Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that the Promoter will: (a) deliver to the Bank: (i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this Contract; and (ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense and the Borrower shall provide such persons with all assistance necessary for the purpose; (b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project; (c) promptly inform the Bank of: (i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or any Environmental Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other matters affecting the Project; and (ii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project; (iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and (iv) any non-compliance by it with any applicable Environmental Law; and (v) any suspension, revocation or modification of any Environmental Approval, and set out the action to be taken with respect to such matters. (d) provide to the Bank, if so requested:
Appears in 3 contracts
Samples: Financial Agreement, Financial Agreement, Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this ContractParties; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental matters relating to Environment or Social Matters of or for the Project Project, or any information or further document required by the Bank to comply with its obligations under the NDICI-GE Regulation or the Financial Regulation, as the Bank may reasonably require within a reasonable time; , provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly notify the Bank of:
(i) the suspension or cancellation of the Project;
(ii) any material alteration to any laws, constitutional documents or shareholding structure relating to the Promoter with a material effect on the Project after the date of this Contract; and
(iii) any disposal by the Promoter of any material assets forming part of the Project; and
(d) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or any Environmental Claim that the Promoter (as applicable) which is to its knowledge commenced, pending or threatened against it material with regard to environmental environmental, social or other matters affecting the Project; and;
(ii) any fact or event known to true copies of contracts financed with the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation proceeds of the ProjectLoan and evidence of expenditures relating to disbursements;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; and
(v) any suspension, revocation or modification of any Environmental Approval, and set out the action to be taken with respect to such matters.
(d) provide to the Bank, if so requested:
Appears in 3 contracts
Samples: Financial Agreement, Financial Agreement, Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 (A.2) or otherwise as agreed from time to time by the parties to this Contract; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project and related environmental or social matters as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements;
(iii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(v) any suspension, revocation or modification of any Environmental or Social Approval,
(vi) a genuine allegation or complaint with regard to any Prohibited Conduct related to the Project;
(vii) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and set out the action to be taken with respect to such matters; and
8.2 Information concerning the Borrower
(a) deliver to the Bank:
(i) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and
(ii) any such information or further document concerning customer due diligence matters of or for the Borrower and/or the Promoter to comply with "know your customer" (KYC) or similar identification procedures as the Bank may reasonably require within a reasonable time; as the Bank may deem necessary or may reasonably require to be provided within a reasonable time, and
(b) inform the Bank immediately of:
(i) any fact which obliges it to prepay any financial indebtedness or any European Union funding;
(ii) any event or decision that constitutes or may result in a Prepayment Event;
(iii) any intention on its part to relinquish ownership of any material component of the Project;
(iv) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;
(v) any Event of Default having occurred or being threatened or anticipated;
(vi) any fact or event which results in (a) any member of its or Promoter’s management bodies or (b) any of its controlling entities being a Sanctioned Person;
(vii) to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower, the Promoter or its controlling entities or members of the Borrower’s or Promoter’s management bodies in connection with Prohibited Conduct related to the Loan or the Project;
(viii) any measure taken by the Borrower pursuant to Article 6.8 of this Contract;
(ix) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if adversely determined result in a Material Adverse Change.
8.3 Visits, Right of Access and Investigation
(a) The Borrower shall allow persons designated by the Bank, as well as persons designated by the competent EU institutions including the European Court of Auditors, the European Commission and the European Anti-Fraud Office to:
(i) visit the sites, installations and works comprising the Project and to conduct such checks as they may wish for purposes connected with this Contract and the financing of the Project;
(ii) interview representatives of the Borrower and/or Promoter, and not obstruct contacts with any other person involved in or affected by the Project; and
(iii) review the Borrower’s and/or Promoter’s books and records in relation to the execution of the Project and to be able to take copies of related documents to the extent permitted by the law.
(db) The Borrower shall facilitate investigations by the Bank and by other competent European Union institutions or bodies in connection with any alleged or suspected occurrence of a Prohibited Conduct and shall provide to the Bank, if so requested:or ensure that the Bank is provided, with all necessary assistance for the purposes described in this Article.
9.1 Taxes, duties and fees
Appears in 2 contracts
Samples: Financial Agreement, Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this Contract; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project and related environmental or social matters as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements;
(iii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(v) any suspension, revocation or modification of any Environmental or Social Approval,
(vi) a genuine allegation or complaint with regard to any Prohibited Conduct related to the Project;
(vii) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and set out the action to be taken with respect to such matters.
8.2 Information concerning the Borrower
(da) provide deliver to the Bank:
(i) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and
(ii) any such information or further document concerning customer due diligence matters of or for the Borrower and/or the Promoter to comply with “know your customer” (KYC) or similar identification procedures as the Bank may reasonably require within a reasonable time; as the Bank may deem necessary or may reasonably require to be provided within a reasonable time, and
(b) inform the Bank immediately of:
(i) any fact which obliges it to prepay any financial indebtedness or any European Union funding;
(ii) any event or decision that constitutes or may result in a Prepayment Event;
(iii) any intention on its part to relinquish ownership of any material component of the Project;
(iv) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;
(v) any Event of Default having occurred or being threatened or anticipated;
(vi) any fact or event which results in (a) any member of its or Promoter’s management bodies or (b) any of its controlling entities being a Sanctioned Person;
(vii) to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower, the Promoter or its controlling entities or members of the Borrower’s or Promoter’s management bodies in connection with Prohibited Conduct related to the Loan or the Project;
(viii) any measure taken by the Borrower pursuant to Article 6.8 of this Contract;
(ix) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if so requestedadversely determined result in a Material Adverse Change.
