Common use of Representations, warranties and undertakings of the Concessionaire Clause in Contracts

Representations, warranties and undertakings of the Concessionaire. The Concessionaire represents, warrants and undertakes to the Authority that: (a) it is duly organised and validly existing under the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (b) it has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (d) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (f) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (g) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (h) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association {or those of any Member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (i) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial, Government Instrumentality or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (j) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (k) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (l) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3; (m) {the Selected Bidder/each of the Consortium Members} and its Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (n) {the Selected Bidder/each of the Consortium Members} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (o) all its rights and interests in the Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; (p) no representation or warranty given by it contained herein or in any other document furnished by it to the Authority, including the Bid or to any Government Instrumentality in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty not misleading; (q) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (r) all information provided by the {the Selected Bidder/each of the 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; (s) agree that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or government acts; and (t) consents generally in respect of the enforcement of any judgment against it in any proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings.

Representations, warranties and undertakings of the Concessionaire. 7.1.1 The Concessionaire represents, warrants and undertakes to the Authority that: (a) it is duly organised and validly existing under the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (b) it has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (d) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (f) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (g) the information furnished in the Bid and as updated on or before the date of this Agreement Execution Date is true and accurate in all respects as on the date of this AgreementExecution Date; (h) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association {or those of any Member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (i) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial, Government Instrumentality or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (j) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (k) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (l) 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 or Consortium Members], together with {its or their} Associates, hold not less than [51% (fifty one per cent)] of its issued and paid up equity as on the date of this Agreement; and that no Member of the Consortium whose technical and financial capacity was evaluated for the purpose of pre-qualification and short- listing in response to the Request for Proposal shall, during [2 (two)] years commencing from the Operation Date , hold less than [26% (twenty six per cent)] of such equity; (m) the {the Selected Bidder/each of the Consortium Members} and its {its/their} Associates have the financial standing and resources to fund the required Equity equity and to raise the debt necessary for undertaking and implementing the augmentation/construction works for the Project in accordance with this Agreement; (n) the {the Selected Bidder/each of the Consortium Members} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (o) the cost of augmenting the District Hospital and the construction/development of the Medical College shall not exceed the Total Project Cost, without obtaining a prior written consent of the Authority; (p) all its rights and interests in the Project shall pass to and vest in the Authority on the Transfer Expiry Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any personPerson, save and except as expressly provided in this Agreement; (pq) no representation or warranty given by it contained herein or in any other document furnished by it to the Authority, including the Bid or to any Government Instrumentality in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty not misleading; (qr) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (rs) all information provided by the {the Selected Bidder/each of the Consortium Members} Bidder 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; (st) agree that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or government acts; and; (tu) consents generally in respect of the enforcement of any judgment against it in any proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings; and (v) further representations as may be added depending on the specific circumstances of the Concessionaire.

Representations, warranties and undertakings of the Concessionaire. The Concessionaire represents, warrants and undertakes to the Authority that: (a) it is duly organised and validly existing under the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (b) it has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (d) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (f) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (g) the information furnished in the Bid and as updated on or before the date of this Agreement Execution Date is true and accurate in all respects as on the date of this AgreementExecution Date; (h) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association {or those of any Member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (i) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial, Government Instrumentality or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (j) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (k) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (l) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause Article 5.3; and that the [Selected Bidder or Consortium Members], together with {its or their} Associates, hold not less than [51% (fifty one per cent)] of its issued and paid up Equity as on the date of this Agreement; and that no Member of the Consortium whose technical and financial capacity was evaluated for the purpose of pre-qualification and short-listing in response to the Request for Proposal shall, during 2 (two) years commencing from Project COD, hold less than 26% (twenty six per cent) of such Equity which shall also be no less than 5% (five per cent) of the Total Project Cost; (m) the {the Selected Bidder/each of the Consortium Members} and its {its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (n) the {the Selected Bidder/each of the Consortium Members} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (o) all its rights and interests in the Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any personPerson, save and except as expressly provided in this Agreement; (p) no representation or warranty given by it contained herein or in any other document furnished by it to the Authority, including the Bid or to any Government Instrumentality in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty not misleading; (q) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (r) all information provided by the {the (Selected Bidder/each of the Bidder/ Consortium Members} Member) 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; (s) agree that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or government acts; and; (t) consents generally in respect of the enforcement of any judgment against it in any proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings; and (u) further representations as may be added depending on the specific circumstances of the Concessionaire.

