Representations and Warranties of the Operator. The Operator represents and warrants to the Authority that: 5.1.1 It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; 5.1.2 It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein; 5.1.3 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 and to validly exercise its rights and perform its obligations under this agreement; 5.1.4 Along with its Associates, it has the financial standing and capacity to undertake the Project; 5.1.5 the obligations of the Operator under this Agreement will be legally valid, binding and enforceable against it in accordance with the terms hereof; 5.1.6 It is subject to laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereof; 5.1.7 All the information furnished in the Bid is, and shall be true and correct as on the Appointed Date and true, correct and accurate in all respects; 5.1.8 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 Operator or any member of the Consortium 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 is bound or affected; 5.1.9 There are no actions, suits, proceedings, or investigations pending or, to the Operator’s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations and duties under this Agreement; 5.1.10 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 governmental agency which may result in any Material Adverse Effect or impairment of the Operator’s ability to perform its obligations and duties under this Agreement; 5.1.11 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 on its financial condition or its ability to perform its obligations and duties under this Agreement; 5.1.12 The Operator have the financial standing and resources necessary for undertaking and implementing the Project in accordance with this Agreement; 5.1.13 Each Consortium Member was and is duly organized and existing under the laws of the jurisdiction of its incorporation and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; 5.1.14 All rights and interests of the Operator in and to the Project shall pass to and vest in the Authority on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part of the Operator or the Authority and that none of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except as expressly provided in this Agreement; 5.1.15 No representation or warranty by the Operator contained herein or in any other document furnished by it to the Authority, or to any Governmental 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 misleading; 5.1.16 It warrants that no sums, in cash or kind, have been paid or will be paid by or on behalf of the Operator, to any person by way of fees, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith. 5.1.17 all information provided by the {Selected Bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and 5.1.18 all undertakings and obligations of the Operator arising from the Request for Proposal or otherwise shall be binding on the Operator as if they form part of this Agreement.
Appears in 3 contracts
Samples: Operation and Maintenance Agreement, Operation and Maintenance Agreement, Operation and Maintenance Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority that:
5.1.1 It (a) it is duly organized, organised and validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It India, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereinhereby;
5.1.3 It (b) it has taken all necessary corporate and other action actions under Applicable Laws to authorise the execution and its constitutional documents to authorize the execution, delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along (c) along with its Associates, it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
5.1.5 (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations of the Operator under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
5.1.6 It (e) it is subject to the laws of India with respect to this Agreement India, and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofof this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
5.1.7 All (f) the information furnished in the Bid is, and shall be as updated on or before the date of this Agreement is true and correct as on the Appointed Date and true, correct and accurate in all respectsrespects as on the date of this Agreement;
5.1.8 The (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the memorandum its Memorandum and articles Articles of Association {or those of the Operator or Selected Bidder/ any member of the Consortium Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 There (h) there are no actions, suits, proceedings, or investigations pending or, to the Operator’s its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any material impairment of its ability to perform any of its obligations and duties under this Agreement;
5.1.10 It (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency Government Instrumentality which may result in any Material Adverse Effect or impairment of the Operator’s material adverse effect on its ability to perform its obligations under this Agreement and duties no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
5.1.11 It (j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect a material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The Operator (k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3; and that the {Selected Bidder/ Consortium Members}, together with {its/their} Associates, shall hold not less than 51% (fifty one per cent) of its issued and paid up Equity on the date of this Agreement; {and that no Member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Qualification shall hold less than 26% (twenty six per cent) of the issued and paid up Equity till [***];
(l) {the Selected Bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
5.1.13 Each (m) {the Selected Bidder/ each Consortium Member was and Member} is duly organized organised and validly existing under the laws of the jurisdiction of its incorporation incorporation, and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All (n) all its rights and interests of in the Operator in and to the Project Maintenance Depots shall pass to and vest in the Authority on the Transfer/ Termination Transfer Date free and clear of all liens, claimsclaims and Encumbrances, and Encumbrances without any further act or deed on the its part or that of the Operator or the Authority Authority, and that none of the Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person person, save and except as expressly provided in this Agreement;
5.1.15 No (o) no representation or warranty by the Operator it contained herein or in any other document furnished by it to the Authority, Authority or to any Governmental agency Government Instrumentality in relation to applicable permits 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;
5.1.16 It warrants that (p) no sums, in cash or kind, have been paid or will be paid paid, by it or on behalf of the Operatorits behalf, to any person by way of fees, commission or otherwise for rights granted herein securing the Agreement or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith.; and
5.1.17 (q) all information provided by the {Selected Bidder/ Consortium Members} in response to the Request for Proposal Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 all undertakings and obligations of the Operator arising from the Request for Proposal or otherwise shall be binding on the Operator as if they form part of this Agreement.