8.3 Visits, Right of Access and Investigation
(a) The Borrower shall allow persons designated by the Bank, as well as persons designated by the competent EU institutions including the European Court of Auditors, the European Commission and the European Anti-Fraud Office to:
(i) visit the sites, installations and works comprising the Project and to conduct such checks as they may wish for purposes connected with this Contract and the financing of the Project,
(ii) interview representatives of the Borrower and/or Promoter, and not obstruct contacts with any other person involved in or affected by the Project; and
(iii) review the Borrower’s and/or Promoter’s books and records in relation to the execution of the Project and to be able to take copies of related documents to the extent permitted by the law.
(b) The Borrower shall facilitate investigations by the Bank and by other competent European Union institutions or bodies in connection with any alleged or suspected occurrence of a Prohibited Conduct and shall provide the Bank, or ensure that the Bank is provided, with all necessary assistance for the purposes described in this Article.
9.1 Taxes, duties and fees
Appears in 2 contracts
Samples: Financial Agreement, Финансијски Уговор
Clauses by inclusion. If the Borrower concludes with any other medium or long term financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, pari passu ranking or cross default that is not provided for in this Contract or is more favourable to stricter than the relevant financial creditor than any equivalent provision of this Contract is to the BankContract, the Borrower shall promptly so inform the Bank and shall provide a copy shall, at the request of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes , execute an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this Contract; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project as the Bank may reasonably require within a reasonable time; , provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense and the Borrower shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or any Environmental Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other matters affecting the Project; and;
(ii) any fact or event known to the Borrower or the PromoterBorrower, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and;
(iv) any non-compliance by it with any applicable Environmental Law; and;
(v) any suspension, revocation or modification of any Environmental Approval, and set out the action to be taken with respect to such matters.;
(d) deliver by the dates respectively specified below and in a manner satisfactory to the Bank, documents in English or accompanied by an English translation, evidencing Qualifying Expenditure up to the following respective amounts:
(i) within 90 (ninety) days following the disbursement of a Tranche, 75% (seventy-five per cent.) of the amount of that Tranche plus 100% (one hundred per cent.) of all previously disbursed Tranches; and
(ii) within 120 (one hundred and twenty) days following the disbursement of a Tranche, 100% (one hundred per cent.) of the amount of that Tranche plus 100% (one hundred per cent.) of all previously disbursed Tranches; and
(e) provide to the Bank, if so requested:
(i) a certificate of its insurers showing fulfilment of the requirements of Article 6.5(c); and
(ii) annually, a list of policies in force covering the insured property forming part of the Project, together with confirmation of payment of the current premiums.
8.2 Information concerning the Borrower
(a) ensure that its accounting records fully reflect the operations relating to the financing, execution and operation of the Project; and
(b) inform the Bank immediately of:
(i) any fact which obliges it to prepay any financial indebtedness or any European Union funding;
(ii) any event or decision that constitutes or may result in a Prepayment Event;
(iii) any intention on its part to grant any Security over any of its assets in favour of a third party;
(iv) any intention on its part to sell, transfer, lease or otherwise dispose of its assets and which could trigger a breach of Article 6.7;
(v) any intention on its part to relinquish ownership of any material component of the Project;
(vi) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;
(vii) any Event of Default having occurred or being threatened or anticipated;
(viii) any measure taken by the Borrower pursuant to Article 6.5(f) of this Contract; and
(ix) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if adversely determined result in a Material Adverse Change.
8.3 Visits by the Bank
(a) to visit the sites, installations and works comprising the Project;
(b) to interview representatives of the Borrower, and not obstruct contacts with any other person involved in or affected by the Project; and
(c) to review the Borrower’s books and records in relation to the execution of the Project and to be able to take copies of related documents to the extent permitted by the law. The Borrower shall provide the Bank, or ensure that the Bank is provided, with all necessary assistance for the purposes described in this Article. The Borrower acknowledges that the Bank may be obliged to communicate information relating to the Borrower and the Project to any competent institution or body of the European Union in accordance with the relevant mandatory provisions of European Union law.
Appears in 2 contracts
Samples: Financial Agreement, Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this ContractParties; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation of the Project and environmental related matters of Environment or for Social Matters, or any information or further document required by the Project Bank to comply with its obligations under the NDICI-GE Regulation or the Financial Regulation, as the Bank may reasonably require within a reasonable time; , provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(viv) any suspension, revocation or modification of any Environmental or Social Approval,
(v) a genuine allegation or complaint with regard to any Prohibited Conduct or any Sanction related to the Project; and
(vi) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct or any violation of any Sanction has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and set out the action to be taken with respect to such matters.
