Common use of Rights of Authority on Termination Clause in Contracts

Rights of Authority on Termination. 14.5.1 Upon Termination of this Agreement for any reason whatsoever, Authority shall upon making the Termination Payment, if any, to the Concessionaire, have the power and authority to: (a.) enter upon and take possession and control of the Project Facilities and Project Assets forthwith; (b.) prohibit the Concessionaire and any person claiming through or under the Concessionaire from entering upon/ dealing with the Project including Project Facilities and Project Assets; 14.5.2 Notwithstanding anything contained in this Agreement, Authority shall not, as consequence of Termination or otherwise, have any obligation whatsoever including but not limited to obligations as to compensation for loss of employment, continuance or regularization of employment, absorption or re-employment on any ground, in relation to any person in the employment of or engaged by the Concessionaire in connection with the Project, and the hand back of the ProjectFacilities and Project Assets by the Concessionaire to the Authority shall be free from any such obligation/ fee/ penalties/ taxes. 14.5.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the State Bank of India Base Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that the Termination Payments shall become due and payable by the Authority upon actual or constructive transfer of the Project Assets by the Concessionaire to the Authority clear from all encumbrances, charges and liens whatsoever, unless expressly agreed by the Parties otherwise. 14.5.4 The Concessionaire expressly agrees that Termination Payment under this Article

Rights of Authority on Termination. 14.5.1 Upon Termination of this Agreement for any reason whatsoever, Authority shall upon making the Termination Payment, if any, to the Concessionaire, have the power and authority to: (a.) enter upon and take possession and control of the Project Facilities and Project Assets forthwith; (b.) prohibit the Concessionaire and any person claiming through or under the Concessionaire from entering upon/ dealing with the Project including Project Facilities and Project Assets; 14.5.2 Notwithstanding anything contained in this Agreement, Authority shall not, as consequence of Termination or otherwise, have any obligation whatsoever including but not limited to obligations as to compensation for loss of employment, continuance or regularization of employment, absorption or re-employment on any ground, in relation to any person in the employment of or engaged by the Concessionaire in connection with the Project, and the hand back of the ProjectFacilities Project Facilities and Project Assets by the Concessionaire to the Authority shall be free from any such obligation/ fee/ penalties/ taxes. 14.5.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the State Bank of India Base Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that the Termination Payments shall become due and payable by the Authority upon actual or constructive transfer of the Project Assets by the Concessionaire to the Authority clear from all encumbrances, charges and liens whatsoever, unless expressly agreed by the Parties otherwise. 14.5.4 The Concessionaire expressly agrees that Termination Payment under this Article

Rights of Authority on Termination. 14.5.1 Upon Termination of this Agreement for any reason whatsoever, Authority NHIDCL shall upon making payment of the Termination Payment, if any, Payment to the Concessionaire, Concessionaire have the power and authority to: (a.i) enter Enter upon the Project Site and take possession and control over the Project Facilities, subject to the provisions of the Project Facilities and Project Assets forthwithSubstitution Agreement; (b.ii) Subject to the provisions of the Substitution Agreement, enter into a Concession Agreement with another party on such terms and conditions as NHIDCL shall deem fit; (iii) prohibit the Concessionaire and or any person Person claiming through or under the Concessionaire from entering upon/ upon/dealing with the Project including Site / Project Facilities and Project AssetsFacilities; 14.5.2 (iv) step in or nominate any person to step in without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreements, as NHIDCL may in its discretion deem appropriate with effect from such date as NHIDCL may specify; Provided any sums claimed by counter party to any such Project Agreements as being due and owing for work or services performed or accruing on account of any act, omission or event prior to such date specified by NHIDCL for step in shall and shall always constitute debt between the Concessionaire and such counter party and NHIDCL shall in no way or manner be liable or responsible for such sums. The Concessionaire shall ensure that the Project Agreements contain provisions necessary to give effect to the provisions of this sub-article 10.4; (v) Notwithstanding anything contained in this Agreement, Authority NHIDCL shall not, as a consequence of Termination or otherwise, have any obligation whatsoever including but not limited to obligations as to compensation for loss of employment, continuance or regularization regularisation of employment, absorption or re-employment on any ground, in relation to any person in the employment of or engaged by the Concessionaire in connection with the Project, and the hand back handback of the ProjectFacilities and Project Assets Site/Project Facilities by the Concessionaire to the Authority NHIDCL shall be free from any such obligation/ fee/ penalties/ taxes. 14.5.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and obligation. Notwithstanding anything contained in the event of any delaythis Agreement, the Authority shall pay interest at a rate equal right of NHIDCL to 3% (three per cent) above the State Bank of India Base Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that the Termination Payments shall become due vacant and payable by the Authority upon actual or constructive transfer peaceful possession of the Project Assets by Facilities, upon Termination is absolute. If the Concessionaire fails to delivervacant and peaceful possession of the Project Facilities as contemplated in this provision, the Concessionaire shall be liable to pay to NHIDCL and NHIDCL shall be entitled to recover from the Concessionaire, an amount that represents a genuine estimate of the losses, damages and costs suffered by NHIDCL by way of liquidated damages. The parties agree that the said liquidated damages shall be calculated at the rate of 200% of the costs incurred by NHIDCL for recovery of the Project Facilities. Such liquidated damages shall be recoverable from the Termination Date to the Authority clear from all encumbrancesdate when NHIDCL receives vacant and peaceful possession of the Project Facilities. Provided, charges the recovery of liquidated damages shall be without prejudice to the rights and liens whatsoeverremedies available to NHIDCL against the Concessionaire who shall be deemed to be a trespasser in illegal and unauthorized possession and occupation of the Project Site and Project Facilities, unless expressly agreed by the Parties otherwiseupon Termination. 14.5.4 The Concessionaire expressly agrees that Termination Payment under this Article