Appears in 2 contracts
Samples: Public Private Partnership Agreement, Model Concession Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority SPV that:
5.1.1 It (a) it is duly organized, organised and validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It India, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereinhereby;
5.1.3 It (b) it has taken all necessary corporate and other action actions under Applicable Laws to authorise the execution and its constitutional documents to authorize the execution, delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along with its Associates, (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
5.1.5 (d) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof and the obligations of the Operator under this Agreement will be legally valid, binding and enforceable obligations against it the Operator in accordance with the terms hereof;
5.1.6 It (e) it is subject to the laws of India with respect to this Agreement India, and it hereby expressly and irrevocably waives any immunity in any other jurisdiction in respect thereofof this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
5.1.7 All (f) the information furnished in the Bid is, and shall be as updated on or before the date of this Agreement is true and correct as on the Appointed Date and true, correct and accurate in all respectsrespects as on the date of this Agreement;
5.1.8 The (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the memorandum Operator's Memorandum and articles Articles of Association of the Operator or any member of the Consortium or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 There (h) there are no actions, suits, proceedings, or investigations pending against the Operator or any of its Associates or, to the Operator’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 result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any material impairment of its ability to perform any of its obligations and duties under this Agreement;
5.1.10 It (i) the Operator or any of its Associates 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 governmental agency Government Instrumentality which may result in any Material Adverse Effect or impairment of material adverse effect on the Operator’s 's ability to perform its obligations under this Agreement and duties no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
5.1.11 It (j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect a material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The (k) the Operator and its Associates have the financial standing and resources to fund the required equity and to raise the debt necessary for undertaking to undertake and implementing implement the Project in accordance with this Agreement;
5.1.13 Each Consortium Member was (1) it shall at no times undertake or permit any change in Ownership except in accordance with the provisions of Clause 5.3 and is duly organized and that the existing under the laws of the jurisdiction promoters together with their Associates hold not less than 100% (one hundred per cent) of its incorporation issued and has full power paid-up equity as on the date of this Agreement, and authority to, consent that the respective holding of each promoter conforms to and has validly consented to and requested the Authority to enter into this Agreement with representation made by the Operator pursuant to and accepted by the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All rights and interests of the Operator in and to the Project shall pass to and vest in the Authority on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the SPV as a part of the Operator or the Authority and that none of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except as expressly provided in this AgreementBid;
5.1.15 No representation or warranty by the Operator contained herein or in any other document furnished by it to the Authority, or to any Governmental 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 misleading;
5.1.16 It warrants that no sums, in cash or kind, have been paid or will be paid by or on behalf of the Operator, to any person by way of fees, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith.
5.1.17 all information provided by the {Selected Bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 all undertakings and obligations of the Operator arising from the Request for Proposal or otherwise shall be binding on the Operator as if they form part of this Agreement.
Appears in 1 contract
Samples: Operation Services Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority DTTDC that:
5.1.1 It (a) it is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It India, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereinhereby;
5.1.3 It (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorize the execution, execution and delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along with its Associates, (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
5.1.5 (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations of the Operator under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
5.1.6 It (e) it is subject to the laws of India with respect to this Agreement India, and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofof this Agreement or matters arising there under including any obligation, liability or responsibility hereunder;
5.1.7 All (f) the information furnished in the Bid is, and shall be as updated on or before the date of this Agreement is true and correct as on the Appointed Date and true, correct and accurate in all respectsrespects as on the date of this Agreement;
5.1.8 The (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the memorandum its Memorandum and articles Articles of Association of the Operator or any member of the Consortium / Rules or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 There (h) there are no actions, suits, proceedings, or investigations pending or, to the Operator’s its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any material impairment of its ability to perform any of its obligations and duties under this Agreement;
5.1.10 It (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency Government Instrumentality which may result in any Material Adverse Effect or impairment of the Operator’s material adverse effect on its ability to perform its obligations under this Agreement and duties no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
5.1.11 It (j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect a material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The Operator have (k) the financial standing existing Lead Consortium Members hold not less than 51% (fifty – one percent) of it’s issued and resources necessary for undertaking paid up Equity and implementing together with the Project in accordance with existing consortium member hold not less than 100% as on the date of this AgreementAgreement and the respective holding of each Consortium Member conforms to the representation made by the Consortium and accepted by the DTTDC as part of the Bid and that no member of the Consortium shall hold less than 26% (twenty six per cent) of such as per the provisions of Article 6.3;
5.1.13 Each Consortium Member was (l) no order has been made and is duly organized and existing under no resolution has been passed for the laws of the jurisdiction of its incorporation and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All rights and interests of the Operator in and to the Project shall pass to and vest in the Authority on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part winding up of the Operator or the Authority and that none for a provisional liquidator to be appointed in respect of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject and no petition has been presented and no meeting has been convened for the purpose of winding up the Operator. No receiver has been appointed in respect of the Operator or all or any of its assets. The Operator is not insolvent or unable to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except pay its debts as expressly provided in this Agreement;they fall due.
5.1.15 No (m) no representation or warranty by the Operator it contained herein or in any other document furnished by it to the Authority, DTTDC or to any Governmental agency Government Instrumentality in relation to applicable permits 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;
5.1.16 It warrants that (n) no sums, in cash or kind, have been paid or will be paid paid, by it or on behalf of the Operatorits behalf, to any person by way of fees, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority DTTDC in connection therewith.
5.1.17 all information provided by the {Selected Bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 (o) it shall not novate the Agreement and any rights and obligation arising therefrom to any party without any written approval from the DTTDC
(p) The operator shall strictly adhere to and comply with all undertakings statuatory compliances as arising out of an industrial law and obligations or notifications circulars received by Government of India, Stater govt and or any other subsequal arrangement made in the existing laws circulars, notifications from time to time till the completion of this agreement.