(d) provide to the Bank, if so requested:;
Appears in 2 contracts
Samples: Финансијски Уговор, Финансијски Уговор
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Borrower
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by time, such further information on its general financial situation as the parties to this ContractBank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental customer due diligence matters of or for the Project Borrower as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense and the Borrower shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank immediately of:
(i) any action or protest initiated fact which obliges it to prepay any financial indebtedness or any objection raised by any third party or any genuine complaint received by the Borrower or any Environmental Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other matters affecting the Project; andEuropean Union funding;
(ii) any fact event or event known to the Borrower decision that constitutes or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Projectresult in a Prepayment Event;
(iii) any intention on its part to grant any Security over any of its assets in favour of a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; andthird party;
(iv) any non-compliance by it with fact or event that is reasonably likely to prevent the substantial fulfilment of any applicable Environmental Law; andobligation of the Borrower under this Contract;
(v) any suspensionEvent of Default having occurred or being threatened or anticipated;
(vi) any fact or event which results in the Borrower’s officials or persons holding a public office being a Sanctioned Person;
(vii) to the extent permitted by law, revocation any material litigation, arbitration, administrative proceedings or modification investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower or its officials or persons holding a public office, in connection with Prohibited Conduct related to the Loan;
(viii) any Environmental Approvalmeasure taken by the Borrower pursuant to Article 6.4 of this Contract; and
(ix) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and set out the action to be taken with respect to such matterswhich might if adversely determined result in a Material Adverse Change.
(d) provide to the Bank9.1 Taxes, if so requested:duties and fees
Appears in 1 contract
Samples: Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this ContractParties; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation of the Project and environmental related matters of Environment or for Social Matters, or any information or further document required by the Project Bank to comply with its obligations under the NDICI-GE Regulation or the Financial Regulation, as the Bank may reasonably require within a reasonable time; , provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; and
(v) any suspension, revocation or modification of any Environmental Approval, and set out the action to be taken with respect to such matters.
(d) provide to the Bank, if so requested:
Appears in 1 contract
Samples: Финансијски Уговор
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure procure that the Promoter will:
shall (a) as applicable): deliver to the Bank:
(i) : the information in content and in form, and at the times, specified in Schedule A.2 (A.2) or otherwise as agreed from time to time by the parties to this Contract; and
(ii) and any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project and related environmental or social matters as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) ; submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) ; promptly inform the Bank of:
(i) : any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and
(ii) true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements; any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Lawand Social Standard; and
(v) any suspension, revocation or modification of any Environmental or Social Approval, a genuine allegation or complaint with regard to any Prohibited Conduct related to the Project; should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and set out the action to be taken with respect to such matters.
(d) provide ; and The Borrower shall: deliver to the Bank: from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and any such information or further document concerning customer due diligence matters of or for the Borrower and/or the Promoter to comply with "know your customer" (KYC) or similar identification procedures as the Bank may reasonably require within a reasonable time; as the Bank may deem necessary or may reasonably require to be provided within a reasonable time, and inform the Bank immediately of: any fact which obliges it to prepay any financial indebtedness or any European Union funding; any event or decision that constitutes or may result in a Prepayment Event; any intention on its part to relinquish ownership of any material component of the Project; any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract; any Event of Default having occurred or being threatened or anticipated; any fact or event which results in (a) any member of its or Promoter’s management bodies or (b) any of its controlling entities being a Sanctioned Person; to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower, the Promoter or its controlling entities or members of the Borrower’s or Promoter’s management bodies in connection with Prohibited Conduct related to the Loan or the Project; any measure taken by the Borrower pursuant to Article 6.8 of this Contract; any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if adversely determined result in a Material Adverse Change. The Borrower acknowledges, and shall ensure that the Promoter shall acknowledge that the Bank may be obliged to communicate information relating to the Borrower, the Promoter and the Project to any competent institution or body of the European Union in accordance with the relevant mandatory provisions of European Union law. The Borrower shall allow persons designated by the Bank, as well as persons designated by the competent EU institutions including the European Court of Auditors, the European Commission and the European Anti-Fraud Office to: visit the sites, installations and works comprising the Project and to conduct such checks as they may wish for purposes connected with this Contract and the financing of the Project; interview representatives of the Borrower and/or Promoter, and not obstruct contacts with any other person involved in or affected by the Project; and review the Borrower’s and/or Xxxxxxxx’x books and records in relation to the execution of the Project and to be able to take copies of related documents to the extent permitted by the law. The Borrower shall facilitate investigations by the Bank and by other competent European Union institutions or bodies in connection with any alleged or suspected occurrence of a Prohibited Conduct and shall provide the Bank, or ensure that the Bank is provided, with all necessary assistance for the purposes described in this Article. The Borrower shall pay all Taxes, duties, fees and other impositions of whatsoever nature, including stamp duty and registration fees, arising out of the execution or implementation of this Contract or any related document and in the creation, perfection, registration or enforcement of any Security for the Loan to the extent applicable. In such cases, the Borrower shall ensure that the proceeds of the Loan shall not be used for financing of customs duties and Taxes levied by, or in the territory of, the Borrower in respect of all goods, works and services procured by the Promoter for the purposes of the Project. The Borrower shall pay all principal, interest, indemnities and other amounts due under this Contract gross without any withholding or deduction of any national or local impositions whatsoever required by law or under an agreement with a governmental authority or otherwise. If the Borrower is obliged to make any such withholding or deduction, it shall gross up the payment to the Bank so requested:that after withholding or deduction, the net amount received by the Bank is equivalent to the sum due.