Rights of Authority on Termination. 14.5.1 Upon Termination of this Agreement for any reason whatsoever, Authority EDMC shall upon making payment of the Termination Payment, if any, Payment to the Concessionaire, Concessionaire have the power and authority to: (a.i) enter Enter upon the Project Site and take possession and control over the Project Facilities, subject to the provisions of the Project Facilities and Project Assets forthwithSubstitution Agreement; (b.ii) Subject to the provisions of the Substitution Agreement, enter into a Concession Agreement with another party on such terms and conditions as EDMC shall deem fit; (iii) prohibit the Concessionaire and or any person Person claiming through or under the Concessionaire from entering upon/ upon/dealing with the Project including Site / Project Facilities and Project AssetsFacilities; 14.5.2 (iv) step in or nominate any person to step in without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreements, as EDMC may in its discretion deem appropriate with effect from such date as EDMC may specify; Provided any sums claimed by counter party to any such Project Agreements as being due and owing for work or services performed or accruing on account of any act, omission or event prior to such date specified by EDMC for step in shall and shall always constitute debt between the Concessionaire and such counter party and EDMC shall in no way or manner be liable or responsible for such sums. (v) Notwithstanding anything contained in this Agreement, Authority EDMC shall not, as a consequence of Termination or otherwise, have any obligation whatsoever including but not limited to obligations as to compensation for loss of employment, continuance or regularization regularisation of employment, absorption or re-re- employment on any ground, in relation to any person in the employment of or engaged by the Concessionaire in connection with the Project, and the hand back handback of the ProjectFacilities and Project Assets Site / Project Facilities by the Concessionaire to the Authority EDMC shall be free from any such obligation/ fee/ penalties/ taxes. 14.5.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and obligation. Notwithstanding anything contained in the event of any delaythis Agreement, the Authority shall pay interest at a rate equal right of EDMC to 3% (three per cent) above the State Bank of India Base Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that the Termination Payments shall become due vacant and payable by the Authority upon actual or constructive transfer peaceful possession of the Project Assets by Facilities, upon Termination is absolute. If the Concessionaire fails to deliver vacant and peaceful possession of the Project Facilities as contemplated in this provision, the Concessionaire shall be liable to pay to EDMC and EDMC shall be entitled to recover from the Concessionaire, an amount that represents a genuine estimate of the losses, damages and costs suffered by EDMC by way of liquidated damages. The parties agree that the said liquidated damages shall be calculated at the rate of 200% of the costs incurred by EDMC for recovery of the Project Facilities. Such liquidated damages shall be recoverable from the Termination Date to the Authority clear from all encumbrancesdate when EDMC receives vacant and peaceful possession of the Project Facilities. Provided, charges the recovery of liquidated damages shall be without prejudice to the rights and liens whatsoeverremedies available to EDMC against the Concessionaire who shall be deemed to be a trespasser in illegal and unauthorized possession and occupation of the Project Site and Project Facilities, unless expressly agreed by the Parties otherwiseupon Termination. 14.5.4 The Concessionaire expressly agrees that Termination Payment under this Article

Rights of Authority on Termination. 14.5.1 Upon Termination of this Agreement for any reason whatsoever, Authority EDMC shall upon making payment of the Termination Payment, if any, Payment to the Concessionaire, Concessionaire have the power and authority to: (a.i) enter Enter upon the Project Site and take possession and control over the Project Facilities, subject to the provisions of the Project Facilities and Project Assets forthwithSubstitution Agreement; (b.ii) Subject to the provisions of the Substitution Agreement, enter into a Concession Agreement with another party on such terms and conditions as EDMC shall deem fit; (iii) prohibit the Concessionaire and or any person Person claiming through or under the Concessionaire from entering upon/ upon/dealing with the Project including Site / Project Facilities and Project AssetsFacilities; 14.5.2 (iv) step in or nominate any person to step in without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreements, as EDMC may in its discretion deem appropriate with effect from such date as EDMC may specify; Provided any sums claimed by counter party to any such Project Agreements as being due and owing for work or services performed or accruing on account of any act, omission or event prior to such date specified by EDMC for step in shall and shall always constitute debt between the Concessionaire and such counter party and EDMC shall in no way or manner be liable or responsible for such sums. (v) Notwithstanding anything contained in this Agreement, Authority EDMC shall not, as a consequence of Termination or otherwise, have any obligation whatsoever including but not limited to obligations as to compensation for loss of employment, continuance or regularization regularisation of employment, absorption or re-employment on any ground, in relation to any person in the employment of or engaged by the Concessionaire in connection with the Project, and the hand back handback of the ProjectFacilities and Project Assets Site / Project Facilities by the Concessionaire to the Authority EDMC shall be free from any such obligation/ fee/ penalties/ taxes. 14.5.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and obligation. Notwithstanding anything contained in the event of any delaythis Agreement, the Authority shall pay interest at a rate equal right of EDMC to 3% (three per cent) above the State Bank of India Base Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that the Termination Payments shall become due vacant and payable by the Authority upon actual or constructive transfer peaceful possession of the Project Assets by Facilities, upon Termination is absolute. If the Concessionaire fails to deliver vacant and peaceful possession of the Project Facilities as contemplated in this provision, the Concessionaire shall be liable to pay to EDMC and EDMC shall be entitled to recover from the Concessionaire, an amount that represents a genuine estimate of the losses, damages and costs suffered by EDMC by way of liquidated damages. The parties agree that the said liquidated damages shall be calculated at the rate of 200% of the costs incurred by EDMC for recovery of the Project Facilities. Such liquidated damages shall be recoverable from the Termination Date to the Authority clear from all encumbrancesdate when EDMC receives vacant and peaceful possession of the Project Facilities. Provided, charges the recovery of liquidated damages shall be without prejudice to the rights and liens whatsoeverremedies available to EDMC against the Concessionaire who shall be deemed to be a trespasser in illegal and unauthorized possession and occupation of the Project Site and Project Facilities, unless expressly agreed by the Parties otherwiseupon Termination. 14.5.4 The Concessionaire expressly agrees that Termination Payment under this Article

Rights of Authority on Termination. 14.5.1 Upon Termination of this Agreement for any reason whatsoever, Authority shall upon making the Termination Payment, if any, to the Concessionaire, have the power and authority to: (a.) enter upon and take possession and control of the Project Facilities and Project Assets forthwith; (b.) prohibit the Concessionaire and any person claiming through or under the Concessionaire from entering upon/ dealing with the Project including Project Facilities and Project Assets; 14.5.2 Notwithstanding anything Notwithstandinganything contained in this Agreement, Authority shall not, as consequence of Termination or otherwise, have any obligation whatsoever including but not limited to obligations as to compensation for loss of employment, continuance or regularization of employment, absorption or re-employment on any ground, in relation to any person in the employment of or engaged by the Concessionaire in connection with the Project, and the hand back of the ProjectFacilities Project Facilities and Project Assets by the Concessionaire to the Authority shall be free from any such obligation/ fee/ penalties/ taxes. 14.5.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the State Bank of India Base Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that the Termination Payments shall become due and payable by the Authority upon actual or constructive transfer of the Project Assets by the Concessionaire to the Authority clear from all encumbrances, charges and liens whatsoever, unless expressly agreed by the Parties otherwise. 14.5.4 The Concessionaire expressly agrees that Termination Payment under this ArticleArticle 14.5 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise. 14.5.5 TheAuthority and the Concessionaire hereby unconditionally acknowledge and agree that, without prejudice to their any other right or remedy, the Authority shall be entitled to pay the Termination Payment [to the extent required] to the Lenders‟ Representative for procuring discharge/ release of the any charge/ Hypothecation created by Concessionaire on the moveable project assets for securing payment of Debt Due; and for this purpose the Lender is entitled to receive from the Authority, without any further reference to or consent of the Concessionaire, the Debt Due upon Termination of the Concession Agreement. For realisation of the Debt Due as aforesaid, the Lenders‟ Representative shall be entitled to make its claim from the Escrow Account in accordance with the provisions of the Concession Agreement and the Escrow Agreement; and Concessionaire hereby irrevocably agree that such payment b y the Authority shall be full and final settlement of Proportionate claim of Termination Payment to the Concessionaire under this Agreement.