Representations, warranties and undertakings of the Concessionaire. The Concessionaire represents, warrants and undertakes to the Authority that: (a) it is duly organised and validly existing under the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (b) it has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (d) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (f) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (g) the information furnished in the Bid and as updated on or before the date of this Agreement Execution Date is true and accurate in all respects as on the date of this AgreementExecution Date; (h) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association {or those of any Member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (i) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial, Government Instrumentality or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (j) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (k) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (l) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause Article 5.3; and that the [Selected Bidder or Consortium Members], together with {its or their} Associates, hold not less than [51% (fifty one per cent)] of its issued and paid up Equity as on the date of this Agreement; and that no Member of the Consortium whose technical and financial capacity was evaluated for the purpose of pre-qualification and short-listing in response to the Request for Proposal shall, during [2 (two)] years commencing from Project COD, hold less than 26% (twenty six per cent) of such Equity which shall also be no less than 5% (five per cent) of the Total Project Cost; (m) the {the Selected Bidder/each of the Consortium Members} and its {its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (n) the {the Selected Bidder/each of the Consortium Members} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (o) all its rights and interests in the Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any personPerson, save and except as expressly provided in this Agreement; (p) no representation or warranty given by it contained herein or in any other document furnished by it to the Authority, including the Bid or to any Government Instrumentality in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty not misleading; (q) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (r) all information provided by the {the (Selected Bidder/each of the Bidder/ Consortium Members} Member) 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; (s) agree that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or government acts; and; (t) consents generally in respect of the enforcement of any judgment against it in any proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings; and (u) further representations as may be added depending on the specific circumstances of the Concessionaire.

Representations, warranties and undertakings of the Concessionaire. 7.1.1 The Concessionaire represents, warrants and undertakes to the Authority that: (a) it is duly organised and validly existing under the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (b) it has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (d) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (f) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (g) the information furnished in the Bid and as updated on or before the date of this Agreement Execution Date is true and accurate in all respects as on the date of this AgreementExecution Date; (h) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association {or those of any Member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (i) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial, Government Instrumentality or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (j) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (k) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (l) 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 or Consortium Members], together with {its or their} Associates, hold not less than [51% (fifty one per cent)] of its issued and paid up equity as on the date of this Agreement; and that no Member of the Consortium whose technical and financial capacity was evaluated for the purpose of pre-qualification and short- listing in response to the Request for Proposal shall, during [2 (two)] years commencing from the Operation Date, hold less than [26% (twenty six per cent)] of such equity; (m) the {the Selected Bidder/each of the Consortium Members} and its {its/their} Associates have the financial standing and resources to fund the required Equity equity and to raise the debt necessary for undertaking and implementing the augmentation/construction works for the Project in accordance with this Agreement; (n) the {the Selected Bidder/each of the Consortium Members} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (o) the cost of augmenting the District Hospital and the construction/development of the Medical College shall not exceed the Total Project Cost, without obtaining a prior written consent of the Authority; (p) all its rights and interests in the Project shall pass to and vest in the Authority on the Transfer Expiry Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any personPerson, save and except as expressly provided in this Agreement; (pq) no representation or warranty given by it contained herein or in any other document furnished by it to the Authority, including the Bid or to any Government Instrumentality in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty not misleading; (qr) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (rs) all information provided by the {the Selected Bidder/each of the Consortium Members} Bidder 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; (st) agree that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or government acts; and; (tu) consents generally in respect of the enforcement of any judgment against it in any proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings; and (v) further representations as may be added depending on the specific circumstances of the Concessionaire.

Representations, warranties and undertakings of the Concessionaire. The Concessionaire represents, warrants and undertakes to the Authority that: (a) it is duly organised and validly existing under the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (b) it has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (d) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (f) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (g) the information furnished in the Bid and as updated on or before the date of this Agreement Execution Date is true and accurate in all respects as on the date of this AgreementExecution Date; (h) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association {or those of any Member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (i) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial, Government Instrumentality or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (j) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (k) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (l) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause Article 5.3; and that the Selected Bidder or Consortium Members, together with {its or their} Associates, hold not less than 51% (fifty one per cent) of its issued and paid up Equity as on the date of this Agreement; and that no Member of the Consortium whose technical and financial capacity was evaluated for the purpose of pre-qualification and short-listing in response to the Request for Qualification shall, during 2 (two) years commencing from Project COD, hold less than 26% (twenty six per cent) of such Equity which shall also be no less than 5% (five per cent) of the Total Project Cost; (m) the {the Selected Bidder/each of the Consortium Members} and its {its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (n) the {the Selected Bidder/each of the Consortium Members} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (o) all its rights and interests in the Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any personPerson, save and except as expressly provided in this Agreement; (p) no representation or warranty given by it contained herein or in any other document furnished by it to the Authority, including the Bid or to any Government Instrumentality in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty not misleading; (q) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (r) all information provided by the {the (Selected Bidder/each of the Consortium Members} ) in response to the Request for Qualification and Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; (s) agree that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or government acts; and; (t) consents generally in respect of the enforcement of any judgment against it in any proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings; and (u) further representations as may be added depending on the specific circumstances of the Concessionaire.

Representations, warranties and undertakings of the Concessionaire. 7.1.1 The Concessionaire represents, warrants and undertakes to the Authority that: (a) it is duly organised and validly existing under the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (b) it has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (d) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (f) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (g) the information furnished in the Bid and as updated on or before the date of this Agreement Execution Date is true and accurate in all respects as on the date of this AgreementExecution Date; (h) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association {or those of any Member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (i) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial, Government Instrumentality or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (j) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (k) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (l) 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 or Consortium Members], together with {its or their} Associates, hold not less than [51% (fifty one per cent)] of its issued and paid up equity as on the date of this Agreement; and that no Member of the Consortium whose financial capacity was evaluated for the purpose of pre-qualification and short-listing in response to the Request for Proposal shall, during [2 (two)] years commencing from the Operation Date , hold less than [26% (twenty six per cent)] of such equity; (m) the {the Selected Bidder/each of the Consortium Members} and its {its/their} Associates have the financial standing and resources to fund the required Equity equity and to raise the debt necessary for undertaking and implementing the Project augmentation works for the District Hospital in accordance with this Agreement; (n) the {the Selected Bidder/each of the Consortium Members} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (o) the cost of augmenting the District Hospital shall not exceed the Total Project Cost, without obtaining a prior written consent of the Authority; (p) all its rights and interests in the Project District Hospital shall pass to and vest in the Authority on the Transfer Expiry Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any personPerson, save and except as expressly provided in this Agreement; (pq) no representation or warranty given by it contained herein or in any other document furnished by it to the Authority, including the Bid or to any Government Instrumentality in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty not misleading; (qr) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (rs) all information provided by the {the Selected Bidder/each of the Consortium Members} Bidder 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; (st) agree that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or government acts; and; (tu) consents generally in respect of the enforcement of any judgment against it in any proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings; and (v) further representations as may be added depending on the specific circumstances of the Concessionaire.