Appears in 1 contract
Samples: Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this ContractParties; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation of the Project and environmental related matters of Environment or for Social Matters, or any information or further document required by the Project Bank to comply with its obligations under the NDICI-GE Regulation or the Financial Regulation, as the Bank may reasonably require within a reasonable time; , provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(viv) any suspension, revocation or modification of any Environmental or Social Approval;
(v) a genuine allegation or complaint with regard to any Prohibited Conduct or any Sanction related to the Project; and
(vi) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct or any violation of any Sanction has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and set out the action to be taken with respect to such matters.
(d) provide to the Bank, if so requested:;
Appears in 1 contract
Samples: Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in A.2 of Schedule A.2 A or otherwise as agreed from time to time by the parties to this Contract; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project and related environmental or social matters as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements;
(iii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(v) any suspension, revocation or modification of any Environmental or Social Approval,
(vi) a genuine allegation or complaint with regard to any Prohibited Conduct related to the Project;
(vii) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin;
(viii) any changes to the initial procurement plan; and set out the action to be taken with respect to such matters.
8.2 Information concerning the Borrower
(a) deliver to the Bank:
(i) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and
(ii) any such information or further document concerning customer due diligence matters of or for the Borrower and/or the Promoter to comply with “know your customer” (KYC) or similar identification procedures as the Bank may reasonably require within a reasonable time; as the Bank may deem necessary or may reasonably require to be provided within a reasonable time, and
(b) inform the Bank immediately of:
(i) any fact which obliges it to prepay any financial indebtedness or any European Union funding;
(ii) any event or decision that constitutes or may result in a Prepayment Event;
(iii) any intention on its part to relinquish ownership of any material component of the Project;
(iv) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;
(v) any Event of Default having occurred or being threatened or anticipated;
(vi) any fact or event which results in (a) any member of its or Promoter’s management bodies or (b) any of its controlling entities being a Sanctioned Person;
(vii) to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower, the Promoter or its controlling entities or members of the Borrower’s or Promoter’s management bodies in connection with Prohibited Conduct related to the Loan or the Project;
(viii) any measure taken by the Borrower pursuant to Article 6.8 of this Contract;
(ix) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if adversely determined result in a Material Adverse Change; and
(x) any material development in relation to any pending litigation, arbitration or administrative proceedings or investigation with respect to tax avoidance.
8.3 Visits, Right of Access and Investigation
(a) The Borrower shall allow persons designated by the Bank, as well as persons designated by the competent EU institutions including the European Court of Auditors, the European Commission and the European Anti-Fraud Office to:
(i) visit the sites, installations and works comprising the Project and to conduct such checks as they may wish for purposes connected with this Contract and the financing of the Project;
(ii) interview representatives of the Borrower and/or Promoter, and not obstruct contacts with any other person involved in or affected by the Project; and
(iii) review the Borrower’s and/or Promoter’s books and records in relation to the execution of the Project and to be able to take copies of related documents to the extent permitted by the law.
(b) The Borrower shall facilitate investigations by the Bank and by other competent European Union institutions or bodies in connection with any alleged or suspected occurrence of a Prohibited Conduct and shall provide the Bank, or ensure that the Bank is provided, with all necessary assistance for the purposes described in this Article.
9.1 Taxes, duties and fees
(a) The Borrower shall pay all Taxes, duties, fees and other impositions of whatsoever nature, including stamp duty and registration fees, arising out of the execution or implementation of this Contract or any related document and in the creation, perfection, registration or enforcement of any Security for the Loan to the extent applicable.
(b) The Borrower shall pay all principal, interest, indemnities and other amounts due under this Contract gross without any withholding or deduction of any national or local impositions whatsoever required by law or under an agreement with a governmental authority or otherwise. If the Borrower is obliged to make any such withholding or deduction, it shall gross up the payment to the Bank so that after withholding or deduction, the net amount received by the Bank is equivalent to the sum due.
(c) In such cases, the Borrower shall ensure that the proceeds of the Loan shall not be used for financing of customs duties and Taxes levied by, or in the territory of, the Borrower in respect of all goods, works and services procured by the Promoter for the purposes of the Project.
(d) provide Without prejudice to the Bankprovisions of paragraphs (a) above, all goods, i.g. equipment and materials procured by the Promoter for the purposes of the Project implementation if so requested:financed form the Loan are exempted from the payment of costs of customs duties and other import duties, payment of value added tax and any other duties occurring in the execution of the Project implementation.
