Common use of Divestment Requirements Clause in Contracts

Divestment Requirements. 23.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: a notify to the Authority forthwith the location and particulars of all Project Assets; b deliver forthwith the actual or constructive possession of the Project including Project Site, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; c cure all Project Assets, including the approaches, pavements, structures, services and equipments of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Completion Period, all Project Assets shall be handed over on “as is where is” basis after bringing them to a safe condition; d deliver and transfer relevant records, reports, Intellectual Property and other licenses pertaining to the Project and its Design, Development, Upgradation, O&M etc., including all programmes and manuals pertaining thereto, as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, development, upgradation, operation and maintenance of the Project and shall be assigned to the Authority free of any Encumbrance; e transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; f on the Transfer Date the Declaration of License shall automatically terminate and the Concessionaire, its subcontractors, agents, employees and licensees shall vacate the Project Facility and the leave the possession of the Project Assets; g execute such deeds of conveyance, documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project and Project Site, including manufacturers’ warranties in respect of any services, plant or equipment and the right to receive outstanding insurance claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and h comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee.

Divestment Requirements. 23.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: a notify to the Authority Maha-Metro forthwith the location and particulars of all Project Assets; b deliver forthwith the actual or constructive possession of the Project including Project SiteProject, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; c cure all Project Assets, including the approachesroad (internal or external, pavementsas applicable), structuresstructures and equipment, services and equipments of all defects and deficiencies so that the Project is compliant with the Maintenance Requirements; provided that in the event of Termination during the Completion Construction Period, all Project Assets shall be handed over on “‘as is where is” ’ basis after bringing them to a safe condition; d deliver and transfer relevant records, reports, Intellectual Property and other licenses licences pertaining to the Project and its Designdesign, Developmentengineering, Upgradationconstruction, O&M etc.operation and maintenance, including all programmes and manuals pertaining thereto, and complete ‘as built’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, developmentengineering, upgradationconstruction, operation and maintenance of the Project and shall be assigned to the Authority Maha-Metro free of any Encumbranceencumbrance; e transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; f on the Transfer Date the Declaration of License shall automatically terminate and the Concessionaire, its subcontractors, agents, employees and licensees shall vacate the Project Facility and the leave the possession of the Project Assets; g execute such deeds of conveyance, documents and other writings as the Authority Maha- Metro may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project and Project SiteProject, including manufacturers’ warranties in respect of any services, plant or equipment and the right to receive outstanding insurance claims to the extent due and payable to the AuthorityMaha- Metro, absolutely unto the Authority Maha-Metro or its nominee; and h comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the Project, free from all Encumbrances, absolutely unto the Authority or to its nominee.and