(q) No representation shall be made by the operators to the employees/workers that they were the employees of the Operator arising from DTTDC. All such employee working in the Request for Proposal or otherwise project facility / Cafeteria shall be binding on the Operator as if they form part of this Agreement.operator
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority DTTDC that:
5.1.1 It (a) it is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It India, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereinhereby;
5.1.3 It (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorize the execution, execution and delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along with its Associates, (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
5.1.5 (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations of the Operator under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
5.1.6 It (e) it is subject to the laws of India with respect to this Agreement India, and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofof this Agreement or matters arising there under including any obligation, liability or responsibility hereunder;
5.1.7 All (f) the information furnished in the Bid is, and shall be as updated on or before the date of this Agreement is true and correct as on the Appointed Date and true, correct and accurate in all respectsrespects as on the date of this Agreement;
5.1.8 The (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the memorandum its Memorandum and articles Articles of Association of the Operator or any member of the Consortium / Rules or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 There (h) there are no actions, suits, proceedings, or investigations pending or, to the Operator’s its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi- judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any material impairment of its ability to perform any of its obligations and duties under this Agreement;
5.1.10 It (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency Government Instrumentality which may result in any Material Adverse Effect or impairment of the Operator’s material adverse effect on its ability to perform its obligations under this Agreement and duties no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
5.1.11 It (j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect a material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The Operator have (k) the financial standing existing Lead Consortium Members hold not less than 51% (fifty – one percent) of it’s issued and resources necessary for undertaking paid up Equity and implementing together with the Project in accordance with existing consortium member hold not less than 100% as on the date of this AgreementAgreement and the respective holding of each Consortium Member conforms to the representation made by the Consortium and accepted by the DTTDC as part of the Bid and that no member of the Consortium shall hold less than 26% (twenty six per cent) of such as per the provisions of Article 6.3;
5.1.13 Each Consortium Member was (l) no order has been made and is duly organized and existing under no resolution has been passed for the laws of the jurisdiction of its incorporation and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All rights and interests of the Operator in and to the Project shall pass to and vest in the Authority on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part winding up of the Operator or the Authority and that none for a provisional liquidator to be appointed in respect of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject and no petition has been presented and no meeting has been convened for the purpose of winding up the Operator. No receiver has been appointed in respect of the Operator or all or any of its assets. The Operator is not insolvent or unable to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except pay its debts as expressly provided in this Agreement;they fall due.
5.1.15 No (m) no representation or warranty by the Operator it contained herein or in any other document furnished by it to the Authority, DTTDC or to any Governmental agency Government Instrumentality in relation to applicable permits 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;
5.1.16 It warrants that (n) no sums, in cash or kind, have been paid or will be paid paid, by it or on behalf of the Operatorits behalf, to any person by way of fees, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority DTTDC in connection therewith.
5.1.17 all information provided by the {Selected Bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 (o) it shall not novate the Agreement and any rights and obligation arising therefrom to any party without any written approval from the DTTDC
(p) The operator shall strictly adhere to and comply with all undertakings statutory compliances as arising out of an industrial laws and obligations or notifications circulars received by Government of India, State Government and or any other subs equal arrangement made in the existing laws circulars, notifications from time to time till the completion of this agreement.
(q) No representation shall be made by the operators to the employees/workers that they were the employees of the Operator arising from DTTDC. All such employee working in the Request for Proposal or otherwise project facility / Fine dining and Banqueting shall be binding on the Operator as if they form part of this Agreement.operator
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority that:
5.1.1 It (a) it is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It India, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereinhereby;
5.1.3 It (b) it has taken all necessary corporate and other action actions under Applicable Laws to authorise the execution and its constitutional documents to authorize the execution, delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along (c) along with its Associates, it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
5.1.5 (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations of the Operator under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
5.1.6 It (e) it is subject to the laws of India with respect to this Agreement India, and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofof this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
5.1.7 All (f) the information furnished in the Bid is, and shall be as updated on or before the date of this Agreement is true and correct as on the Appointed Date and true, correct and accurate in all respectsrespects as on the date of this Agreement;
5.1.8 The (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the memorandum its Memorandum and articles Articles of Association or those of the Operator or Selected Bidder/ any member of the Consortium or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 There (h) there are no actions, suits, proceedings, or investigations pending or, to the Operator’s its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi- judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any material impairment of its ability to perform any of its obligations and duties under this Agreement;
5.1.10 It (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency Authority Instrumentality which may result in any Material Adverse Effect or impairment of the Operator’s material adverse effect on its ability to perform its obligations under this Agreement and duties no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
5.1.11 It (j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect a material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The Operator have the financial standing and resources necessary for undertaking and implementing the Project (k) it shall at no time undertake or permit any Change in Ownership except in accordance with this Agreement;
5.1.13 Each Consortium Member was and is duly organized and existing under the laws provisions of the jurisdiction of its incorporation and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All rights and interests of the Operator in and to the Project shall pass to and vest in the Authority on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part of the Operator or the Authority Clause 5.3; and that none of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except as expressly provided in this Agreement;
5.1.15 No representation or warranty by the Operator contained herein or in any other document furnished by it to the Authority, or to any Governmental 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 misleading;
5.1.16 It warrants that no sums, in cash or kind, have been paid or will be paid by or on behalf of the Operator, to any person by way of fees, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith.