Appears in 1 contract
Samples: Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that the Promoter will:
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this Contract; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense and the Borrower shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or any Environmental Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other matters affecting the Project; and
(ii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; and
(v) any suspension, revocation or modification of any Environmental Approval, and set out the action to be taken with respect to such matters.
(d) provide to the Bank, if so requested:
(i) a certificate of its insurers showing fulfilment of the requirements of Article 6.09(c);
(ii) annually, a list of policies in force covering the insured property forming part of the Project, together with confirmation of payment of the current premiums.
Appears in 1 contract
Samples: Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 Annex II to the Technical Side Letter or otherwise as agreed from time to time by the parties to this ContractParties; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation of the Project and environmental related matters of Environment or for Social Matters, or any information or further document required by the Project Bank to comply with its obligations under the NDICI-GE Regulation or the Financial Regulation, as the Bank may reasonably require within a reasonable time; , provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(viv) any suspension, revocation or modification of any Environmental or Social Approval;
(v) a genuine allegation or complaint with regard to any Prohibited Conduct or any Sanction related to the Project; and
(vi) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct or any violation of any Sanction has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and set out the action to be taken with respect to such matters.
(d) provide to the Bank, if so requested:;
Appears in 1 contract
Samples: Финансијски Уговор
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. .
8.1 Information concerning the Project The Borrower shall, and shall ensure procure that the Promoter will:shall (as applicable):
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this ContractParties; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation of the Project and environmental related matters of Environment or for Social Matters, or any information or further document required by the Project Bank to comply with its obligations under the NDICI-GE Regulation or the Financial Regulation, as the Bank may reasonably require within a reasonable time; , provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(viv) any suspension, revocation or modification of any Environmental or Social Approval;
(v) a genuine allegation or complaint with regard to any Prohibited Conduct or any Sanction related to the Project; and
(vi) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct or any violation of any Sanction has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and set out the action to be taken with respect to such matters.
(d) provide to the Bank, if so requested:;
Appears in 1 contract
Samples: Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this ContractParties; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation of the Project and environmental related matters of Environment or for Social Matters, or any information or further document required by the Project Bank to comply with its obligations under the NDICI-GE Regulation or the Financial Regulation, as the Bank may reasonably require within a reasonable time; , provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(viv) any suspension, revocation or modification of any Environmental or Social Approval;
(v) a genuine allegation or complaint with regard to any Prohibited Conduct or any Sanction related to the Project; and
(vi) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct or any violation of any Sanction has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and set out the action to be taken with respect to such matters.;
(d) provide to the Bank, if so requested:
(i) a certificate of its insurers showing fulfilment of the requirements of Article 6.5(c);
(ii) annually, a list of policies in force covering the insured property forming part of the Project, together with confirmation of payment of the current premiums; and
(iii) true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements.
8.2 Information concerning the Borrower
(a) deliver to the Bank:
(i) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and
(ii) any such information, evidence or further document concerning the compliance with the due diligence requirements of the Bank for the Borrower and the Promoter, including, but not limited to "know your customer" (KYC) or similar identification and verification procedures, as the Bank may reasonably require within a reasonable time; as the Bank may deem necessary or may reasonably require to be provided within a reasonable time, and
(b) inform the Bank immediately of:
(i) any fact which obliges it to prepay any financial indebtedness or any European Union funding;
(ii) any event or decision that constitutes or may result in a Prepayment Event;
Appears in 1 contract
Samples: Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in A.2 of Schedule A.2 A or otherwise as agreed from time to time by the parties to this Contract; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project and related environmental or social matters as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements;
(iii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(v) any suspension, revocation or modification of any Environmental or Social Approval,
(vi) a genuine allegation or complaint with regard to any Prohibited Conduct related to the Project;
(vii) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and set out the action to be taken with respect to such matters.
8.2 Information concerning the Borrower
(da) provide deliver to the Bank:
(i) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and
(ii) any such information or further document concerning customer due diligence matters of or for the Borrower and/or the Promoter to comply with “know your customer” (KYC) or similar identification procedures as the Bank may reasonably require within a reasonable time; as the Bank may deem necessary or may reasonably require to be provided within a reasonable time, and
(b) inform the Bank immediately of:
(i) any fact which obliges it to prepay any financial indebtedness or any European Union funding;
(ii) any event or decision that constitutes or may result in a Prepayment Event;
(iii) any intention on its part to relinquish ownership of any material component of the Project;
(iv) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;
(v) any Event of Default having occurred or being threatened or anticipated;
(vi) any fact or event which results in (a) any member of its or Promoter’s management bodies or (b) any of its controlling entities being a Sanctioned Person;
(vii) to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower, the Promoter or its controlling entities or members of the Borrower’s or Promoter’s management bodies in connection with Prohibited Conduct related to the Loan or the Project;
(viii) any measure taken by the Borrower pursuant to Article 6.8 of this Contract;
(ix) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if so requestedadversely determined result in a Material Adverse Change.
8.3 Visits, Right of Access and Investigation
(a) The Borrower shall allow persons designated by the Bank, as well as persons designated by the competent EU institutions including the European Court of Auditors, the European Commission and the European Anti-Fraud Office to:
(i) visit the sites, installations and works comprising the Project and to conduct such checks as they may wish for purposes connected with this Contract and the financing of the Project,
(ii) interview representatives of the Borrower and/or Promoter, and not obstruct contacts with any other person involved in or affected by the Project; and
(iii) review the Borrower’s and/or Promoter’s books and records in relation to the execution of the Project and to be able to take copies of related documents to the extent permitted by the law.
(b) The Borrower shall facilitate investigations by the Bank and by other competent European Union institutions or bodies in connection with any alleged or suspected occurrence of a Prohibited Conduct and shall provide the Bank, or ensure that the Bank is provided, with all necessary assistance for the purposes described in this Article.
9.1 Taxes, duties and fees
Appears in 1 contract
Samples: Финансијски Уговор – Оквир За Јачање Отпорности Локалне Инфраструктуре
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 Annex II to the Technical Side Letter or otherwise as agreed from time to time by the parties to this ContractParties; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation of the Project and environmental related matters of Environment or for Social Matters, or any information or further document required by the Project Bank to comply with its obligations under the NDICI-GE Regulation or the Financial Regulation, as the Bank may reasonably require within a reasonable time; , provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(viv) any suspension, revocation or modification of any Environmental or Social Approval;
(v) a genuine allegation or complaint with regard to any Prohibited Conduct or any Sanction related to the Project; and
(vi) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct or any violation of any Sanction has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and set out the action to be taken with respect to such matters.;
(d) promptly inform the Bank:
(i) when the implementation of any allocated scheme is suspended or the scheme is cancelled;
(ii) on any suspension of payments or infringement procedures initiated by the European Commission related to the implementation of a sub-project under this operation and/or to the relevant laws and regulations;
(iii) about any material modifications in the planning and development strategies within the local public administration and send to the Bank a copy of the new strategies and relevant documents; and
(e) provide to the Bank, if so requested:
(i) a certificate of its insurers showing fulfilment of the requirements of Article 6.5(c);
(ii) annually, a list of policies in force covering the insured property forming part of the Project, together with confirmation of payment of the current premiums; and
(iii) true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements.
8.2 Information concerning the Borrower
(a) deliver to the Bank:
(i) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and
(ii) any such information, evidence or further document concerning the compliance with the due diligence requirements of the Bank for the Borrower and the Promoter, including, but not limited to “know your customer” (KYC) or similar identification and verification procedures, as the Bank may reasonably require within a reasonable time; as the Bank may deem necessary or may reasonably require to be provided within a reasonable time, and
(b) inform the Bank immediately of:
(i) any fact which obliges it to prepay any financial indebtedness or any European Union funding;
(ii) any event or decision that constitutes or may result in a Prepayment Event;
(iii) any intention on its part to relinquish ownership of any material component of the Project;
(iv) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;
(v) any Event of Default having occurred or being threatened or anticipated;
(vi) any fact or event which results in the Borrower or the Promoter, or any Relevant Person in respect of the Borrower or the Promoter, or their controlling entities being a Sanctioned Person;
(vii) unless prohibited by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower, the Promoter or its controlling entities or members of the Borrower’s or Promoter’s management bodies in connection with Prohibited Conduct related to the Credit, Loan or the Project;
(viii) any measure taken by the Borrower pursuant to Article 6.8 of this Contract; or
(ix) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if adversely determined result in a Material Adverse Change.
8.3 Visits, Right of Access and Investigation
(a) The Borrower shall allow the Bank, and when either required by the relevant mandatory provisions of EU law or pursuant to the NDICI-GE Regulation or the Financial Regulation, as applicable, the European Court of Auditors, the European Commission, the European Anti-Fraud Office and the European Public Prosecutor’s Office, as well as persons designated by the foregoing (each a “Relevant Party”), to:
(i) visit the sites, installations and works comprising the Project;
(ii) interview representatives of the Borrower and/or the Promoter, and not obstruct contacts with any other person involved in or affected by the Project; and
(iii) conduct such investigations, inspections, on-the-spot audits and checks as they may wish and review the Borrower’s and/or Promoter’s books and records in relation to the Loan, the Contract and the execution of the Project, and to be able to take copies of related documents to the extent permitted by the law;
(b) The Borrower shall provide the Bank and any Relevant Party, or ensure that the Bank and the Relevant Parties are provided, with access to information, facilities and documentation, as well as with all necessary assistance, for the purposes described in this Article.
