Common use of Representations & Warranties of the Developer Clause in Contracts

Representations & Warranties of the Developer. 7.1.1 The Developer hereby represents and warrants to Authority that as on the Effective Date (which representations and warranties shall be continuing representations and warranties and deemed to have been repeated on each day of the Term of the Agreement): (a) It is duly organized and validly existing under the laws of India and that it has been in continuous existence since incorporation; (b) It has full power and authority to execute, deliver and perform its obligations under the Agreement and to carry out the Project; (c) It has taken all necessary corporate and other actions under Applicable Laws and its Memorandum and Articles of Association to authorize the execution, delivery and performance of its obligations under the Agreement; (d) 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, or any order, writ, injunction or decree of any court or any legally binding order of any governmental authority, which in the aggregate have or may have Material Adverse Effect on its ability to perform its obligations and duties under the Agreement and undertake the Project in terms of the Agreement; (e) It has the technical and financial standing and capacity to undertake and complete the Project; (f) All the employees, officials, personnel, agents, contractors and/ or Sub-Contractors utilized/ proposed to be by the Developer for the purposes of the Project, possess/ shall possess the relevant technical and financial standing and capacity to undertake and complete the Project; (g) The obligations under the Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (h) The information furnished in the Bid by the Selected Bidder (and as updated on before the date of the Agreement) is true and accurate in all respects; (i) The execution, delivery and performance of the Agreement, does not and will not conflict with, or result in the breach of, or constitute a default under, or affect performance required by any of the provisions of its Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; (j) There are no actions, suits, proceedings or investigations pending, or, to the best of the Developer’s knowledge, threatened against it before any court or before any judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Developer under the Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties, assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under the Agreement; (k) The Developer hereby expressly covenants and agrees that, throughout the Term hereof, it shall: (i) only use the Project Land to implement the Project, strictly in accordance with the terms and conditions of the Agreement; (ii) not do or permit to be done on the Project Land or the structures thereon, any activities, which may be contrary to any Applicable Laws and Applicable Permits; and (iii) in enjoyment of its rights and fulfilment of its obligations under the Agreement, always comply with the Applicable Laws and Applicable Permits. (l) The Developer shall not provide for or amend its Memorandum of Association and Articles of Association in such a way that it: (i) conflicts with the terms and conditions of the Agreement, during the currency of the Agreement. (ii) allows issuance of shares having differential voting rights or dilution of equity/control in any other manner whatsoever, in contravention of provisions of Article 40 hereof. (m) It is understood and agreed that the Developer has, by careful examination, satisfied itself as to the nature and location and physical requirements of the Project and the Project Land, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the progress of the Project, the general and local conditions, the labour conditions prevailing therein, constraints affecting the development and implementation of the Project including the right of way limitations, surface and sub-surface conditions, requirements of DPR and other Specifications, requirements of Applicable Laws and all other matters which can in any way affect the Project (and its implementation) in accordance with the Agreement; (n) It has familiarised itself with the requirements of all Applicable Laws and conditions of any Applicable Permits; (o) It shall at no time undertake or permit any change in its ownership / shareholding except in accordance with the provisions of Article 40, and shall ensure that the Selected Bidder / in case of consortium its Member, together with its Affiliates, as the case may be, respectively shall adhere to the provisions of Article 40; (p) The Selected Bidder/ Consortium members and/ or their Associates / Affiliates have the financial standing and resources to fund the required Equity and raise the debt necessary for undertaking and implementing the Project in accordance with the Agreement; (q) The Selected Bidder/ each Consortium member is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has requested Authority to enter into the Agreement, and has agreed to an unconditionally accepted the terms and conditions set forth in the Agreement; (r) All the rights and interests in the Project shall pass to and vest in the Authority (and/or its nominee), on the relevant transfer date/ handover date, free and clear of all Encumbrances and encroachments, without any further deed on its part or that of Authority, and that none of the Assets or Project Utilities shall be made subject to any Encumbrance or encroachment in favour of any person, save and except as specifically provided in the Agreement; (s) No sums, in cash or kind, have been paid or will be paid by it or on its behalf, to any person by way of fees, commission or otherwise for securing the rights and entitlements of the Developer under the Agreement or for influencing or attempting to influence any officer or employee of Authority/ Railway in connection herewith; and (t) No representation or warranty by the Developer contained herein or in any other document furnished by it to Authority, or to any Governmental Authority in relation to Applicable Permits contains or will contain any untrue, inaccurate or incorrect statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading.