5.1.17 all information provided by the {Selected Bidder/ Consortium Members} , together with its/their Associates, shall hold not less than
(i) 51% (fifty one per cent) of its issued and paid up Equity on the date of this Agreement and a period of 3 (three) years from the date of COD; and
(ii) 26% (twenty six per cent) thereof, or such lower proportion as may be permitted by the Authority during the remaining Term; and that no Member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 all undertakings and obligations shall hold less than 26% (twenty six per cent) of the Operator arising from the Request for Proposal or otherwise shall be binding on the Operator as if they form part of this Agreement.issued and paid up Equity till [***];
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority that:
5.1.1 It (a) it is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It India, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereinhereby;
5.1.3 It (b) it has taken all necessary corporate and other action actions under Applicable Laws to authorise the execution and its constitutional documents to authorize the execution, delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along (c) along with its Associates, it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
5.1.5 (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations of the Operator under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
5.1.6 It (e) it is subject to the laws of India with respect to this Agreement India, and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofof this Agreement or matters arising there under including any obligation, liability or responsibility hereunder;
5.1.7 All (f) the information furnished in the Bid is, and shall be as updated on or before the date of this Agreement is true and correct as on the Appointed Date and true, correct and accurate in all respectsrespects as on the date of this Agreement;
5.1.8 The (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the memorandum its Memorandum and articles Articles of Association or those of the Operator or Selected Bidder/ any member of the Consortium or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 There (h) there are no actions, suits, proceedings, or investigations pending or, to the Operator’s its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any material impairment of its ability to perform any of its obligations and duties under this Agreement;
5.1.10 It (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency Authority Instrumentality which may result in any Material Adverse Effect or impairment of the Operator’s material adverse effect on its ability to perform its obligations under this Agreement and duties no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
5.1.11 It (j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect a material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The Operator have the financial standing and resources necessary for undertaking and implementing the Project (k) it shall at no time undertake or permit any Change in Ownership except in accordance with this Agreement;
5.1.13 Each Consortium Member was and is duly organized and existing under the laws provisions of the jurisdiction of its incorporation and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All rights and interests of the Operator in and to the Project shall pass to and vest in the Authority on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part of the Operator or the Authority Clause 5.3; and that none of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except as expressly provided in this Agreement;
5.1.15 No representation or warranty by the Operator contained herein or in any other document furnished by it to the Authority, or to any Governmental 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 misleading;
5.1.16 It warrants that no sums, in cash or kind, have been paid or will be paid by or on behalf of the Operator, to any person by way of fees, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith.
5.1.17 all information provided by the {Selected Bidder/ Consortium Members} , together with its/their Associates, shall hold not less than
(i) 51% (fifty one per cent) of its issued and paid up Equity on the date of this Agreement and a period of 3 (three) years from the date of COD; and
(ii) 26% (twenty six per cent) thereof, or such lower proportion as may be permitted by the Authority during the remaining Term; and that no Member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 all undertakings and obligations shall hold less than 26% (twenty six per cent) of the Operator arising from the Request for Proposal or otherwise shall be binding on the Operator as if they form part of this Agreement.issued and paid up Equity till [***];
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority that:
5.1.1 It (a) it is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It India, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereinhereby;
5.1.3 It (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorize the execution, execution and delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along with its Associates, (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
5.1.5 (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations of the Operator under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
5.1.6 It (e) it is subject to the laws of India with respect to this Agreement India, and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofof this Agreement or matters arising there under including any obligation, liability or responsibility hereunder;
5.1.7 All (f) the information furnished in the Bid is, and shall be as updated on or before the date of this Agreement is true and correct as on the Appointed Date and true, correct and accurate in all respectsrespects as on the date of this Agreement;
5.1.8 The (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the memorandum its Memorandum and articles Articles of Association of the Operator or any member of the Consortium / Rules or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 There (h) there are no actions, suits, proceedings, or investigations pending or, to the Operator’s its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any material impairment of its ability to perform any of its obligations and duties under this Agreement;
5.1.10 It (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency Government Instrumentality which may result in any Material Adverse Effect or impairment of the Operator’s material adverse effect on its ability to perform its obligations under this Agreement and duties no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
5.1.11 It (j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect a material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The Operator have (k) no order has been made and no resolution has been passed for the financial standing and resources necessary for undertaking and implementing the Project in accordance with this Agreement;
5.1.13 Each Consortium Member was and is duly organized and existing under the laws of the jurisdiction of its incorporation and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All rights and interests of the Operator in and to the Project shall pass to and vest in the Authority on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part winding up of the Operator or the Authority and that none for a provisional liquidator to be appointed in respect of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject and no petition has been presented and no meeting has been convened for the purpose of winding up the Operator. No receiver has been appointed in respect of the Operator or all or any of its assets. The Operator is not insolvent or unable to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except pay its debts as expressly provided in this Agreement;they fall due.
5.1.15 No (l) no representation or warranty by the Operator it contained herein or in any other document furnished by it to the Authority, Authority or to any Governmental agency Government Instrumentality in relation to applicable permits 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;
5.1.16 It warrants that (m) no sums, in cash or kind, have been paid or will be paid paid, by it or on behalf of the Operatorits behalf, to any person by way of fees, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith.