Rights of Authority on Termination. 14.5.1 Upon Termination of this Agreement for any reason whatsoever, Authority shall upon making the Termination Payment, if any, to the Concessionaire, have the power and authority to: (a.) enter upon and take possession and control of the Project Facilities and Project Assets forthwith; (b.) prohibit the Concessionaire and any person claiming through or under the Concessionaire from entering upon/ dealing with the Project including Project Facilities and Project Assets; 14.5.2 Notwithstanding anything contained in this Agreement, Authority shall not, as consequence of Termination or otherwise, have any obligation whatsoever including but not limited to obligations as to compensation for loss of employment, continuance or regularization of employment, absorption or re-employment on any ground, in relation to any person in the employment of or engaged by the Concessionaire in connection with the Project, and the hand back of the ProjectFacilities Project Facilities and Project Assets by the Concessionaire C o n c e s s i o n a i r e to the Authority shall be free from any such obligation/ fee/ penalties/ taxes. 14.5.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the State Bank of India Base Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that the Termination Payments shall become due and payable by the Authority upon actual or constructive transfer of the Project Assets by the Concessionaire to the Authority clear from all encumbrances, charges and liens whatsoever, unless expressly agreed by the Parties otherwise. 14.5.4 The Concessionaire expressly agrees that Termination Payment under this Article

Rights of Authority on Termination. 14.5.1 13.5.1 Upon Termination of this Agreement for any reason whatsoever, the Authority shall upon making the Termination Payment, if any, to the Concessionaire, have the power and lead authority to: (a.i) enter upon and take possession and control of the Project Facilities and Project Assets forthwith; (b.ii) prohibit the Concessionaire and any person claiming through or under the Concessionaire from entering upon/ dealing with the Project including Project Facilities and Project Assets; 14.5.2 (iii) be entitled to exercise a lien over any of the equipment including the material and the equipment used in the Project Facilities and the associated facilities belonging to the Concessionaire for any sum due hereunder or otherwise from the Concessionaire to the Authority. 13.5.2 Notwithstanding anything contained in this Agreement, Authority shall not, as consequence of Termination or otherwise, have any obligation whatsoever including but not limited to obligations as to compensation for loss of employment, continuance or regularization regularisation of employment, absorption or re-employment on any ground, in relation to any person in the employment of or engaged by the Concessionaire in connection with the Project, and the hand back back/ transfer of the ProjectFacilities Project Facilities and Project Assets by the Concessionaire to the Lead Authority shall be free from any such obligation/ fee/ penalties/ taxes. 14.5.3 13.5.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the State Bank of India Base Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that the Termination Payments shall become due and payable by the Authority upon actual or constructive transfer of the Project Assets by the Concessionaire to the Authority clear from all encumbrances, charges and liens whatsoever, unless expressly agreed by the Parties otherwise. 14.5.4 13.5.4 When the total cost, loss and/or damage resulting from or arising out of the termination of the Concessionaire’s employment have been calculated and deducted so far as practicable from any sum or sums which would have been due to the Concessionaire in respect of the CDS Services performed for ULBs up to the time of termination of this Agreement, any balance shown as due to the Authority shall be recoverable as a debt, or alternatively, the Authority, shall pay to the Concessionaire any balance shown as due to the Concessionaire. 13.5.5 The Concessionaire expressly agrees that Termination Payment under this ArticleArticle 13 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise. 13.5.6 The Authority and the Concessionaire hereby unconditionally acknowledge and agree that, without prejudice to their any other right or remedy, the Authority shall be entitled to pay the Termination Payment [to the extent required] to the Lenders’ Representative for procuring discharge/release of the any charge/Hypothecation created by Concessionaire on the moveable project assets for securing payment of Debt Due; and for this purpose the Lender is entitled to receive from the Authority, without any further reference to or consent of the Concessionaire, the Debt Due upon Termination of the Concession Agreement. For realisation of the Debt Due as aforesaid, the Lenders’ Representative shall be entitled to make its claim from the Escrow Account in accordance with the provisions of the Concession Agreement and the Escrow Agreement; and Concessionaire hereby irrevocably agree that such payment by the Authority shall be full and final settlement of Proportionate claim of Termination Payment to the Concessionaire under this Agreement. 13.5.7 Be entitled to deduct from any sum or sums which would have been due from the Authority to the Concessionaire under this Agreement or any other contract or be entitled to recover the same from the Concessionaire as a debt, any loss or damage to the Authority resulting from or arising out of the termination of the Concessionaire’s employment. Such loss or damage shall include the reasonable cost to the Authority of the time spent by its officers in terminating the Concessionaire’s employment and in making alternative arrangements for the provision of the CDS Services or any part thereof;