Representations & Warranties of the Developer. 7.1.1 The Developer hereby represents and warrants to Authority that Authoritythat as on the Effective Date (which representations and warranties shall be continuing representations and warranties and deemed to have been repeated on each day of the Term of the Agreement): (a) It is duly organized and validly existing under the laws of India and that it has been in continuous existence since incorporation; (b) It has full power and authority to execute, deliver and perform its obligations under the Agreement and to carry out the Project; (c) It has taken all necessary corporate and other actions under Applicable Laws and its Memorandum and Articles of Association to authorize the execution, delivery and performance of its obligations under the Agreement; (d) 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, or any order, writ, injunction or decree of any court or any legally binding order of any governmental authority, which in the aggregate have or may have Material Adverse Effect on its ability to perform its obligations and duties under the Agreement and undertake the Project in terms of the Agreement; (e) It has the technical and financial standing and capacity to undertake and complete the Project; (f) All the employees, officials, personnel, agents, contractors and/ or Sub-Contractors utilized/ proposed to be by the Developer for the purposes of the Project, possess/ shall possess the relevant technical and financial standing and capacity to undertake and complete the Project; (g) The obligations under the Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (h) The information furnished in the Bid by the Selected Bidder (and as updated on before the date of the Agreement) is true and accurate in all respects; (i) The execution, delivery and performance of the Agreement, does not and will not conflict with, or result in the breach of, or constitute a default under, or affect performance required by any of the provisions of its Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; (j) There are no actions, suits, proceedings or investigations pending, or, to the best of the Developer’s knowledge, threatened against it before any court or before any judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Developer theDeveloper under the Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties, assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under the Agreement; (k) The Developer hereby expressly covenants and agrees that, throughout the Term hereof, it shall: (i) only use the Project Land to implement the Project, strictly in accordance with the terms and conditions of the Agreement; (ii) not do or permit to be done on the Project Land or the structures thereon, any activities, which may be contrary to any Applicable Laws and Applicable Permits; and (iii) in enjoyment of its rights and fulfilment of its obligations under the Agreement, always comply with the Applicable Laws and Applicable Permits. (l) The Developer shall not provide for or amend its Memorandum of Association and Articles of Association in such a way that it: (i) conflicts with the terms and conditions of the Agreement, during the currency of the Agreement. (ii) allows issuance of shares having differential voting rights or dilution of equity/control in any other manner whatsoever, in contravention of provisions of Article 40 hereof. (m) It is understood and agreed that the Developer has, by careful examination, satisfied itself as to the nature and location and physical requirements of the Project and the Project Land, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the progress of the Project, the general and local conditions, the labour conditions prevailing therein, ,constraints affecting the development and implementation of the Project including the right of way limitations, surface and sub-surface conditions, requirements of DPR and other Specifications, requirements of Applicable Laws and all other matters which can in any way affect the Project (and its implementation) in accordance with the Agreement; (n) It has familiarised itself with the requirements of all Applicable Laws and conditions of any Applicable Permits; (o) It shall at no time undertake or permit any change in its ownership / shareholding except in accordance with the provisions of Article 40, and shall ensure that the Selected Bidder / Bidder/ in case of consortium its Member, together with its Affiliates, as the case may be, respectively shall adhere to the provisions of Article 40; (p) The Selected Bidder/ Consortium members and/ or their Associates / Affiliates have the financial standing and resources to fund the required Equity and raise the debt necessary for undertaking and implementing the Project in accordance with the Agreement; (q) The Selected Bidder/ each Consortium member is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has requested Authority to enter into the Agreement, ,and has agreed to an unconditionally accepted the terms and conditions set forth in the Agreement; (r) All the rights and interests in the Project shall pass to and vest in the Authority (and/or its nominee), on the relevant transfer date/ handover date, free and clear of all Encumbrances and encroachments, without any further deed on its part or that of Authority, and that none of the Assets or Project Utilities shall be made subject to any Encumbrance or encroachment in favour of any person, save and except as specifically provided in the Agreement; (s) No sums, in cash or kind, have been paid or will be paid by it or on its behalf, to any person by way of fees, commission or otherwise for securing the rights and entitlements of the Developer under the Agreement or for influencing or attempting to influence any officer or employee of Authority/ Railway in connection herewith; and (t) No representation or warranty by the Developer contained herein or in any other document furnished by it to Authority, or to any Governmental Authority in relation to Applicable Permits contains or will contain any untrue, inaccurate or incorrect statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading.