5.1.17 all information provided by the {Selected Bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 (n) it shall not novate the Agreement and any rights and obligation arising therefrom to any party without any written approval from the Authority
(o) The operator shall strictly adhere to and comply with all undertakings statutory compliances as arising out of industrial laws and obligations or notifications circulars received by Government of India, State Government and or any other subs equal arrangement made in the existing laws circulars, notifications from time to time till the completion of this agreement.
(p) No representation shall be made by the operators to the employees/workers that they were the employees of the Operator arising from Authority. All such employee working in the Request for Proposal or otherwise project facility shall be binding on the Operator as if they form part of this Agreementoperator.
Appears in 1 contract
Samples: Operation & Maintenance Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority that:
5.1.1 It (a) it is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It India, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereinhereby;
5.1.3 It (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorize the execution, execution and delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along (c) along with its Associates, it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
5.1.5 (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations of the Operator under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
5.1.6 It (e) it is subject to the laws of India with respect to this Agreement India, and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofof this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
5.1.7 All (f) the information furnished in the Bid is, and shall be as updated on or before the date of this Agreement is true and correct as on the Appointed Date and true, correct and accurate in all respectsrespects as on the date of this Agreement;
5.1.8 The (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the memorandum its Memorandum and articles Articles of Association or those of the Operator or Selected Bidder/ any member of the Consortium or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 There (h) there are no actions, suits, proceedings, or investigations pending or, to the Operator’s its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any material impairment of its ability to perform any of its obligations and duties under this Agreement;
5.1.10 It (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency Authority Instrumentality which may result in any Material Adverse Effect or impairment of the Operator’s material adverse effect on its ability to perform its obligations under this Agreement and duties no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
5.1.11 It (j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect a material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The Operator (k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3; and that the Selected Bidder/ Consortium Members, together with its/their Associates, shall hold not less than
(i) 51% (fifty-one per cent) of its issued and paid-up Equity on the date of this Agreement and a period of 3 (three) years from the date of COD; and
(ii) 26% (twenty-six per cent) thereof, or such lower proportion as may be permitted by the Authority during the remaining Term; and that no Member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Proposal shall hold less than 26% (twenty-six per cent) of the issued and paid-up Equity till [***];
(l) the Selected Bidder/ Consortium Members and its/their Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
5.1.13 Each (m) the Selected Bidder/ each Consortium Member was and is duly organized and validly existing under the laws of the jurisdiction of its incorporation incorporation, and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All (n) all its rights and interests of in the Operator in and to the Project Maintenance Depots shall pass to and vest in the Authority on the Transfer/ Termination Transfer Date free and clear of all liens, claimsclaims and Encumbrances, and Encumbrances without any further act or deed on the its part or that of the Operator or the Authority Authority, and that none of the Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person person, save and except as expressly provided in this Agreement;
5.1.15 No (o) no representation or warranty by the Operator it contained herein or in any other document furnished by it to the Authority, Authority or to any Governmental agency Authority Instrumentality in relation to applicable permits 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;
5.1.16 It warrants that (p) no sums, in cash or kind, have been paid or will be paid paid, by it or on behalf of the Operatorits behalf, to any person by way of fees, commission or otherwise for rights granted herein securing the Agreement or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith.; and
5.1.17 (q) all information provided by the {Selected Bidder/ Consortium Members} Members in response to the Request for Proposal Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 all undertakings and obligations of the Operator arising from the Request for Proposal or otherwise shall be binding on the Operator as if they form part of this Agreement.
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority that:
5.1.1 It (a) it is duly organized, organised and validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It India, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereinhereby;
5.1.3 It (b) it has taken all necessary corporate and other action actions under Applicable Laws to authorise the execution and its constitutional documents to authorize the execution, delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along (c) along with its Associates, it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
5.1.5 (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations of the Operator under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
5.1.6 It (e) it is subject to the laws of India with respect to this Agreement India, and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofof this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
5.1.7 All (f) the information furnished in the Bid is, and shall be as updated on or before the date of this Agreement is true and correct as on the Appointed Date and true, correct and accurate in all respectsrespects as on the date of this Agreement;
5.1.8 The (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the memorandum its Memorandum and articles Articles of Association {or those of the Operator or Selected Bidder/ any member of the Consortium Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 There (h) there are no actions, suits, proceedings, or investigations pending or, to the Operator’s its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any material impairment of its ability to perform any of its obligations and duties under this Agreement;
5.1.10 It (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency Authority Instrumentality which may result in any Material Adverse Effect or impairment of the Operator’s material adverse effect on its ability to perform its obligations under this Agreement and duties no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
5.1.11 It (j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect a material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The Operator (k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3; and that the {Selected Bidder/ Consortium Members}, together with {its/their} Associates, shall hold not less than (i) 51% (fifty one per cent) of its issued and paid up Equity on the date of this Agreement and a period of [3 (three)] years from the date of COD; and (ii) 26% (twenty six per cent) thereof, or such lower proportion as may be permitted by the Authority during the remaining Term; {and that no Member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Qualification shall hold less than 26% (twenty six per cent) of the issued and paid up Equity till [***];
(l) {the Selected Bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
5.1.13 Each (m) {the Selected Bidder/ each Consortium Member was and Member} is duly organized organised and validly existing under the laws of the jurisdiction of its incorporation incorporation, and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All (n) all its rights and interests of in the Operator in and to the Project Maintenance Depots shall pass to and vest in the Authority on the Transfer/ Termination Transfer Date free and clear of all liens, claimsclaims and Encumbrances, and Encumbrances without any further act or deed on the its part or that of the Operator or the Authority Authority, and that none of the Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person person, save and except as expressly provided in this Agreement;
5.1.15 No (o) no representation or warranty by the Operator it contained herein or in any other document furnished by it to the Authority, Authority or to any Governmental agency Authority Instrumentality in relation to applicable permits 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;
5.1.16 It warrants that (p) no sums, in cash or kind, have been paid or will be paid paid, by it or on behalf of the Operatorits behalf, to any person by way of fees, commission or otherwise for rights granted herein securing the Agreement or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith.; and
5.1.17 (q) all information provided by the {Selected Bidder/ Consortium Members} in response to the Request for Proposal Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 all undertakings and obligations of the Operator arising from the Request for Proposal or otherwise shall be binding on the Operator as if they form part of this Agreement.
