Common use of Harmonious Construction Clause in Contracts

Harmonious Construction. (a) The Parties hereby expressly agree that for the purpose of giving full and proper effect to this Substitution Agreement, the Project Agreements and this Substitution Agreement shall be read together and construed harmoniously. The terms of this Substitution Agreement shall prevail in the event of any inconsistencies with the Project Agreements. (b) The consultation, recommendation or approval of the Lenders' Agent under this Substitution Agreement shall always be taken as consultation, recommendation or approval of every concerned Lender and each such Lender shall be bound by the same and hereby waives its right to question or dispute it. (c) This Substitution Agreement shall be in addition to and shall not be in derogation of the terms of the Financing Documents. (d) It shall not be necessary for the Lenders or the Lenders' Agent to enforce or exhaust any other remedy available to them before invoking the provisions of this Substitution Agreement. In witness whereof the Parties hereto have signed this Agreement on this day of [Insert Date] To: The [●] (SPD) Xxx Xx x Dear Sirs, Capitalised words used herein but not defined shall have the respective meaning assigned to them under the Implementation Support Agreement. Pursuant to Article 3.2(b) of the Implementation Support Agreement, the Internal Power Evacuation Infrastructure has been completed in accordance with the terms of the Implementation Support Agreement and all necessary access rights to the Internal Power Evacuation Infrastructure have been granted to the SPD. The grant of access rights of the Internal Power Evacuation Infrastructure to the SPD shall be deemed to be complete on the date of endorsement of this certificate by the SPD. In the event that the SPD fails to endorse the certificate within [7 (seven) days] of its issuance, then the certificate will be deemed to have been issued and endorsed, and the grant of access rights of the Internal Power Evacuation Infrastructure from the SPPD to SPD shall be deemed to have been completed. .............................................................. Authorised Signatory Name: Title: Signature: for and on behalf of the SPPD ……………………………………………………………… Authorised Signatory Name: Title: Signature: Acknowledged and Endorsed by the SPD In consideration of the [Insert name of the Bidder] (hereinafter referred to as ’Company’) owning and operating the project of the capacity of ……….. MW, at [Insert name of the place] of [Insert Name of the Solar Power Park] for supply of power there from on long term basis, in response to the <<insert name and details of bid document>> and selecting the Solar Power Project of the developer and issuing Letter of Intent No ------- Dated to (Insert Name of selected Solar Power Developer) as per terms of <<bid document name>> and the same having been accepted by the selected SPD. The SPD has executed Power Purchase Agreement with Uttar Pradesh Power Corporation Limited, Uttar Pradesh resulting in a Land Right to Use cum Implementation and Support Agreement to be entered into, for Right to Use of the Land and provision of evacuation and other infrastructure by ([INSERT NAME OF THE SPPD]). As per the terms of the Agreement, the [insert name & address of Bank] hereby agrees unequivocally, irrevocably and unconditionally to pay to [INSERT NAME OF THE SPPD] at [Insert Name of the Place from the address of the [INSERT NAME OF THE SPPD]] forthwith on demand in writing from [INSERT NAME OF THE SPPD] or any Officer authorized by it in this behalf, any amount upto and not exceeding Rupees---- -- [Total Value] only, on behalf of [Insert name of the selected Solar Power Developer / Project Company] This guarantee shall be valid and binding on this Bank up to and including and shall not be terminable by notice or any change in the constitution of the Bank or the term of contract or by any other reasons whatsoever and our liability hereunder shall not be impaired or discharged by any extension of time or variations or alternations made, given, or agreed with or without our knowledge or consent, by or between parties to the respective agreement. Our liability under this Guarantee is restricted to Rs. (Rs. only). Our Guarantee shall remain in force until . [INSERT NAME OF THE SPPD] shall be entitled to invoke this Guarantee till . The Guarantor Bank hereby agrees and acknowledges that the [INSERT NAME OF THE SPPD] shall have a right to invoke this BANK GUARANTE in part or in full, as it may deem fit. The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to the written demand by [INSERT NAME OF THE SPPD], made in any format, raised at the above-mentioned address of the Guarantor Bank, in order to make the said payment to [INSERT NAME OF THE SPPD]. The Guarantor Bank shall make payment hereunder on first demand without restriction or conditions and notwithstanding any objection by ------------- [Insert name of the selected Solar Power Developer / Project Company as applicable] and/or any other person. The Guarantor Bank shall not require [INSERT NAME OF THE SPPD] to justify the invocation of