Divestment Requirements. 23.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: a notify to the Authority forthwith the location and particulars of all Project Assets; b deliver forthwith the actual or constructive possession of the Project including Project SiteStorage Facility, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; c cure all Project Assets, including the approaches, pavements, structures, services and equipments Assets of all defects and deficiencies so that the Project Storage Facility is compliant with the Maintenance Requirements; provided that in the event of Termination during the Completion Construction Period, all Project Assets shall be handed over on “‘as is where is” ’ basis after bringing them to a safe condition; d deliver and transfer relevant records, reports, Intellectual Property and other licenses licences pertaining to the Project Storage Facility and its Designdesign, Developmentengineering, Upgradationconstruction, O&M etc.operation and maintenance, including all programmes and manuals pertaining thereto, and complete ‘as built’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, developmentengineering, upgradationconstruction, operation and maintenance of the Project Storage Facility, and shall be assigned to the Authority free of any Encumbranceencumbrance; e transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; f on the Transfer Date the Declaration of License shall automatically terminate and the Concessionaire, its subcontractors, agents, employees and licensees shall vacate the Project Facility and the leave the possession of the Project Assets; g execute such deeds of conveyance, documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project and Project Site, Storage Facility including manufacturers’ warranties in respect of any services, plant or equipment and the right to receive outstanding insurance claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and h comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectStorage Facility, free from all Encumbrances, absolutely unto the Authority or to its nominee. Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms. Inspection and cure Not earlier than 90 (ninety) days prior to Termination but not later than 15 (fifteen) days prior to the effective date of such Termination, the Independent Expert shall verify, after giving due notice to the Concessionaire of the time, date and venue of such verification, compliance by the Concessionaire with the Maintenance Requirements, and if required, cause appropriate tests to be carried out at the Concessionaire’s cost for this purpose. Defaults, if any, in the Maintenance Requirements shall be cured by the Concessionaire at its cost and the provisions of Article 34 shall apply, mutatis mutandis, in relation to curing of defects or deficiencies under this Article 33. Immediately before the Transfer Date, the Independent Expert shall conduct an audit, in the presence of the Authority’s Representative and the representative of the Concessionaire, and shall prepare an inventory of the Food Grains stored at the Storage Facility and such inventory shall be signed by the Authority’s Representative and the representative of the Concessionaire in verification thereof. Upon completion of the audit, the Authority shall be deemed to have taken possession and control of the Food Grains stored at the Storage Facility. Cooperation and assistance on transfer of Project The Parties shall cooperate on a best effort basis and take all necessary measures, in good faith, to achieve a smooth transfer of the Project in accordance with the provisions of this Agreement so as to protect the safety of and avoid undue delay or inconvenience to the Users, other members of the public or the lawful occupiers of any part of the Site. The Parties shall provide to each other, 9 (nine) months prior to the Transfer Date in the event of Termination by efflux of time and immediately in the event of either Party conveying to the other Party its intent to issue a Termination Notice, as the case may be, as much information and advice as is reasonably practicable regarding the proposed arrangements for operation of the Project following the Transfer Date. The Concessionaire shall further provide such reasonable advice and assistance as the Authority, its concessionaire or agent may reasonably require for operation of the Project until the expiry of 6 (six) months after the Transfer Date. The Authority shall have the option to purchase or hire from the Concessionaire at a fair market value and free from any encumbrance all or any part of the plant and machinery used in connection with the Project but which does not form part of the assets specified in Clause 33.1.1 and is reasonably required in connection with operation of the Project. For the avoidance of doubt, in the event of dispute or difference relating to fair market value, the Dispute Resolution Procedure shall apply. Vesting Certificate The divestment of all rights, title and interest in the Storage Facility shall be deemed to be complete on the date when all of the Divestment Requirements have been fulfilled, and the Authority shall, without unreasonable delay, thereupon issue a certificate substantially in the form set forth in Schedule T (the “Vesting Certificate”), which will have the effect of constituting evidence of divestment by the Concessionaire of all of its rights, title and interest in the Storage Facility, and their vesting in the Authority pursuant hereto. It is expressly agreed that any defect or deficiency in the Divestment Requirements shall not in any manner be construed or interpreted as restricting the exercise of any rights by the Authority or its nominee on, or in respect of, the Storage Facility on the footing that all Divestment Requirements have been complied with by the Concessionaire.

Divestment Requirements. 23.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: a notify to the Authority forthwith the location and particulars of all Project Assets; b deliver forthwith the actual or constructive possession of the Project including Project SiteHighway, free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; c cure all Project Assets, including the approachesroad, pavementsbridges, structuresstructures and equipment, services and equipments of all defects and deficiencies so that the Project Highway is compliant with the Maintenance Requirements; provided that in the event of Termination during the Completion Construction Period, all Project Assets shall be handed over on “‘as is where is” ’ basis after bringing them to a safe condition; d deliver and transfer relevant records, reports, Intellectual Property intellectual property rights and other licenses licences pertaining to the Project Highway and its Designdesign, Developmentengineering, Upgradationconstruction, O&M etc.operation and maintenance, including all programmes and manuals pertaining thereto, and complete ‘as built’ Drawings as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, development, upgradation, operation and maintenance of the Project and shall be assigned to the Authority free of any Encumbrance; e transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; f on the Transfer Date the Declaration of License shall automatically terminate and the Concessionaire, its subcontractors, agents, employees and licensees shall vacate the Project Facility and the leave the possession of the Project Assets; g execute such deeds of conveyance, documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project and Project SiteHighway, including manufacturers’ warranties in respect of any services, plant or equipment and the right to receive outstanding insurance claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and h comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectProject Highway, free from all Encumbrances, absolutely unto the Authority or to its nominee. Inspection and cure Not earlier than 90 (ninety) days before Termination but not later than 15 (fifteen) days before the effective date of such Termination, the Independent Engineer shall verify, after giving due notice to the Concessionaire of the time, date and venue of such verification, compliance by the Concessionaire with the Maintenance Requirements, and if required, cause appropriate tests to be carried out at the Concessionaire’s cost for this purpose. Defaults, if any, in the Maintenance Requirements shall be cured by the Concessionaire at its cost and the provisions of Article 39 shall apply, mutatis mutandis, in relation to curing of defects or deficiencies under this Article 38.

Divestment Requirements. 23.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: a notify to the Authority forthwith the location and particulars of all Project Assets; b deliver forthwith the actual or constructive possession of the Project including Project Site, Highway free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; c cure all Project Assets, including the approachesroad, pavementsbridges, structuresstructures and equipment, services and equipments of all defects and deficiencies so that the Project Highway is compliant with the Maintenance Requirements; provided that in the event of Termination during the Completion Period, all Project Assets shall be handed over on “as is where is” basis after bringing them to a safe condition; d deliver and transfer relevant records, reports, Intellectual Property intellectual property and other licenses licences pertaining to the Project Highway and its Designits, Development, Upgradation, O&M etc.operation and maintenance, including all programmes and manuals pertaining thereto, and complete ‘as built’ drawing in respect of maintenance works, if applicable, as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property property delivered hereunder shall be adequate and complete for the design, development, upgradationthe, operation and maintenance of the Project Highway and shall be assigned to the Authority Government free of any Encumbranceencumbrance; e transfer and/or deliver all Applicable Permits to the extent permissible under Applicable Laws; f on the Transfer Date the Declaration of License shall automatically terminate and the Concessionaire, its subcontractors, agents, employees and licensees shall vacate the Project Facility and the leave the possession of the Project Assets; g execute such deeds of conveyance, documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project and Project SiteHighway, including manufacturersmanufactures’ warranties in respect of any services, plant or equipment and the right to receive outstanding insurance claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and h comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectProject Highway, free from all Encumbrances, absolutely unto the Authority or to its nominee. Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms. Inspection and cure Not earlier than 90 (ninety) days prior to Termination but not later than 15 (fifteen) days prior to such Termination, the Independent Engineer shall verify, after giving due notice to the Concessionaire of the time, date and venue of such verification, compliance by the Concessionaire with the Maintenance Requirements and if required, cause appropriate tests to be carried out at the Concessionaire’s cost for this purpose. Defaults, if any, in the Maintenance Requirements shall be cured by the Concessionaire at its cost and the provisions of Article 32 shall apply, mutatis mutandis, in relation to curing of defects or deficiencies under this Article 31.

Divestment Requirements. 23.1.1 Upon Termination, the Concessionaire shall comply with and conform to the following Divestment Requirements: a notify to the Authority forthwith the location and particulars of all Project Assets; b deliver forthwith the actual or constructive possession of the Project including Project Site, Highway free and clear of all Encumbrances, save and except to the extent set forth in the Substitution Agreement; c cure all Project Assets, including the approachesroad, pavementsbridges, structuresstructures and equipment, services and equipments of all defects and deficiencies so that the Project Highway is compliant with the Maintenance Requirements; provided that in the event of Termination during the Completion Period, all Project Assets shall be handed over on “as is where is” basis after bringing them to a safe condition; d deliver and transfer relevant records, reports, Intellectual Property and other licenses licences pertaining to the Project Highway and its Designits, Development, Upgradation, O&M etc.operation and maintenance, including all programmes and manuals pertaining thereto, and complete ‘as built’ drawings in respect of maintenance works, if applicable, as on the Transfer Date. For the avoidance of doubt, the Concessionaire represents and warrants that the Intellectual Property delivered hereunder shall be adequate and complete for the design, development, upgradation, operation and maintenance of the Project Highway and shall be assigned to the Authority Government free of any Encumbranceencumbrance; e transfer and/or and/ or deliver all Applicable Permits to the extent permissible under Applicable Laws; f on the Transfer Date the Declaration of License shall automatically terminate and the Concessionaire, its subcontractors, agents, employees and licensees shall vacate the Project Facility and the leave the possession of the Project Assets; g execute such deeds of conveyance, documents and other writings as the Authority may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire in the Project and Project SiteHighway, including manufacturers’ warranties in respect of any services, plant or equipment and the right to receive outstanding insurance claims to the extent due and payable to the Authority, absolutely unto the Authority or its nominee; and h comply with all other requirements as may be prescribed or required under Applicable Laws for completing the divestment and assignment of all rights, title and interest of the Concessionaire in the ProjectProject Highway, free from all Encumbrances, absolutely unto to the Authority or to its nominee. Subject to the exercise by the Authority of its rights under this Agreement or under any of the Project Agreements to perform or procure the performance by a third party of any of the obligations of the Concessionaire, the Parties shall continue to perform their obligations under this Agreement, notwithstanding the giving of any Termination Notice, until the Termination of this Agreement becomes effective in accordance with its terms. Inspection and cure Not earlier than 90 (ninety) days prior to Termination but not later than 15 (fifteen) days prior to such Termination, the Independent Engineer shall verify, after giving due notice to the Concessionaire of the time, date and venue of such verification, compliance by the Concessionaire with the Maintenance Requirements, and if required, cause appropriate tests to be carried out at the Concessionaire’s cost for this purpose. Defaults, if any, in the Maintenance Requirements shall be cured by the Concessionaire at its cost and the provisions of Article 32 shall apply, mutatis mutandis, in relation to curing of defects or deficiencies under this Article 31.