Appears in 1 contract
Samples: Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other medium or long term financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, pari passu ranking or cross default that is not provided for in this Contract or is more favourable to stricter than the relevant financial creditor than any equivalent provision of this Contract is to the BankContract, the Borrower shall promptly so inform the Bank and shall provide a copy shall, at the request of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes , execute an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this Contract; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental and social matters of or for the Project as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense (within the limit of reasonable and duly documented expenses) and the Borrower shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental social or other matters affecting the Project; and;
(ii) any fact or event known to the Borrower or the PromoterBorrower, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and;
(iv) any non-compliance by it with any applicable Environmental and Social Law; and;
(v) any suspension, revocation or modification of any Environmental or Social Approval, and set out the action to be taken with respect to such matters.;
(d) deliver by the dates respectively specified below and in a manner satisfactory to the Bank, documents in English or accompanied by an English translation, evidencing Qualifying Expenditure up to the following respective amounts:
(i) within 90 (ninety) days following the disbursement of a Tranche, 75% (seventy-five per cent) of the amount of that Tranche plus 100% (one hundred per cent) of all previously disbursed Tranches; and
(ii) within 120 (one hundred and twenty) days following the disbursement of a Tranche, 100% (one hundred per cent) of the amount of that Tranche plus 100% (one hundred per cent) of all previously disbursed Tranches; and
(e) provide to the Bank, if so requested:
(i) a certificate of its insurers showing fulfilment of the requirements of Article 6.5(c); and
(ii) annually, a list of policies in force covering the insured property forming part of the Project, together with confirmation of payment of the current premiums.
8.2 Information concerning the Borrower
(a) Ensure that its accounting records fully reflect the operations relating to the financing, execution and operation of the Project; and
(b) inform the Bank immediately of:
(i) any fact which obliges it to prepay any financial indebtedness or any European Union funding;
(ii) any event or decision that constitutes or may result in a Prepayment Event;
(iii) any intention on its part to grant any Security over any of its assets in favour of a third party;
(iv) any intention on its part to sell, transfer, lease or otherwise dispose of its assets and which could trigger a breach of Article 6.7;
(v) any intention on its part to relinquish ownership of any material component of the Project;
(vi) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;
(vii) any Event of Default having occurred or being threatened or anticipated;
(viii) any measure taken by the Borrower pursuant to Article 6.5(f) of this Contract; and
(ix) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if adversely determined result in a Material Adverse Change.
8.3 Visits by the Bank
(a) to visit the sites, installations and works comprising the Project;
(b) to interview representatives of the Borrower, and not obstruct contacts with any other person involved in or affected by the Project; and
(c) to review the Borrower’s books and records in relation to the execution of the Project and to be able to take copies of related documents to the extent permitted by the law. The Borrower shall provide the Bank, or ensure that the Bank is provided, with all necessary assistance for the purposes described in this Article. The Borrower acknowledges that the Bank may be obliged to communicate information relating to the Borrower and the Project to any competent institution or body of the European Union in accordance with the relevant mandatory provisions of European Union law.
Appears in 1 contract
Samples: Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other medium or long term financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, pari passu ranking or cross default that is not provided for in this Contract or is more favourable to stricter than the relevant financial creditor than any equivalent provision of this Contract is to the BankContract, the Borrower shall promptly so inform the Bank and shall provide a copy shall, at the request of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes , execute an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that the Promoter will:
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this Contract; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense and the Borrower shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or any material Environmental Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other matters affecting the Project; and
(ii) any fact or event known to the Borrower or the PromoterBorrower, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; and
(viv) any suspension, revocation or modification of any Environmental Approval, and set out the action to be taken with respect to such matters.
(d) provide to the Bank, if so requested:,
Appears in 1 contract
Samples: Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in A.2 of Schedule A.2 A or otherwise as agreed from time to time by the parties to this Contract; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project and related environmental or social matters as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements;
(iii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(v) any suspension, revocation or modification of any Environmental or Social Approval,
(vi) a genuine allegation or complaint with regard to any Prohibited Conduct related to the Project;
(vii) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin;
(viii) any changes to the initial procurement plan; and set out the action to be taken with respect to such matters.
8.2 Information concerning the Borrower
(da) provide deliver to the Bank:
(i) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and
(ii) any such information or further document concerning customer due diligence matters of or for the Borrower and/or the Promoter to comply with “know your customer” (KYC) or similar identification procedures as the Bank may reasonably require within a reasonable time, as the Bank may deem necessary or may reasonably require to be provided within a reasonable time; and
(b) inform the Bank immediately of:
(i) any fact which obliges it to prepay any financial indebtedness or any European Union funding;
(ii) any event or decision that constitutes or may result in a Prepayment Event;
(iii) any intention on its part to relinquish ownership of any material component of the Project;
(iv) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;
(v) any Event of Default having occurred or being threatened or anticipated;
(vi) any fact or event which results in (a) any member of its or Promoter’s management bodies or (b) any of its controlling entities being a Sanctioned Person;
(vii) to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower, the Promoter or its controlling entities or members of the Borrower’s or Promoter’s management bodies in connection with Prohibited Conduct related to the Loan or the Project;
(viii) any measure taken by the Borrower pursuant to Article 6.8 of this Contract;
(ix) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if so requestedadversely determined result in a Material Adverse Change;
(x) any material development in relation to any pending litigation, arbitration or administrative proceedings or investigation with respect to tax avoidance.