this BANK GUARANTEE, nor shall the Guarantor Bank have any recourse against [INSERT NAME OF THE SPPD] in respect of any payment made hereunder. This BANK GUARANTEE shall be interpreted in accordance with the laws of India and the courts at the capital city of [Insert name of the Host State] shall have exclusive jurisdiction. The Guarantor Bank represents that this BANK GUARANTEE has been established in such form and with such content that it is fully enforceable in accordance with its terms as against the Guarantor Bank in the manner provided herein. This BANK GUARANTEE shall not be affected in any manner by reason of merger, amalgamation, restructuring or any other change in the constitution of the Guarantor Bank. This BANK GUARANTEE shall be a primary obligation of the Guarantor Bank and accordingly [INSERT NAME OF THE SPPD] shall not be obliged before enforcing this BANK GUARANTEE to take any action in any court or arbitral proceedings against the selected Solar Power Developer / Project Company , to make any claim against or any demand on the selected Solar Power Developer / Project Company or to give any notice to the selected Solar Power Developer / Project Company or to enforce any security held by [INSERT NAME OF THE SPPD] or to exercise, levy or enforce any distress, diligence or other process against the selected Solar Power Developer / Project Company. Notwithstanding anything contained hereinabove, our liability under this Guarantee is restricted to Rs. (Rs. only) and it shall remain in force until . We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee only if [INSERT NAME OF THE SPPD] serves upon us a written claim or demand. Signature Name Power of Attorney No. For [Insert Name of the Bank] Banker's Stamp and Full Address. Dated this day of , 20 Witness: 1. Signature Name and Address 2. ………………………………….. Signature Name and Address 1. The Stamp Paper should be in the name of the Executing Bank. 2. The Performance Bank Guarantee shall be executed by any of the banks from the list to be provided by the SPPD to the SPD within 30 (thirty) days from the Execution Date.

Harmonious Construction. (a) The Parties hereby expressly agree that for For the purpose of giving full and proper effect to this Substitution Agreement, the Project Agreements and this Substitution Agreement shall be read together and construed harmoniously. The terms of this Substitution Agreement shall prevail in the event of any inconsistencies with the Project Agreements. (b) The consultation, recommendation or approval of the Lenders' Agent Representative under this Substitution Agreement shall always be taken as consultation, recommendation or approval of every concerned Lender and each such Lender shall be bound by the same and hereby waives its right to question or dispute it. (c) This Substitution Agreement shall be in addition to and shall not be in derogation of the terms of the Financing Documents. (d) It shall not be necessary for the Lenders or the Lenders' Agent Representative to enforce or exhaust any other remedy available to them before invoking the provisions of this Substitution Agreement. In witness whereof the Parties hereto have signed this Agreement on this day of the Procurer By: [Insert Date•] To: The [●] (SPD) Xxx Xx x Dear Sirs, Capitalised words used herein but not defined shall have the respective meaning assigned to them under the Implementation Support Agreement. Pursuant to Article 3.2(b) insert designation of the Implementation Support Agreement, the Internal Power Evacuation Infrastructure has been completed in accordance with the terms of the Implementation Support Agreement and all necessary access rights to the Internal Power Evacuation Infrastructure have been granted to the SPD. The grant of access rights of the Internal Power Evacuation Infrastructure to the SPD shall be deemed to be complete on the date of endorsement of this certificate by the SPD. In the event that the SPD fails to endorse the certificate within [7 (seven) daysauthorized signatory] of its issuance, then the certificate will be deemed to have been issued and endorsed, and the grant of access rights of the Internal Power Evacuation Infrastructure from the SPPD to SPD shall be deemed to have been completed. .............................................................. Authorised Signatory Name: Title: Signature[•] GEDCOL By: for and on behalf [•] [insert designation of the SPPD ……………………………………………………………… Authorised Signatory authorized signatory] Name: Title: Signature[•] [Solar Company] By: Acknowledged and Endorsed by the SPD In consideration [•] [insert designation of the authorized signatory] Name: Title: [Insert LENDERS' REPRESENTATIVE] By: [•] [insert designation of the authorized signatory] Name: Title: (To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of execution.) THIS DEED OF GUARANTEE is executed on this [insert date] day of [insert month and year] at [insert place] by [insert name of the Bidderbank] having its head/registered office at [insert address], (hereinafter referred to as ’Company’) owning and operating the project of the capacity of ……….. MWGuarantor, at [Insert name of the place] of [Insert Name of the Solar Power Park] for supply of power there from on long term basis, in response which expression shall unless repugnant to the <<insert name subject or context thereof include its successors, assigns and details of bid document>> and selecting the Solar Power Project of the developer and issuing Letter of Intent No ------- Dated to (Insert Name of selected Solar Power Developer) as per terms of <<bid document name>> and the same having been accepted by the selected SPD. The SPD has executed Power Purchase Agreement with Uttar Pradesh Power Corporation permitted substitutes); GRIDCO Limited, Uttar Pradesh resulting in a Land Right company incorporated under the Companies Act, 1956, represented by [●] having its registered office at ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇, ▇▇▇▇▇ (hereinafter referred to Use cum Implementation and Support Agreement to be entered intoas GRIDCO which expression shall, for Right to Use of the Land and provision of evacuation and other infrastructure by ([INSERT NAME OF THE SPPD]). As per the terms of the Agreement, the [insert name & address of Bank] hereby agrees unequivocally, irrevocably and unconditionally to pay to [INSERT NAME OF THE SPPD] at [Insert Name of the Place from the address of the [INSERT NAME OF THE SPPD]] forthwith on demand in writing from [INSERT NAME OF THE SPPD] or any Officer authorized by it in this behalf, any amount upto and not exceeding Rupees---- -- [Total Value] only, on behalf of [Insert name of the selected Solar Power Developer / Project Company] This guarantee shall be valid and binding on this Bank up to and including and shall not be terminable by notice or any change in the constitution of the Bank or the term of contract or by any other reasons whatsoever and our liability hereunder shall not be impaired or discharged by any extension of time or variations or alternations made, given, or agreed with or without our knowledge or consent, by or between parties unless repugnant to the respective agreement. Our liability under this Guarantee is restricted to Rs. (Rs. onlycontext or meaning thereof, include its successors and permitted assigns). Our Guarantee shall remain in force until . [INSERT NAME OF THE SPPD] shall be entitled to invoke this Guarantee till . The Guarantor Bank hereby agrees and acknowledges that the [INSERT NAME OF THE SPPD] shall have a right to invoke this BANK GUARANTE in part or in full, as it may deem fit. The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to the written demand by [INSERT NAME OF THE SPPD], made in any format, raised at the above-mentioned address of the Guarantor Bank, in order to make the said payment to [INSERT NAME OF THE SPPD]. The Guarantor Bank shall make payment hereunder on first demand without restriction or conditions and notwithstanding any objection by ------------- [Insert name of the selected Solar Power Developer / Project Company as applicable] and/or any other person. The Guarantor Bank shall not require [INSERT NAME OF THE SPPD] to justify the invocation of this BANK GUARANTEE, nor shall the Guarantor Bank have any recourse against [INSERT NAME OF THE SPPD] in respect of any payment made hereunder. This BANK GUARANTEE shall be interpreted in accordance with the laws of India and the courts at the capital city of [Insert name of the Host State] shall have exclusive jurisdiction. The Guarantor Bank represents that this BANK GUARANTEE has been established in such form and with such content that it is fully enforceable in accordance with its terms as against the Guarantor Bank in the manner provided herein. This BANK GUARANTEE shall not be affected in any manner by reason of merger, amalgamation, restructuring or any other change in the constitution of the Guarantor Bank. This BANK GUARANTEE shall be a primary obligation of the Guarantor Bank and accordingly [INSERT NAME OF THE SPPD] shall not be obliged before enforcing this BANK GUARANTEE to take any action in any court or arbitral proceedings against the selected Solar Power Developer / Project Company , to make any claim against or any demand on the selected Solar Power Developer / Project Company or to give any notice to the selected Solar Power Developer / Project Company or to enforce any security held by [INSERT NAME OF THE SPPD] or to exercise, levy or enforce any distress, diligence or other process against the selected Solar Power Developer / Project Company. Notwithstanding anything contained hereinabove, our liability under this Guarantee is restricted to Rs. (Rs. only) and it shall remain in force until . We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee only if [INSERT NAME OF THE SPPD] serves upon us a written claim or demand. Signature Name Power of Attorney No. For [Insert Name of the Bank] Banker's Stamp and Full Address. Dated this day of , 20 Witness: 1. Signature Name and Address 2. ………………………………….. Signature Name and Address 1. The Stamp Paper should be in the name of the Executing Bank. 2. The Performance Bank Guarantee shall be executed by any of the banks from the list to be provided by the SPPD to the SPD within 30 (thirty) days from the Execution Date.