Representations, warranties and undertakings of the Concessionaire. The Concessionaire represents, warrants and undertakes to the Authority that: (a) it is duly organised and validly existing under the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (b) it has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (d) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (f) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (g) the information furnished in the Bid and as updated on or before the date of this Agreement Execution Date is true and accurate in all respects as on the date of this AgreementExecution Date; (h) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association {or those of any Member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (i) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial, Government Instrumentality or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (j) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (k) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (l) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause Article 5.3; and that the [Selected Bidder or Consortium Members], together with {its or their} Associates, hold not less than [51% (fifty one per cent)] of its issued and paid up Equity as on the date of this Agreement; and that no Member of the Consortium whose technical and financial capacity was evaluated for the purpose of pre-qualification and short-listing in response to the [Request for Qualification]16 shall, during [2 (two)] years commencing from Project COD, hold less than [26% (twenty six per cent)] of such Equity which shall also be no less than [5% (five per cent)] of the Total Project Cost; (m) the {the Selected Bidder/each of the Consortium Members} and its {its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (n) the {the Selected Bidder/each of the Consortium Members} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (o) all its rights and interests in the Project shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any personPerson, save and except as expressly provided in this Agreement; (p) no representation or warranty given by it contained herein or in any other document furnished by it to the Authority, including the Bid or to any Government Instrumentality in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty not misleading; (q) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith;; 16 In case of single-stage bidding, to be replaced with Request for Proposal. (r) all information provided by the {the Selected Bidder/each of the Consortium Members} Bidder 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; (s) agree that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or government acts; and; (t) consents generally in respect of the enforcement of any judgment against it in any proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings; and (u) further representations as may be added depending on the specific circumstances of the Concessionaire.

Representations, warranties and undertakings of the Concessionaire. The Concessionaire represents, warrants and undertakes to the Concessioning Authority that: (a) it is duly organised and validly existing under the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (b) it has full power and authority to execute execute, deliver and perform its obligations under this Agreement Concession and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other actions action under Applicable Laws and its constitutional documents to authorise authorize the execution and delivery & delivery, exercise of this Agreement and to validly exercise its rights and perform its performance of obligations under this Concession Agreement; (d) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (f) it is subject to the laws of India, India with respect to this Concession Agreement and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (g) the information furnished in the Bid / Proposal and as updated on or before the date of this Agreement agreement is true and accurate in all respects as on the date of this Agreement;agreement. (h) the execution, delivery and performance of this Concession Agreement shall will not conflict with, result in the breach of, constitute a default under, under or accelerate performance required by any of the terms of its memorandum the Concessionaire’s Memorandum and articles Articles of association {or those of any Member of the Consortium} Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (i) there are no actions, suits, proceedings, or investigations pending or, to its the Concessionaire’s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial, Government Governmental Instrumentality or other authority, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement Concession or which individually or in the aggregate may result in any material Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform any of its obligations and duties under this Concession Agreement; (j) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (k) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (l) it It shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.35.4; (m) the {the Selected Bidder/each of the Consortium Members} and its {its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (n) the {the Selected Bidder/each of the Bidder/ Consortium Members} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter of Award, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (o) all its rights and interests in the Project shall pass to and vest in the Concessioning Authority on the Transfer Date free and clear of all liens, claims claims, and Encumbrances, encumbrances without any further act or deed on its the part or that of the Authority, Concessionaire or the Concessioning Authority and that none of the Project Assets including materials, supplies or equipment forming part thereof shall be acquired by it, the Concessionaire 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 Concession Agreement; (p) no representation or warranty given by it contained herein or in any other document furnished by it to the Authority, including the Bid or to any Government Instrumentality in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty not misleading; (q) no sums, in cash or kind, have been paid or shall will be paid, paid by it or on its behalfbehalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Concession Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority in connection therewith; (r) all information provided by the {the Selected Bidder/each of the 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; (s) agree that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or government acts; and; (t) consents generally in respect of the enforcement of any judgment against it in any proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings; and (u) further representations as may be added depending on the specific circumstances of the Concessionaire.