agent's request for any Advance, in each case, except those which individually have been obtained and are in full force and effect or in where failure to obtain the aggregate may result in same could not reasonably be expected to have a Material Adverse Effect;
h(f) It has Upon the execution and delivery of the Lease Supplement to the Lease, (i) the Lessee will have unconditionally accepted the Property subject to the Lease Supplement, and (ii) no knowledge of any violation or default offset will exist with respect to any order, writ, injunction Rent or other sums payable under the Lease;
(g) [Reserved];
(h) All information with respect to Lessee or any decree of any court its Affiliates heretofore or contemporaneously herewith furnished in writing by Lessee (or any legally binding order of any government authority which may result in Material Adverse Effect;
iits Affiliates) It has complied with all Applicable Law and has not been subject to any finesthe Agent, penalties, injunctive relief the Lessor or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
j) No representation or warranty by the Lessee contained herein Primary Financing Party for purposes of or in any other document furnished by connection with this Agreement and the Lessee to DMRC transactions contemplated hereby is true and accurate in every material respect on the date as of which such information is dated or to any government authority in relation to Applicable Permits contains or will contain any untrue statement of material fact or omits or will certified, and such information, taken as a whole, does not omit to state a any material fact necessary to make such representation or warranty information, taken as a whole, not misleading; provided, that no representation is made with respect to competitor, market, forward - looking or any other information provided to the Credit Parties by third parties unrelated to any Credit Party and attributed to such third party;
(i) The principal place of business, chief executive office and office of the Construction Agent and the Lessee where the documents, accounts and records relating to the transactions contemplated by this Agreement and each other Operative Agreement are kept are located at 0000 Xxxxxxxx Xxxx Xxxxx, Xxxxx Xxxxxx, XX 00000 or, following the Completion Date, at the address of the Property, and the states of formation and the chief executive offices of each other Credit Party are located at the places set forth in EXHIBIT L; ---------
(j) The representations and warranties of Lessee set forth in any of the Operative Agreements are true and correct. There exists no Lease Default or Lease Event of Default under any of the Operative Agreements which is continuing and which has not been cured within any cure period expressly granted under the terms of the applicable Operative Agreement or otherwise waived in accordance with the applicable Operative Agreement;
(k) The Lessee also acknowledges Property being financed consists of (i) a leasehold interest in unimproved Land or (ii) a leasehold interest in Land and hereby accepts existing Improvements thereon which Improvements are either suitable for occupancy at the risk time of inadequacyground leasing or will be demolished, mistake or error renovated and/or modified in or relating to any accordance with the terms of this Agreement;
(l) [Reserved];
(m) [Reserved];
(n) [Reserved];
(o) [Reserved];
(p) [Reserved];
(q) [Reserved];
(i) The Security Documents create, as security for the Obligations (as such term is defined in the Security Agreement), valid and enforceable security interests in, and Liens on, all of the matters Collateral, in favor of the Agent, for the benefit of the Secured Parties and such security interests and Liens are subject to no other Liens other than Liens that are expressly set forth above and hereby confirms that DMRC shall not be liable for as title exceptions on the same title commitment issued in any manner whatsoever accordance with Section 5.3(g) with respect to the LesseeProperty; and
l(ii) The Lease Agreement creates, as security for the obligations of the Lessee shall make its own arrangements under the Lease Agreement, valid and enforceable security interests in, and Liens on, the Property leased thereunder, in engagement favor of the Lessor, and such security interests and Liens are subject to no other Liens other than Liens that are expressly set forth as title exceptions on the title commitment issued in accordance with Section 5.3(g) with respect to the Property.
(i) Neither Lessee nor any Subsidiary of Lessee is engaged principally, or as one of its staff more important activities, in the business of extending credit for the purposes of buying or carrying Margin Stock (as defined in Regulation U).
(ii) No part of the proceeds of any Advance will be used, whether directly or indirectly, and labour whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board including Regulation T, U or X.
(t) Except as otherwise could not reasonably be expected to have a Material Adverse Effect, to Lessee's knowledge, which knowledge is based solely upon its review of that certain Phase I environmental report delivered pursuant to Section 5.3(h):
(i) The Property (including soils, surface waters, groundwaters on, at or under the Property) does not contain and shall is not otherwise affected by, and to Lessee's knowledge has not previously contained or been affected by, any Hazardous Substance in amounts or concentrations which (A) constitute or constituted a violation of applicable Environmental Laws or (B) could give rise to liability or obligation under applicable Environmental Laws;
(ii) The Property and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there are no Hazardous Substances at, under or about the Property or such operations which could reasonably be expected to interfere with the continued operation of the Property;
(iii) Lessee and all Subsidiaries of Lessee have obtained, are in compliance with, and have made all appropriate filings for issuance or renewal of, all environmental permits with respect to the Property, and all such environmental permits are in full force and effect;
(iv) Neither Lessee nor any Subsidiary thereof has received any notice of violation, alleged violation, noncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws, in each case, with respect to the Property, nor does Lessee have knowledge or reason to believe that any such notice will be received or is being threatened;
(v) Hazardous Substances have not been transported or disposed of from the Property in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, applicable Environmental Laws, nor have any Hazardous Substances been generated, treated, stored or disposed of at, on or under the Property in violation of, or in a manner which could reasonably be expected to give rise to liability under, any applicable Environmental Laws;
(vi) No judicial proceedings or governmental or administrative action is pending, or threatened, under any applicable Environmental Law with respect to the Property to which Lessee or any Subsidiary thereof has been or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any applicable Environmental Law with respect to the Property;
(vii) There has been no release, or threat of release, of Hazardous Substances at no point represent or from the Property, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under applicable Environmental Laws; and
(viii) Neither Lessee nor any Subsidiary of Lessee (A) has failed to comply with any applicable Environmental Law or claim that to obtain, maintain or comply with any applicable permit, license or other approval required under any applicable Environmental Law or (B) has become subject to any Environmental Law or (C) has become subject to any Environmental Claim.
(u) The issuance, sale and delivery of the staffTranche A Notes and the interests in the Operative Agreements under the circumstances contemplated hereby do not require the registration or qualification of such Tranche A Notes or interests under the Securities Act, labour are being recruited any state securities laws, or the Trust Indenture Act of 1939. Neither Lessee nor Guarantor nor anyone authorized to act on any Credit Party's behalf has, directly or indirectly, solicited any offers to acquire, offered or sold: (i) any interest in the Tranche A Notes, the Property, the Lease or the Operative Agreements in violation of Section 5 of the Securities Act or any state securities laws, or (ii) any interest in any security or lease the offering of which, for purposes of the Securities Act or any state securities laws, would be deemed to be part of the same offering as the offering of the aforementioned interests. Neither the Credit Parties nor anyone authorized to act on their behalf was involved in (y) offering or soliciting offers for the Tranche A Notes (or any similar securities) or (z) selling Notes (or any similar securities) to any Person other than the Tranche A Note Purchasers and on behalf of DMRCTranche B Lenders identified and contacted by the Placement Agent and not more than seventy-one (71) other institutional investors.
(v) The Property is located in Fairfax County, Virginia. The Property and any present use and presently anticipated future use thereof by Lessee shall at and its agents, assignees, employees, invitees, lessees, licensees and tenants comply with all times comply Legal Requirements (including zoning and represent land use laws and Environmental Laws) and Insurance Requirements, except for such instances of non-compliance that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No notices, complaints or orders of violation or non-compliance or liability have been issued to a Credit Party or, to the staff best of its knowledge, threatened by any Person with respect to the Property or the present or intended future use thereof, except for such violations and labour employed / engaged by them instances of non-compliance as could not reasonably be expected to have, individually or in the requirement for complying with Applicable Laws aggregate, a Material Adverse Effect, and Applicable PermitsLessee and Guarantor are not aware of any circumstances which could give rise to the issuance of any such notices, particularly in relation to safety and environmental regulationscomplaints or orders.
Appears in 1 contract
Samples: Participation Agreement (Capital One Financial Corp)
Representations and Warranties of the Lessee. The Lessee (in the case of Consortium each member) represents and warrants to DMRC that:
a(i) It is duly organized, 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(iii) 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(iv) It has the financial standing and capacity to undertake the development of Leased Space(s)Project;
e(v) This Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
f(vi) 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 Memorandum and Articles of Association of the Lessee or any Applicable Law or any covenant, agreement, understanding, decree or order to which the Lessee Concessionaire is a party or by which Lessee Concessionaire or any of its properties or assets are bound or affected;
g(vii) There are no actions, suits, proceedings or investigations pending or to the Lessee’s knowledge threatened against the Lessee at law or in equity before any Court court or before any other judicial, quasi judicial or other authority, the outcome of which may constitute the Lessee Event of Default or which individually or in the aggregate may result in a Material Adverse Effect;
h(viii) 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 authority which may result in Material Adverse Effect;
i(ix) It has complied with all Applicable Law and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
j(x) No representation or warranty by the Lessee contained herein or in any other document furnished by the Lessee to DMRC or to any government authority 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
k(xi) The Lessee 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 DMRC shall not be liable for the same in any manner whatsoever to the The Lessee; and.
l(xii) The Lessee shall make its own arrangements in engagement of its staff and labour and shall at no point represent to or claim that the staff, labour are being recruited for and on behalf of DMRC. The Lessee shall at all times comply and represent to the staff and labour employed / engaged by them the requirement for complying with Applicable Laws and Applicable applicable Permits, particularly in relation to safety and environmental regulations.
Appears in 1 contract
Samples: Lease Agreement