Representations & Warranties of the Developer. 7.1.1 The Developer hereby represents and warrants to Authority that as on the Effective Date (which representations and warranties shall be continuing representations and warranties and deemed to have been repeated on each day of the Term term of the Agreement): (a) It is duly organized and validly existing under the laws of India and that it has been in continuous existence since incorporation; (b) It has full power and authority to execute, deliver and perform its obligations under the Agreement and to carry out the Project; (c) It has taken all necessary corporate and other actions under Applicable Laws and its Memorandum and Articles of Association to authorize the execution, delivery and performance of its obligations under the Agreement; (d) 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, or any order, writ, injunction or decree of any court or any legally binding order of any governmental authority, which in the aggregate have or may have Material Adverse Effect on its ability to perform its obligations and duties under the Agreement and undertake the Project in terms of the Agreement; (e) It has the technical and financial standing and capacity to undertake and complete the Project; (f) All the employees, officials, personnel, agents, contractors and/ or Sub-Contractors utilized/ proposed to be by the Developer for the purposes of the Project, possess/ shall possess the relevant technical and financial standing and capacity to undertake and complete the Project; (g) The obligations under the Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (h) The information furnished in the Bid by the Selected Bidder (and as updated on before the date of the Agreement) is true and accurate in all respects; (i) The execution, delivery and performance of the Agreement, does not and will not conflict with, or result in the breach of, or constitute a default under, or affect performance required by any of the provisions of its Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; (j) There are no actions, suits, proceedings or investigations pending, or, to the best of the Developer’s knowledge, threatened against it before any court or before any judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Developer under the Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties, assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under the Agreement; (k) The Developer hereby expressly covenants and agrees that, throughout the Term hereof, it shall: (i) only use the Project Land to implement the Project, strictly in accordance with the terms and conditions of the Agreement; (ii) not do or permit to be done on the Project Land or the structures thereon, any activities, which may be contrary to any Applicable Laws and Applicable Permits; and (iii) in enjoyment of its rights and fulfilment of its obligations under the Agreement, always comply with the Applicable Laws and Applicable Permits. (l) The Developer shall not provide for or amend its Memorandum of Association and Articles of Association in such a way that it: (i) conflicts with the terms and conditions of the Agreement, during the currency of the Agreement. (ii) allows issuance of shares having differential voting rights or dilution of equity/control in any other manner whatsoever, in contravention of provisions of Article 40 hereof. (m) It is understood and agreed that the Developer has, by careful examination, satisfied itself as to the nature and location and physical requirements of the Project and the Project Land, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the progress of the Project, the general and local conditions, the labour conditions prevailing therein, constraints affecting the development and implementation of the Project including the right of way limitations, surface and sub-surface conditions, requirements of DPR and other Specifications, requirements of Applicable Laws and all other matters which can in any way affect the Project (and its implementation) in accordance with the Agreement; (n) It has familiarised itself with the requirements of all Applicable Laws and conditions of any Applicable Permits; (o) It shall at no time undertake or permit any change in its ownership / shareholding except in accordance with the provisions of Article 40, and shall ensure that the Selected Bidder / in case of consortium its Member, together with its Affiliates, as the case may be, respectively shall adhere to the provisions of Article 40; (p) The Selected Bidder/ Consortium consortium members and/ or their Associates / Affiliates have the financial standing and resources to fund the required Equity and raise the debt necessary for undertaking and implementing the Project in accordance with the Agreement; (q) The Selected Bidder/ each Consortium member is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has requested Authority to enter into the Agreement, and has agreed to an unconditionally accepted the terms and conditions set forth in the Agreement; (r) All the rights and interests in the Project shall pass to and vest in the Authority (and/or its nominee), on the relevant transfer date/ handover date, free and clear of all Encumbrances and encroachments, without any further deed on its part or that of Authority, and that none of the Assets or Project Utilities shall be made subject to any Encumbrance or encroachment in favour of any person, save and except as specifically provided in the Agreement; (s) No sums, in cash or kind, have been paid or will be paid by it or on its behalf, to any person by way of fees, commission or otherwise for securing the rights and entitlements of the Developer under the Agreement or for influencing or attempting to influence any officer or employee of Authority/ Railway in connection herewith; and (t) No representation or warranty by the Developer contained herein or in any other document furnished by it to Authority, or to any Governmental Authority in relation to Applicable Permits contains or will contain any untrue, inaccurate or incorrect statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading.