Appears in 1 contract
Samples: Model Concession Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority PHTPB that:;
5.1.1 i) It is duly organizedcompetent, validly existing having valid existence and in good standing under as per the laws of the jurisdiction of its incorporationIndia;
5.1.2 ii) It has full power and authority to execute, deliver and .and perform its obligations under this Agreement Contract and to carry out the transactions contemplated hereinhereby;
5.1.3 iii) It has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorize authorise the execution, delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementContract;
5.1.4 Along with its Associates, it iv) It has the financial standing and capacity to undertake the Project;
5.1.5 the obligations of the Operator under this Agreement will be legally validv) This Contract constitutes its legal, valid and binding and obligation enforceable against it It in accordance with the terms hereof;
5.1.6 vi) It is subject to civil and commercial laws of India with respect to this Agreement Contract and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereof;
5.1.7 vii) All the information furnished in the Bid Operator's Proposal is, and shall be be, true and correct as on the Appointed Proposal Acceptance Date and true, correct the Balance Sheet and accurate in all respectsProfit and Loss Account of the Operator for the "Project" for each of the Financial Years after the Proposal Acceptance Date furnished to the PHTPB shall give true and fair view of the financial affairs of the Operator;
5.1.8 viii) It shall furnish a copy of the audited accounts of the Operator within 180 (one hundred and eighty) days of the close of each Financial Year after the Proposal Acceptance Date and any material change subsequent to the date of such accounts shall be notified to the PHTPB by the Operator within 30 (thirty) days of its occurrence and warrants that the accounts and the information furnished as aforesaid shall be true and correct;
ix) The execution, delivery and performance of this Agreement will Contract shall not be in conflict withwith/ or, result in the breach of, constitute constituting a default under or accelerate performance required by any of the terms of the memorandum Operator's Memorandum and articles Articles of Association of the Operator or any member of the Consortium or any Applicable Laws or any covenant, agreementContract, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 x) There are no actions, suits, proceedings, or investigations pending or, to the Operator’s 's knowledge, threatened against threatening it at law or in equity before any court or before any other judicial, quasi-quasi judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or Contract which individually or in the aggregate aggregate, may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations and duties under this Agreement;
5.1.10 It Contract; xi] The Operator 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 governmental agency Competent Authority which may result in any Material Adverse Effect or impairment of the Operator’s 's ability to perform its obligations and duties under this Agreement;
5.1.11 It Contract; xii] The Operator has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief injunctions or any other civil Civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect on its financial condition or its ability to perform its obligations and duties under this AgreementContract;
5.1.12 The Operator have the financial standing and resources necessary for undertaking and implementing the Project in accordance with this Agreement;
5.1.13 Each Consortium Member was and is duly organized and existing under the laws of the jurisdiction of its incorporation and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All rights and interests of the Operator in and to the Project shall pass to and vest in the Authority on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part of the Operator or the Authority and that none of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except as expressly provided in this Agreement;
5.1.15 No representation or warranty by the Operator contained herein or in any other document furnished by it to the Authority, or to any Governmental 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 misleading;
5.1.16 It warrants that no sums, in cash or kind, have been paid or will be paid by or on behalf of the Operator, to any person by way of fees, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith.
5.1.17 all information provided by the {Selected Bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 all undertakings and obligations of the Operator arising from the Request for Proposal or otherwise shall be binding on the Operator as if they form part of this Agreement.
Appears in 1 contract
Samples: Management Contract
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority that:
5.1.1 It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein;
5.1.3 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 and to validly exercise its rights and perform its obligations under this agreement;
5.1.4 Along with its Associates, it has the financial standing and capacity to undertake the Project;
5.1.5 the obligations of the Operator under this Agreement will be legally valid, binding and enforceable against it in accordance with the terms hereof;
5.1.6 It is subject to laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereof;
5.1.7 All the information furnished in the Bid is, and shall be true and correct as on the Appointed Date and true, correct correct, and accurate in all respects;
5.1.8 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 Operator or any member of the Consortium or any Applicable Laws or any covenant, agreement, understanding, decree decree, or order to which, it is a Party or by which it or any of its properties or assets is bound or affected;
5.1.9 There are no actions, suits, proceedings, or investigations pending or, to the Operator’s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations and duties under this Agreement;
5.1.10 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 governmental agency which may result in any Material Adverse Effect or impairment of the Operator’s ability to perform its obligations and duties under this Agreement;
5.1.11 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 on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The Operator have the financial standing and resources necessary for undertaking and implementing the Project in accordance with this Agreement;
5.1.13 Each Consortium Member was and is duly organized and existing under the laws of the jurisdiction of its incorporation and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All rights and interests of the Operator in and to the Project shall pass to and vest in the Authority on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part of the Operator or the Authority and that none of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except as expressly provided in this Agreement;
5.1.15 No representation or warranty by the Operator contained herein or in any other document furnished by it to the Authority, or to any Governmental 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 misleading;
5.1.16 It warrants that no sums, in cash or kind, have been paid or will be paid by or on behalf of the Operator, to any person by way of fees, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith.
5.1.17 all information provided by the {Selected Bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 all undertakings and obligations of the Operator arising from the Request for Proposal or otherwise shall be binding on the Operator as if they form part of this Agreement.
Appears in 1 contract
Samples: Operation and Maintenance Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority Temple office that:
5.1.1 It (a) it is duly organizedset up, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It India, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereinhereby;
5.1.3 It (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorize the execution, execution and delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along with its Associates, (c) it has the adequate financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
5.1.5 (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations of the Operator under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
5.1.6 It (e) it is subject to the laws of India with respect to this Agreement India, and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofof this Agreement or matters arising there under including any obligation, liability or responsibility hereunder;
5.1.7 All (f) the information furnished in the Bid is, and shall be as updated on or before the date of this Agreement is true and correct as on the Appointed Date and true, correct and accurate in all respectsrespects as on the date of this Agreement and the Operator shall always during the Agreement period, provide correct information to the Temple office;
5.1.8 The (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the memorandum its Memorandum and articles Articles of Association of the Operator or any member of the Consortium / Bye Laws and or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 There (h) there are no actions, suits, proceedings, or investigations pending or, to the Operator’s its knowledge, threatened against it at law or in equity before any court 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 Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any material impairment of its ability to perform any of its obligations and duties under this Agreement;
5.1.10 It (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency Government Instrumentality which may result in any Material Adverse Effect or impairment of the Operator’s material adverse effect on its ability to perform its obligations under this Agreement and duties no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
5.1.11 It (j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect a material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The Operator have (k) no order has been made and no resolution has been passed for the financial standing and resources necessary for undertaking and implementing the Project in accordance with this Agreement;
5.1.13 Each Consortium Member was and is duly organized and existing under the laws of the jurisdiction of its incorporation and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All rights and interests of the Operator in and to the Project shall pass to and vest in the Authority on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part winding up of the Operator or the Authority and that none for a provisional liquidator to be appointed in respect of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject and no petition has been presented and no meeting has been convened for the purpose of winding up the Operator. No receiver has been appointed in respect of the Operator or all or any of its assets. The Operator is not insolvent or unable to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except pay its debts as expressly provided in this Agreement;they fall due.
5.1.15 No (l) no representation or warranty by the Operator it contained herein or in any other document furnished by it to the Authority, Temple office or to any Governmental agency Government Instrumentality in relation to applicable permits 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;
5.1.16 It warrants that (m) no sums, in cash or kind, have been paid or will be paid paid, by it or on behalf of the Operatorits behalf, to any person by way of fees, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority Temple office in connection therewith.
5.1.17 all information provided by the {Selected Bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 (n) it shall not novate or assign the Agreement and all undertakings or any rights and obligations obligation arising therefrom to any party without permission of the Operator arising from the Request for Proposal or otherwise shall be binding on the Operator as if they form part of this Agreement.Temple office
Appears in 1 contract
Samples: Concession Agreement
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority Brajrajnagar Municipality that:
5.1.1 It a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationIndia;
5.1.2 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 hereinhereby;
5.1.3 It 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 and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along with its Associates, d) it has the financial standing and capacity to undertake the Project;
5.1.5 the obligations of the Operator under e) this Agreement will be legally validconstitutes its legal, valid and binding and obligation enforceable against it in accordance with the terms hereofhere of;
5.1.6 It is subject to laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereof;
5.1.7 All f) the information furnished in the Bid is, and shall be true and correct as on the Appointed Date and true, correct and accurate in all respects;
5.1.8 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 Operator's Memorandum and articles Articles of Association of the Operator or any member of the Consortium or any Applicable Laws or any covenant, agreement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is are bound or affected;
5.1.9 There g) there are no actions, suits, proceedings, proceedings or investigations pending or, or to the Operator’s knowledge, 's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome Brajrajnagar Municipality of which may result in the breach constitute Operator Event of or constitute a default of the Operator under this Agreement Default or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations and duties under this AgreementEffect;
5.1.10 It 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 governmental agency Government Agency which may result in any Material Adverse Effect or impairment of the Operator’s ability to perform its obligations and duties under this AgreementEffect;
5.1.11 It 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 on its financial condition or its ability Effect;
j) subject to perform its obligations and duties receipt by the Operator from Brajrajnagar Municipality of any amount due under any of the provisions of this Agreement;
5.1.12 The Operator have , in the financial standing manner and resources necessary to the extent provided for undertaking and implementing the Project in accordance with this Agreement;
5.1.13 Each Consortium Member was and is duly organized and existing under the laws applicable provisions of the jurisdiction of its incorporation and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All all rights and interests of the Operator in and to the Project Facilities shall pass to and vest in the Authority Brajrajnagar Municipality on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part of the Operator or the Authority and that none of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except as expressly provided in this AgreementBrajrajnagar Municipality;
5.1.15 No k) no representation or warranty by the Operator contained herein or in any other document furnished by it to the Authority, Brajrajnagar Municipality or to any Governmental agency Government Agency in relation to applicable permits 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;
5.1.16 It warrants that no sums, in cash l) No bribe or kind, have illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Operator, Operator to any person by way to procure the Contract.
m) Without prejudice to any express provision contained in this Agreement, the Operator acknowledges that prior to the execution of feesthis Agreement, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee the Operator has after a complete and careful examination made an independent evaluation of the Authority in connection therewith.
5.1.17 all Secondary Collection Points and Workshops, and the information provided by Brajrajnagar Municipality, and has determined to its satisfaction the {Selected Bidder/ Consortium Members} nature and extent of risks and hazards as are likely to arise or may be faced by the Operator in response to the Request for Proposal or otherwise, is to the best course of performance of its knowledge obligations here under. The Operator also acknowledges and beliefhereby accepts the risk of inadequacy, true and accurate mistake or error in all material respects; and
5.1.18 all undertakings and obligations or relating to any of the Operator arising from the Request for Proposal or otherwise shall be binding on the Operator as if they form part of this Agreement.matters set forth above and hereby confirms that Brajrajnagar
Appears in 1 contract
Samples: Operation & Management Contract
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority DTTDC that:
5.1.1 It (a) it is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It India, and has full power and authority to execute, deliver execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereinhereby;
5.1.3 It (b) it has taken all necessary corporate and other action actions under Applicable Laws and its constitutional documents to authorize the execution, execution and delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreementAgreement;
5.1.4 Along with its Associates, (c) it has the financial standing and capacity to undertake the ProjectProject in accordance with the terms of this Agreement;
5.1.5 (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations of the Operator under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
5.1.6 It (e) it is subject to the laws of India with respect to this Agreement India, and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereofof this Agreement or matters arising there under including any obligation, liability or responsibility hereunder;
5.1.7 All (f) the information furnished in the Bid is, and shall be as updated on or before the date of this Agreement is true and correct as on the Appointed Date and true, correct and accurate in all respectsrespects as on the date of this Agreement;
5.1.8 The (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under under, or accelerate performance required by any of the terms of the memorandum its Memorandum and articles Articles of Association of the Operator or any member of the Consortium / Rules or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which, which it is a Party party or by which it or any of its properties or assets is bound or affected;
5.1.9 There (h) there are no actions, suits, proceedings, or investigations pending or, to the Operator’s its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any material impairment of its ability to perform any of its obligations and duties under this Agreement;
5.1.10 It (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency Government Instrumentality which may result in any Material Adverse Effect or impairment of the Operator’s material adverse effect on its ability to perform its obligations under this Agreement and duties no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
5.1.11 It (j) it has complied with all Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect a material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;
5.1.12 The Operator have (k) the financial standing existing Lead Consortium Members hold not less than 51% (fifty – one percent) of it’s issued and resources necessary for undertaking paid up Equity and implementing together with the Project in accordance with existing consortium member hold not less than 100% as on the date of this AgreementAgreement and the respective holding of each Consortium Member conforms to the representation made by the Consortium and accepted by the DTTDC as part of the Bid and that no member of the Consortium shall hold less than 26% (twenty six per cent) of such as per the provisions of Article 6.3;
5.1.13 Each Consortium Member was (l) no order has been made and is duly organized and existing under no resolution has been passed for the laws of the jurisdiction of its incorporation and has full power and authority to, consent to and has validly consented to and requested the Authority to enter into this Agreement with the Operator pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
5.1.14 All rights and interests of the Operator in and to the Project shall pass to and vest in the Authority on the Transfer/ Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part winding up of the Operator or the Authority and that none for a provisional liquidator to be appointed in respect of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Operator subject and no petition has been presented and no meeting has been convened for the purpose of winding up the Operator. No receiver has been appointed in respect of the Operator or all or any of its assets. The Operator is not insolvent or unable to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except pay its debts as expressly provided in this Agreement;they fall due.
5.1.15 No (m) no representation or warranty by the Operator it contained herein or in any other document furnished by it to the Authority, DTTDC or to any Governmental agency Government Instrumentality in relation to applicable permits 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;
5.1.16 It warrants that (n) no sums, in cash or kind, have been paid or will be paid paid, by it or on behalf of the Operatorits behalf, to any person by way of fees, commission or otherwise for rights granted herein or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority DTTDC in connection therewith.
5.1.17 all information provided by the {Selected Bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and
5.1.18 (o) it shall not novate the Agreement and any rights and obligation arising therefrom to any party without any written approval from the DTTDC
(p) The operator shall strictly adhere to and comply with all undertakings statutory compliances as arising out of industrial laws and obligations or notifications circulars received by Government of India, State government and or any other subsequent arrangement made in the existing laws circulars, notifications from time to time till the completion of this agreement.
(q) No representation shall be made by the operators to the employees/workers that they were the employees of the Operator arising from DTTDC. All such employee working in the Request for Proposal or otherwise project facility / Cafeteria shall be binding on the Operator as if they form part of this Agreement.operator
Appears in 1 contract
Samples: Concession Agreement
