Common use of Termination due to Event of Default Clause in Contracts

Termination due to Event of Default. ‌ 28.2.1 Termination for Concessionaire Event of Default‌ (a) Without prejudice to any other right or remedy which the Participating ULBs may have in respect thereof under this Agreement, upon the occurrence of a Concessionaire Event of Default, the Participating ULBs shall, subject to the provisions of the “Substitution Agreement” (if any, with the Lenders, pursuant to which, in case of Default by Concessionaire, Lenders shall be allowed to take charge of Concessionaire's roles and responsibilities under this Agreement), be entitled to terminate this Agreement in the manner as set out under Sub-clause (b) of Clause 28.2. 1. Provided however that upon the occurrence of a Concessionaire Event of Default as specified under Sub-clause 28.1.2(t), the Lead ULB may terminate this Agreement by issue of Termination Notice in the manner set out under Clause 28.2.3.‌ (b) If the Lead ULB decide to terminate this Agreement pursuant to preceding Clause (a), it shall in the first instance issue Preliminary Notice to Concessionaire. Within 30 (thirty) days of receipt of the Preliminary Notice, Concessionaire shall submit to the Participating ULBs in sufficient detail and if applicable the manner in which inter-alia it proposes to cure the underlying Event of Default or prevent the Event of Default from reoccurring (the "Concessionaire Proposal to Rectify"). The same shall be reasonably considered by the Participating ULBs. In case of non-submission of Concessionaire Proposal to Rectify within the said period of 30 days, the Lead ULB shall be entitled to terminate this Agreement by issuing Termination Notice, and to appropriate the Performance Security, if subsisting. In case Concessionaire has made a Proposal to Rectify within the period stipulated therefore, and the same is accepted by the Participating ULBs as reasonable, the Concessionaire shall be allowed a Cure Period of 60 (sixty) days. If, however the Concessionaire fails to remedy‌ / cure the underlying Event of Default or the factors causing the Event of Default within such further period allowed, the Lead ULB shall be entitled to terminate this Agreement, by issue of Termination Notice and to appropriate the Performance Security, if subsisting. For the avoidance of doubt, the Participating ULBs, at its sole discretion, can reject the Concessionaire Proposal to Rectify if it feels that it is not adequate to cure the Event of Default or prevent the Event of Default from reoccurring.

Termination due to Event of Default. ‌ 28.2.1 (a) Termination for Concessionaire Event of Default‌Default (a1) Without prejudice to any other right or remedy which the Participating ULBs may BRBNmay have in respect thereof under this Agreement, upon the occurrence of a Concessionaire Event of Default, the Participating ULBs shallBRBNshall, subject to the provisions of the “Substitution Agreement” (if any, with the Lenders, pursuant to which, in case of Default by Concessionaire, Lenders shall be allowed to take charge of Concessionaire's roles and responsibilities under this Agreement), be entitled to terminate this Agreement in the manner as set out under Sub-clause (b) of Clause 28.2. 1. Provided however that upon the occurrence of a Concessionaire Event of Default as specified under Sub-clause 28.1.2(t), the Lead ULB may terminate this Agreement by issue of Termination Notice in the manner set out under Clause 28.2.3.‌ (b) If the Lead ULB decide to terminate this Agreement pursuant to preceding Clause (a), it shall in the first instance issue Preliminary Notice to Concessionaire. Within 30 (thirty) days of receipt of the Preliminary Notice, Concessionaire shall submit to the Participating ULBs in sufficient detail and if applicable the manner in which inter-alia it proposes to cure the underlying Event of Default or prevent the Event of Default from reoccurring (the "Concessionaire Proposal to Rectify"). The same shall be reasonably considered by the Participating ULBs. In case of non-submission of Concessionaire Proposal to Rectify within the said period of 30 days, the Lead ULB shall be entitled to terminate this Agreement by issuing a Termination Notice to the Concessionaire, provided that before issuing the Termination Notice, and BRBNshall by a notice in writing inform the Concessionaire of its intention to appropriate issue the Performance Security, if subsistingTermination Notice (the "Preliminary Notice"). In case the underlying breach/default is not cured within a period of 60(sixty) days from the date of the Preliminary Notice (the “Cure Period”) BRBNshall be entitled, to terminate this Agreement by issuing the Termination Notice. Provided further, that (a) if the default is not cured within 30(thirty) days of the Preliminary Notice, BRBNshall be entitled to encash the Performance Security with a notice to the Concessionaire has made (the “Encashment Notice”), (b) if the default is not cured within 30(thirty) days of the Encashment Notice and a Proposal to Rectify fresh Performance Security is not furnished within the same period stipulated thereforein accordance with Article 7.2, and BRBNshall subject to the same is accepted provisions of the Substitution Agreement be entitled to issue the Termination Notice. (2) The following shall apply in respect of cure of any of the defaults and/or breaches of this Agreement : (i) The Cure Period provided in this Agreement shall not relieve the Concessionaire from liability for damages caused by its breach or default; (ii) The Cure Period shall not in any way be extended by any period of suspension under this Agreement; (iii) If the cure of any breach by the Participating ULBs as reasonableConcessionaire requires any reasonable action by Concessionaire that must be approved by BRBNor the Government Agency hereunder the applicable Cure Period shall be extended by the period taken by BRBNor the Government Agency to accord the required approval. (3) Upon Termination by BRBNon account of occurrence of a Concessionaire Event of Default during the Operations Period, the BRBNshall pay to the Concessionaire by way of Termination Payment an amount equal to 90% of the Debt Due less pending insurance claims, if any. Provided, however, that in the event of such insurance claims or any part thereof are not admitted and paid, the Concessionaire shall be allowed a Cure Period of 60 (sixty) days. If, however the Concessionaire fails to remedy‌ / cure the underlying Event of Default or the factors causing the Event of Default within such further period allowed, the Lead ULB shall be entitled to terminate this Agreement, by issue receive from BRBNfurther sum equal to 80%(eighty percent) of Termination Notice and to appropriate the Performance Security, if subsisting. For the avoidance amount of doubt, the Participating ULBs, at its sole discretion, can reject the Concessionaire Proposal to Rectify if it feels that it is such claims not adequate to cure the Event of Default or prevent the Event of Default from reoccurringadmitted.

Termination due to Event of Default. ‌ 28.2.1 Termination for Concessionaire Event of Default‌TERMINATION FOR CONCESSIONAIRE EVENT OF DEFAULT (a1) Without prejudice to any other right or remedy which the Participating ULBs NMMT may have in respect thereof under this Agreement, upon the occurrence of a Concessionaire Event of Default, the Participating ULBs NMMT shall, subject to the provisions of the “Substitution Agreement” (if any, with the Lenders, pursuant to which, in case of Default by Concessionaire, Lenders shall be allowed to take charge of Concessionaire's roles and responsibilities under this Agreement), be entitled to terminate this Agreement in the manner as set out under Sub-clause (b) of Clause 28.2. 1. Provided however that upon the occurrence of by issuing a Concessionaire Event of Default as specified under Sub-clause 28.1.2(t), the Lead ULB may terminate this Agreement by issue of Termination Notice to the Concessionaire, provided that before issuing the Termination Notice, NMMT shall by a notice in writing inform the manner set out under Clause 28.2.3.‌ (b) If Concessionaire of its intention to issue the Lead ULB decide to terminate this Agreement pursuant to preceding Clause (aTermination Notice(the "Preliminary Notice"), it shall in . In case the first instance issue Preliminary Notice to Concessionaire. Within 30 (thirtyunderlying breach/default is not cured within a period of 60(sixty) days of receipt from the date of the Preliminary Notice, Concessionaire shall submit to the Participating ULBs in sufficient detail and if applicable the manner in which inter-alia it proposes to cure the underlying Event of Default or prevent the Event of Default from reoccurring (the "Concessionaire Proposal to Rectify"). The same shall be reasonably considered by the Participating ULBs. In case of non-submission of Concessionaire Proposal to Rectify within the said period of 30 days, the Lead ULB Notice(Cure Period) NMMT shall be entitled to terminate this Agreement by issuing the Termination Notice. Provided further, and to appropriate that (a) if the Performance Securitydefault is not cured within 30(thirty) days of the Preliminary Notice, if subsisting. In case Concessionaire has made a Proposal to Rectify within the period stipulated therefore, and the same is accepted by the Participating ULBs as reasonable, the Concessionaire shall be allowed a Cure Period of 60 (sixty) days. If, however the Concessionaire fails to remedy‌ / cure the underlying Event of Default or the factors causing the Event of Default within such further period allowed, the Lead ULB NMMT shall be entitled to terminate encash the Performance Security with a notice to the Concessionaire (Encashment Notice); (b) if the default is not cured within 30(thirty) days of the Encashment Notice and a fresh Performance Security is not furnished within the same period in accordance with Article 3.2, NMMT is entitled to issue the Termination Notice. (2) The following shall apply in respect of cure of any of the defaults and/or breaches of this Agreement, by issue of Termination Notice and to appropriate the Performance Security, if subsisting. For the avoidance of doubt, the Participating ULBs, at its sole discretion, can reject : (i) The Cure Period provided in this Agreement shall not relieve the Concessionaire Proposal from liability for damages caused by its breach or default; (ii) The Cure Period shall not in any way be extended by any period of suspension under this Agreement; (iii) If the cure of any breach by the Concessionaire requires any reasonable action by the Concessionaire that must be approved by NMMT or any Government Agency hereunder the applicable Cure Period shall be extended by the period taken by NMMT or the Government Agency to Rectify if it feels that it is not adequate to cure accord the Event of Default or prevent the Event of Default from reoccurringrequired approval.

Termination due to Event of Default. ‌ 28.2.1 (a) Termination for Concessionaire Concessionaire‟s Event of Default‌Default (ai) Without prejudice to any other right or remedy which the Participating ULBs State Govt. may have in respect thereof under this Agreement, Agreement and subject to the existing rights of the Lenders upon the occurrence of a Concessionaire Concessionaire‟s Event of Default, the Participating ULBs shall, subject to the provisions of the “Substitution Agreement” (if any, with the Lenders, pursuant to which, in case of Default by Concessionaire, Lenders State Govt. shall be allowed to take charge of Concessionaire's roles and responsibilities under this Agreement), be entitled to terminate Terminate this Agreement in the manner as set out under Sub-clause (bClause 30.3(a)(ii) of and Clause 28.2. 1. Provided however that upon the occurrence of a Concessionaire Event of Default as specified under Sub-clause 28.1.2(t30.3(a)(iii), the Lead ULB may terminate this Agreement by issue of Termination Notice in the manner set out under Clause 28.2.3.‌, (bii) If the Lead ULB decide State Govt. decides to terminate this Agreement pursuant to preceding Clause sub-clause (ai), it shall in the first instance issue Preliminary Notice to Concessionaire. Within 30 [ thirty (thirty30) ] days of receipt of the Preliminary Notice, Concessionaire shall submit to the Participating ULBs State Govt. in sufficient detail and if applicable detail, the manner in which inter-alia it proposes to cure the underlying Event of Default or prevent the Event of Default from reoccurring (the "Concessionaire Concessionaire’s Proposal to Rectify"). The same shall be reasonably considered by the Participating ULBs. In case of non-submission of Concessionaire Concessionaire‟s Proposal to of Rectify within the said period of 30 days, the Lead ULB . State Govt. shall be entitled to terminate this Agreement by issuing Termination Notice, and to appropriate the Performance Security, if subsisting. In case . (iii) If the Concessionaire has made a Proposal to Rectify is submitted within the period stipulated stipulate therefore, and the same is accepted by the Participating ULBs as reasonable, the Concessionaire shall be allowed a Cure Period have further period of 60 (sixty) days. If, however the Concessionaire fails 30 days to remedy‌ remedy / cure the underlying Event of Default or Default. If, however Concessionaire fails to remedy/cure the factors causing the underlying Event of Default within such further period allowed, the Lead ULB allowed State Govt. shall be entitled to terminate this Agreement, Agreement by issue of Termination Notice and to appropriate the Performance SecurityNotice, if subsisting. For the avoidance of doubt, the Participating ULBs, at its sole discretion, can reject the Concessionaire Proposal to Rectify if it feels that it is not adequate to cure the Event of Default or prevent the Event of Default from reoccurring.

Termination due to Event of Default. ‌ 28.2.1 (a) Termination for Concessionaire licensee Event of Default‌Default (ai) Without prejudice to any other right or remedy which the Participating ULBs EDMC may have in respect thereof under this Agreement, upon the occurrence of a Concessionaire licensee Event of Default, the Participating ULBs EDMC shall, subject to the provisions of the “Substitution Agreement” (if any, with the Lenders, pursuant to which, in case of Default by Concessionaire, Lenders shall be allowed to take charge of Concessionaire's roles and responsibilities under this Agreement), be entitled to terminate this Agreement in the manner as set out under Sub-clause Clause 9.2 (ba) of Clause 28.2. 1(iii). Provided however that upon the occurrence of a Concessionaire licensee Event of Default as specified under Sub-clause 28.1.2(tClause 9.2 (a) (iii), the Lead ULB EDMC may terminate this Agreement by issue of Termination termination Notice in the manner set out under Clause 28.2.3.‌9.2 (c). (bii) If the Lead ULB decide EDMC decides to terminate this Agreement pursuant to preceding Clause clause (ai), it shall in the first instance issue Preliminary Notice to Concessionairethe licensee. Within 30 thirty (thirty30) days of receipt of the Preliminary Notice, Concessionaire the licensee shall submit to the Participating ULBs EDMC in sufficient detail and if applicable the manner in which inter-alia interalia it proposes to cure the underlying Event of Default or prevent the Event of Default from reoccurring (the "Concessionaire “licensee’s Proposal to Rectify"”). The same shall be reasonably considered by the Participating ULBsEDMC. In case of non-non- submission of Concessionaire the licensee’s Proposal to Rectify within the said period of 30 days, the Lead ULB EDMC shall be entitled to terminate this Agreement by issuing Termination Notice, and to appropriate the and Performance Security, if subsisting. . (iii) In case Concessionaire the licensee has made a Proposal to Rectify rectify is submitted within the period stipulated therefore, and the same is accepted by licensee shall have further period of 30 days to remedy/cure the Participating ULBs as reasonable, the Concessionaire shall be allowed a Cure Period underlying Event of 60 (sixty) daysDefault. If, however the Concessionaire licensee fails to remedy‌ / remedy/cure the underlying Event of Default or Default. If, however the factors causing licensee fails to remedy/cure the underlying Event of Default within such further period allowed, the Lead ULB EDMC shall be entitled to terminate this Agreement, by issue of Termination Notice and to appropriate the Performance Security, if subsisting. For the avoidance of doubt, the Participating ULBs, at its sole discretion, can reject the Concessionaire Proposal to Rectify if it feels that it is not adequate to cure the Event of Default or prevent the Event of Default from reoccurring.

Termination due to Event of Default. ‌ 28.2.1 28.1. Termination for Concessionaire Operator’s Event of Default‌Default (a) a. Without prejudice to any other right rights or remedy remedies, which the Participating ULBs Authority may have in respect thereof under this Agreement, upon the occurrence of a Concessionaire an Operator Event of Default, the Participating ULBs shall, subject to the provisions of the “Substitution Agreement” (if any, with the Lenders, pursuant to which, in case of Default by Concessionaire, Lenders shall be allowed to take charge of Concessionaire's roles and responsibilities under this Agreement), be entitled to terminate this Agreement in the manner as set out under Sub-clause (b) of Clause 28.2. 1. Provided however that upon the occurrence of a Concessionaire Event of Default as specified under Sub-clause 28.1.2(t), the Lead ULB may terminate this Agreement by issue of Termination Notice in the manner set out under Clause 28.2.3.‌ (b) If the Lead ULB decide to terminate this Agreement pursuant to preceding Clause (a), it shall in the first instance issue Preliminary Notice to Concessionaire. Within 30 (thirty) days of receipt of the Preliminary Notice, Concessionaire shall submit to the Participating ULBs in sufficient detail and if applicable the manner in which inter-alia it proposes to cure the underlying Event of Default or prevent the Event of Default from reoccurring (the "Concessionaire Proposal to Rectify"). The same shall be reasonably considered by the Participating ULBs. In case of non-submission of Concessionaire Proposal to Rectify within the said period of 30 days, the Lead ULB Authority shall be entitled to terminate this Agreement by issuing a Termination Notice to the Operator; provided that before issuing the Termination Notice, the Authority shall by a notice inform the Operator of its intention to issue such Termination Notice and grant [15 (fifteen) days] or such other reasonable period as the Authority deems fit at its sole discretion to appropriate the Operator to remedy the default (“Remedial Period”) and/or make representations, and may after the expiry of such Remedial Period on non remedy of breach/default to the satisfaction of the Authority, whether or not it is in receipt of such representation, issue Termination Notice and then terminate the Agreement. b. In the event of termination for an Operator Event of Default, the Authority shall: i. Be entitled to invoke and retain the Performance SecuritySecurity amount in full; ii. Takeover peaceful possession without any Encumbrance of all Contracted Buses, if subsistingBus Depots, Terminals, and/or Parking provided to the Operator; and iii. In case Concessionaire has Refund the Upfront Contribution made a Proposal to Rectify within the period stipulated therefore, and the same is accepted by the Participating ULBs as reasonableOperator till the date of termination, to the Authority in the table below after deduction of any payment due to the Authority; 1st year of the Contract Period of N year 100% 2nd year of the Contract Period of N year 100%- (100%/N) = X N year of the Contract Period X - (100%/N) = Y 28.2. Termination for Authority’s Event of Default a. Without prejudice to any other right or remedies which the Operator may have under this Agreement, upon occurrence of Authority’s Event of Default, the Concessionaire shall be allowed a Cure Period of 60 (sixty) days. If, however the Concessionaire fails to remedy‌ / cure the underlying Event of Default or the factors causing the Event of Default within such further period allowed, the Lead ULB Operator shall be entitled to terminate this AgreementAgreement by issuing a Termination Notice to the Authority; provided that before issuing the Termination Notice, the Operator shall by a notice inform the Authority of its intention to issue of such Termination Notice and grant [15 (fifteen) days or reasonable period to appropriate the Performance SecurityAuthority to remedy the default and/or make representations, if subsisting. For and may after the avoidance expiry of doubtsuch Remedial Period on non remedy of breach/default, issue a Termination Notice. b. Upon Termination of this Agreement on account of Authority’s Event of Default, the Participating ULBs, at its sole discretion, can reject Authority shall: i. Refund/ release of performance security [if still subsisting] in full provided there are no outstanding dues off the Concessionaire Proposal to Rectify if it feels that it is not adequate to cure Authority on the Event Operator ii. Pay any sum due and payable as the Operation Payment by 57Drafting Note: The calculation has been illustrated as follows with assumption of Default or prevent the Event of Default from reoccurring.Contract Period being 9 years;

Termination due to Event of Default. ‌ 28.2.1 (a) Termination for Concessionaire lessee Event of Default‌Default (ai) Without prejudice to any other right or remedy which the Participating ULBs EDMC may have in respect thereof under this Agreement, upon the occurrence of a Concessionaire lessee Event of Default, the Participating ULBs EDMC shall, subject to the provisions of the “Substitution Agreement” (if any, with the Lenders, pursuant to which, in case of Default by Concessionaire, Lenders shall be allowed to take charge of Concessionaire's roles and responsibilities under this Agreement), be entitled to terminate this Agreement in the manner as set out under Sub-clause Clause 9.2 (ba) of Clause 28.2. 1(iii). Provided however that upon the occurrence of a Concessionaire lessee Event of Default as specified under Sub-clause 28.1.2(tClause 9.2 (a) (iii), the Lead ULB EDMC may terminate this Agreement by issue of Termination termination Notice in the manner set out under Clause 28.2.3.‌9.2 (c). (bii) If the Lead ULB decide EDMC decides to terminate this Agreement pursuant to preceding Clause clause (ai), it shall in the first instance issue Preliminary Notice to Concessionairethe lessee. Within 30 thirty (thirty30) days of receipt of the Preliminary Notice, Concessionaire the lessee shall submit to the Participating ULBs EDMC in sufficient detail and if applicable the manner in which inter-alia interalia it proposes to cure the underlying Event of Default or prevent the Event of Default from reoccurring (the "Concessionaire “lessee’s Proposal to Rectify"”). The same shall be reasonably considered by the Participating ULBsEDMC. In case of non-non- submission of Concessionaire the lessee’s Proposal to Rectify within the said period of 30 days, the Lead ULB EDMC shall be entitled to terminate this Agreement by issuing Termination Notice, and to appropriate the Performance Security, if subsisting. . (iii) In case Concessionaire the lessee has made a Proposal to Rectify rectify is submitted within the period stipulated therefore, and the same is accepted by lessee shall have further period of 30 days to remedy/cure the Participating ULBs as reasonable, the Concessionaire shall be allowed a Cure Period underlying Event of 60 (sixty) daysDefault. If, however the Concessionaire lessee fails to remedy‌ / remedy/cure the underlying Event of Default or the factors causing the Event of Default within such further period allowed, the Lead ULB EDMC shall be entitled to terminate this Agreement, by issue of Termination Notice and to appropriate the Performance Security, if subsisting. For the avoidance of doubt, the Participating ULBs, at its sole discretion, can reject the Concessionaire Proposal to Rectify if it feels that it is not adequate to cure the Event of Default or prevent the Event of Default from reoccurring.