Representations & Warranties of the Developer. 7.1.1 The Developer hereby represents and warrants to Authority IRSDC that as on the Effective Date (which representations and warranties shall be continuing representations and warranties and deemed to have been repeated on each day of the Term term of the this Agreement): (ai) It is duly organized and validly existing under the laws of India and that it has been in continuous existence since incorporation; (bii) It has full power and authority to execute, deliver and perform its obligations under the Agreement and to carry out the Project; (ciii) It has taken all necessary corporate and other actions under Applicable Laws and its Memorandum and Articles of Association to authorize the execution, delivery and performance of its obligations under the Agreement; (div) 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, or any order, writ, injunction or decree of any court or any legally binding order of any governmental authority, which in the aggregate have or may have Material Adverse Effect on its ability to perform its obligations and duties under the Agreement and undertake the Project in terms of the Agreement; (ev) It has the technical and financial standing and capacity to undertake and complete the Project; (fvi) All the employees, officials, personnel, agents, contractors and/ or Sub-Sub- Contractors utilized/ proposed to be by the Developer for the purposes of the Project, possess/ shall possess the relevant technical and financial standing and capacity to undertake and complete the Project; (gvii) The This Agreement constitutes its legal valid, binding obligation enforceable against it in accordance with the terms hereof, and the obligations under the this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (hviii) The information furnished in the Bid by the Selected Bidder (and as updated on before the date of the this Agreement) is true and accurate in all respects; (iix) The execution, delivery and performance of the Agreement, does not and will not conflict with, or result in the breach of, or constitute a default under, or affect performance required by any of the provisions of its Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; (jx) There are no actions, suits, proceedings or investigations pending, or, to the best of the Developer’s knowledge, threatened against it before any court or before any judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Developer under the Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties, assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under the Agreement; (kxi) The Developer hereby expressly covenants and agrees that, throughout the Term term hereof, it shall: (ia) only use the Project Land to implement the Project, strictly in accordance with the terms and conditions of the Agreement;. (iib) It shall not do or permit to be done on the Project Land or the structures thereon, any activities, which may be contrary to any Applicable Laws and Applicable Permits; Permits and; (iiic) in enjoyment of its rights and fulfilment of its obligations under the Agreement, always comply with the Applicable Laws and Applicable Permits. (lxii) The Developer shall not provide for or amend its Memorandum of Association and Articles of Association in such a way that it: (ia) conflicts with the terms and conditions of the Agreement, during the currency of the Agreement. (iib) allows issuance of shares having differential voting rights or dilution of equity/control in any other manner whatsoever, in contravention of provisions of Article 40 hereof. (mxiii) It is understood and agreed that the Developer has, by careful examination, satisfied itself as to the nature and location and physical requirements of the Project and the Project Land, the conformation of the ground, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the progress of the Project, the general and local conditions, the labour conditions prevailing therein, constraints affecting the development and implementation of the Project including the right of way limitations, surface and sub-surface conditions, requirements of DPR and other Specifications, requirements of Applicable Laws therein and all other matters which can in any way affect the Project (and its implementation) in accordance with the Agreement;. (n) It has familiarised itself with the requirements of all Applicable Laws and conditions of any Applicable Permits; (oxiv) It shall at no time not undertake or permit any change in its ownership / shareholding except in accordance with the provisions of Article 40, and shall ensure that the [Selected Bidder / in case of Bidder/ consortium its Membermember, together with its Affiliates], as the case may be, respectively shall adhere to the provisions of Article 40; (pxv) The [the Selected Bidder/ Consortium consortium members and/ or their Associates / Affiliates Affiliates] have the financial standing and resources to fund the required Equity and raise the debt necessary for undertaking and implementing the Project in accordance with the this Agreement;. (qxvi) The Selected Bidder/ each Consortium member is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has requested Authority IRSDC to enter into this Agreement, pursuant to the AgreementLoA, and has agreed to an unconditionally accepted the terms and conditions set forth in the Agreement; (rxvii) All the rights and interests in the Project shall pass to and vest in the Authority IRSDC (and/or and/ or its nominee, including RLDA and the Railway, as applicable), on the relevant transfer date/ handover date, free and clear of all Encumbrances and encroachments, without any further deed on its part or that of AuthorityIRSDC/ RLDA, and that none of the Assets or Project Utilities shall be made subject to any Encumbrance or encroachment in favour of any person, save and except as specifically provided in the this Agreement; (sxviii) No sums, in cash or kind, have been paid or will be paid by it or on its behalf, to any person by way of fees, commission or otherwise for securing the rights and entitlements of the Developer under the this Agreement or for influencing or attempting to influence any officer or employee of Authority/ IRSDC/ RLDA/ Railway in connection herewith; and (txix) No representation or warranty by the Developer contained herein or in any other document furnished by it to AuthorityIRSDC, or to any Governmental Authority in relation to Applicable Permits contains or will contain any untrue, inaccurate or incorrect statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading.