8.3 Visits, Right of Access and Investigation
(a) The Borrower shall allow persons designated by the Bank, as well as persons designated by the competent EU institutions including the European Court of Auditors, the European Commission and the European Anti-Fraud Office to:
(i) visit the sites, installations and works comprising the Project and to conduct such checks as they may wish for purposes connected with this Contract and the financing of the Project,
(ii) interview representatives of the Borrower and/or Promoter, and not obstruct contacts with any other person involved in or affected by the Project; and
(iii) review the Borrower’s and/or Promoter’s books and records in relation to the execution of the Project and to be able to take copies of related documents to the extent permitted by the law.
(b) The Borrower shall facilitate investigations by the Bank and by other competent European Union institutions or bodies in connection with any alleged or suspected occurrence of a Prohibited Conduct and shall provide the Bank, or ensure that the Bank is provided, with all necessary assistance for the purposes described in this Article.
9.1 Taxes, duties and fees
Appears in 1 contract
Samples: Financial Agreement
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) 6.1 the information in content and in form, and at the times, specified in Schedule A.2 A or otherwise as agreed from time to time by the parties to this ContractParties; and
(ii) and 6.2 any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project and related matters, of Environment or Social Matters, or any information or further document required by the Bank to comply with its obligations under the NDICI-GE Regulation or the Financial Regulation, as the Bank may reasonably require within a reasonable time; , provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) ; 7 submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) ; 8 promptly inform notify the Bank of:
(i) the suspension or cancellation of the Project;
(ii) any material alteration to any laws, constitutional documents or shareholding structure relating to the Promoter with a material effect on the Project after the date of this Contract; and
(iii) any disposal by the Promoter of any material assets forming part of the Project; and 9 promptly inform the Bank of: 9.1 any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) 9.2 true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements;
9.3 any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) 9.4 any non-compliance by it with any applicable Environmental Law; and
(v) any suspension, revocation or modification of any Environmental Approval, and set out the action to be taken with respect to such matters.
(d) provide to the Bank, if so requested:Social Standard;
Appears in 1 contract
Samples: Финансијски Уговор
Clauses by inclusion. If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank. The Borrower shall, and shall ensure that .
8.1 Information concerning the Promoter will:Project
(a) deliver to the Bank:
(i) the information in content and in form, and at the times, specified in A.2 of Schedule A.2 A or otherwise as agreed from time to time by the parties to this Contract; and
(ii) any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project and related environmental or social matters as the Bank may reasonably require within a reasonable time; provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;
(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
(c) promptly inform the Bank of:
(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other any matters affecting the Project; and;
(ii) true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements;
(iii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iii) a genuine allegation, complaint or information with regard to Criminal Offences related to the Project; and
(iv) any non-compliance by it with any applicable Environmental Law; andand Social Standard;
(v) any suspension, revocation or modification of any Environmental or Social Approval,
(vi) a genuine allegation or complaint with regard to any Prohibited Conduct related to the Project;
(vii) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and set out the action to be taken with respect to such matters.
8.2 Information concerning the Borrower
(da) provide deliver to the Bank:
(i) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and
(ii) any such information or further document concerning customer due diligence matters of or for the Borrower and/or the Promoter to comply with “know your customer” (KYC) or similar identification procedures as the Bank may reasonably require within a reasonable time; as the Bank may deem necessary or may reasonably require to be provided within a reasonable time, and
(b) inform the Bank immediately of:
(i) any fact which obliges it to prepay any financial indebtedness or any European Union funding;
(ii) any event or decision that constitutes or may result in a Prepayment Event;
(iii) any intention on its part to relinquish ownership of any material component of the Project;
(iv) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;
(v) any Event of Default having occurred or being threatened or anticipated;
(vi) any fact or event which results in (a) any member of its or Promoter’s management bodies or (b) any of its controlling entities being a Sanctioned Person;
(vii) to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower, the Promoter or its controlling entities or members of the Borrower’s or Promoter’s management bodies in connection with Prohibited Conduct related to the Loan or the Project;
(viii) any measure taken by the Borrower pursuant to Article 6.8 of this Contract;
(ix) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if so requestedadversely determined result in a Material Adverse Change.
8.3 Visits, Right of Access and Investigation
(a) The Borrower shall allow persons designated by the Bank, as well as persons designated by the competent EU institutions including the European Court of Auditors, the European Commission and the European Anti-Fraud Office to:
(i) visit the sites, installations and works comprising the Project and to conduct such checks as they may wish for purposes connected with this Contract and the financing of the Project;
(ii) interview representatives of the Borrower and/or Promoter, and not obstruct contacts with any other person involved in or affected by the Project; and
(iii) review the Borrower’s and/or Promoter’s books and records in relation to the execution of the Project and to be able to take copies of related documents to the extent permitted by the law.
(b) The Borrower shall facilitate investigations by the Bank and by other competent European Union institutions or bodies in connection with any alleged or suspected occurrence of a Prohibited Conduct and shall provide the Bank, or ensure that the Bank is provided, with all necessary assistance for the purposes described in this Article.
9.1 Taxes, duties and fees
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Samples: Financial Agreement