Representations & Warranties of the Developer. 7.1.1 The Developer hereby represents and warrants to Authority that as on the Effective Date (which representations and warranties shall be continuing representations and warranties and deemed to have been repeated on each day of the Term of the Agreement): (a) It is duly organized and validly existing under the laws of India and that it has been in continuous existence since incorporation; (b) It has full power and authority to execute, deliver and perform its obligations under the Agreement and to carry out the Project; (c) It has taken all necessary corporate and other actions under Applicable Laws and its Memorandum and Articles of Association to authorize the execution, delivery and performance of its obligations under the Agreement; (d) 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, or any order, writ, injunction or decree of any court or any legally binding order of any governmental authority, which in the aggregate have or may have Material Adverse Effect on its ability to perform its obligations and duties under the Agreement and undertake the Project in terms of the Agreement; (e) It has the technical and financial standing and capacity to undertake and complete the Project; (f) All the employees, officials, personnel, agents, contractors and/ or Sub-Contractors utilized/ proposed to be by the Developer for the purposes of the Project, possess/ shall possess the relevant technical and financial standing and capacity to undertake and complete the Project; (g) The obligations under the Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (h) The information furnished in the Bid by the Selected Bidder (and as updated on before the date of the Agreement) is true and accurate in all respects; (i) The execution, delivery and performance of the Agreement, does not and will not conflict with, or result in the breach of, or constitute a default under, or affect performance required by any of the provisions of its Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; (j) There are no actions, suits, proceedings or investigations pending, or, to the best of the Developer’s Developer‟s knowledge, threatened against it before any court or before any judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Developer under the Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties, assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under the Agreement; (k) The Developer hereby expressly covenants and agrees that, throughout the Term hereof, it shall: (i) only use the Project Land to implement the Project, strictly in accordance with the terms and conditions of the Agreement; (ii) not do or permit to be done on the Project Land or the structures thereon, any activities, which may be contrary to any Applicable Laws and Applicable Permits; and (iii) in enjoyment of its rights and fulfilment of its obligations under the Agreement, always comply with the Applicable Laws and Applicable Permits. (l) The Developer shall not provide for or amend its Memorandum of Association and Articles of Association in such a way that it: (i) conflicts with the terms and conditions of the Agreement, during the currency of the Agreement. (ii) allows issuance of shares having differential voting rights or dilution of equity/control in any other manner whatsoever, in contravention of provisions of Article 40 hereof. (m) It is understood and agreed that the Developer has, by careful examination, satisfied itself as to the nature and location and physical requirements of the Project and the Project Land, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the progress of the Project, the general and local conditions, the labour conditions prevailing therein, constraints affecting the development and implementation of the Project including the right of way limitations, surface and sub-surface conditions, requirements of DPR and other Specifications, requirements of Applicable Laws and all other matters which can in any way affect the Project (and its implementation) in accordance with the Agreement; (n) It has familiarised itself with the requirements of all Applicable Laws and conditions of any Applicable Permits; (o) It shall at no time undertake or permit any change in its ownership / shareholding except in accordance with the provisions of Article 40, and shall ensure that the Selected Bidder / in case of consortium its Member, together with its Affiliates, as the case may be, respectively shall adhere to the provisions of Article 40; (p) The Selected Bidder/ Consortium members and/ or their Associates / Affiliates have the financial standing and resources to fund the required Equity and raise the debt necessary for undertaking and implementing the Project in accordance with the Agreement; (q) The Selected Bidder/ each Consortium member is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has requested Authority to enter into the Agreement, and has agreed to an unconditionally accepted the terms and conditions set forth in the Agreement; (r) All the rights and interests in the Project shall pass to and vest in the Authority (and/or its nominee), on the relevant transfer date/ handover date, free and clear of all Encumbrances and encroachments, without any further deed on its part or that of Authority, and that none of the Assets or Project Utilities shall be made subject to any Encumbrance or encroachment in favour of any person, save and except as specifically provided in the Agreement; (s) No sums, in cash or kind, have been paid or will be paid by it or on its behalf, to any person by way of fees, commission or otherwise for securing the rights and entitlements of the Developer under the Agreement or for influencing or attempting to influence any officer or employee of Authority/ Railway in connection herewith; and (t) No representation or warranty by the Developer contained herein or in any other document furnished by it to Authority, or to any Governmental Authority in relation to Applicable Permits contains or will contain any untrue, inaccurate or incorrect statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading.