Common use of Project Contracts Clause in Contracts

Project Contracts. Operations Co will not: (a) terminate, or agree to or permit the termination of, all or any material part of any Project Contract except: (1) as required to do so by the Authority pursuant to the provisions of the Project Agreement; or (2) if there is an event of default under a Project Contract and Operations Co terminates it in order to prevent or cure an Operations Co Event of Default; (b) make, or agree to or permit the making of: (1) any material amendment of any Project Contract, other than amendments (whether made by Change Certificate or otherwise) that are the direct and reasonable consequence of a Change; or (2) any departure by any party from any material provision of any Project Contract; 34985-2017 25902380.4 Amended and Restated Project Implementation Agreement NG-KIH Project (c) Not used (d) permit any Project Contractor to assign or transfer to any Person any of such Project Contractor’s rights or obligations under a Project Contract other than in accordance with the terms of such Project Contract; or (e) enter into, or permit the entering into of, any Project Contract other than those entered into on or before the Effective Date, unless Operations Co has, at its earliest practicable opportunity, submitted to Project Co and the Authority notice of the proposed course of action (and any relevant documentation) and the Authority has consented to such course of action under the Project Agreement. Operations Co acknowledges the provisions of Section 4.6 of the Project Agreement and agrees that the Authority will give or deny such consent within: (i) 15 Business Days of receipt of such notice and all relevant documentation, if Operations Co is seeking to terminate a Project Contract and such Project Contract may, in accordance with its terms, be terminated immediately; and (ii) 30 Business Days of receipt of such notice and all relevant documentation in all other cases, and, if the Authority fails to give or deny its consent within such time periods, it will be deemed not to have given its consent. Operations Co further acknowledges and agrees that, in determining whether to provide such consent under the Project Agreement and without limiting the Authority’s discretion, it will be reasonable for the Authority to refuse its consent to the proposed course of action if: (f) the proposed assignee, transferee or party entering into any Project Contract is a Restricted Person; or (g) the proposed course of action could, in the reasonable opinion of the Authority, have a material adverse effect on the Authority or the Project.

Project Contracts. Operations (a) Project Co will not: (ai) terminate, or accept or consent or agree to or permit permit, the termination of, all or any material part of of, any Project Contract except: (1A) as required or permitted to do so by the Authority City pursuant to the provisions of the Project this Agreement; or (2B) if there is an event of default under a Project Contract and Operations Project Co terminates it the Project Contract in order to prevent or cure an Operations Co a Default or a Termination Event of Defaulthereunder (provided that commercially reasonable alternative measures would not prevent or cure such Default or Termination Event); (bii) make, or consent or agree to or permit permit, the making of: (1A) any material amendment of any Project Contract, other than amendments (whether made by Change Certificate or otherwise) that are the direct and reasonable consequence of a ChangeChange Directive or Change Order Confirmation; or (2B) any departure a material waiver, release, or suspension by any other party from the performance of any material provision of by a party to any Project Contract; 34985-2017 25902380.4 Amended and Restated Project Implementation Agreement NG-KIH Project; (ciii) Not used (d) permit subject to Sections 22.1 [Limitations on Assignment], 22.4 [Factors the City May Consider] and 22.6 [Project Co Persons, Subcontractors] consent or agree to, or permit, any other party to a Project Contractor Contract to assign or transfer to any other Person any of such Project Contractorparty’s rights or obligations under a Project Contract other than in accordance with the terms of such Project Contract; or; (eiv) enter into, or permit consent or agree to, or permit, the entering into of, any contract in the nature of the Project Contract Contracts, other than those entered into on or before Commercial Close and as listed in Schedule 25 [Completion Documents]; (v) breach any of its obligations (or waive or allow to lapse any rights it may have) under any Project Contract, that would have an adverse effect on Project Co’s ability to perform its obligations under this Agreement or that would have the Effective Dateeffect of increasing any liability of the City, whether actual or potential, unless Operations Project Co has, at its earliest practicable opportunity, submitted to Project Co and the Authority City notice of the proposed course of action (and any relevant documentation) explanatory documentation and the Authority City has consented to such course of action action, such consent not to be unreasonably withheld or delayed. (b) For the purposes of this Section 1.2 [Project Contracts] a material amendment, waiver, release or suspension of a provision of a Project Contract includes, but is not limited to, any of those events that does, or would be reasonably expected to: (i) alter or modify the allocation of risks or responsibilities of the contracting parties under the Project Agreement. Operations Co acknowledges the provisions of Section 4.6 of the Project Agreement and agrees that the Authority will give or deny such consent within: (i) 15 Business Days of receipt of such notice and all relevant documentation, if Operations Co is seeking to terminate a Project Contract and such Project Contract may, in accordance with its terms, be terminated immediately; and Contract; (ii) 30 Business Days create a conflict or inconsistency with any term of receipt of such notice and all relevant documentation in all other cases, and, if the Authority fails to give this Agreement or deny its consent within such time periods, it will be deemed not to have given its consent. Operations Co further acknowledges and agrees that, in determining whether to provide such consent under the Project Agreement and without limiting the Authority’s discretion, it will be reasonable for the Authority to refuse its consent to the proposed course of action if:Document; (fiii) alter, modify, terminate or replace the proposed assignee, transferee or party entering into any Performance Security of a Project Contract is a Restricted PersonContractor; or (giv) the proposed course of action could, in the reasonable opinion affect any right or obligation of the AuthorityCity under this Agreement or under a Project Document, have and as a material adverse effect on consequence adversely affect, impair or compromise the Authority performance, or the Projectcapacity or capability of Project Co or a Project Contractor to perform the Project Requirements or otherwise adversely affect the Project or the City, including increasing any actual or potential liability of the City.

Project Contracts. Operations Co will not: 6.18.1 The Concessionaire accepts and undertakes to ensure that the terms of all Project Contracts (a) terminateincluding the agreements between the Concessionaire and any other Person(s), including vendors of goods and services, or agree to or permit the termination of, all or between any material part of any Project Contract except: (1these entities) as required to do so by the Authority pursuant to shall be in conformity with the provisions of this Concession Agreement and not in derogation of or conflict with the Project Agreement; or (2) if there is an provisions hereof. In the event of default under a Project Contract any conflict or inconsistency between such documents and Operations Co terminates it in order to prevent or cure an Operations Co Event of Default; (b) makethis Concession Agreement, or agree to or permit the making of: (1) any material amendment of any Project Contract, other than amendments (whether made by Change Certificate or otherwise) that are the direct and reasonable consequence of a Change; or (2) any departure by any party from any material provision of any Project Contract; 34985-2017 25902380.4 Amended and Restated Project Implementation Agreement NG-KIH Project (c) Not used (d) permit any Project Contractor to assign or transfer to any Person any of such Project Contractor’s rights or obligations under a Project Contract other than in accordance with the terms of such Project Contract; or (e) enter into, or permit the entering into of, any Project Contract other than those entered into on or before the Effective Date, unless Operations Co has, at its earliest practicable opportunity, submitted to Project Co and the Authority notice of the proposed course of action (and any relevant documentation) and the Authority has consented to such course of action under the Project Agreement. Operations Co acknowledges the provisions of Section 4.6 this Concession Agreement shall prevail. The Concessionaire further undertakes that any agreement between itself and any other Person(s), or between any of these entities, shall contain such terms and conditions as may be necessary to ensure that the counterparty thereto is required to perform its part of the agreement(s) in conformity with the Concessionaire’s obligations under this Concession Agreement and that such Project Contracts shall run co terminus with this Concession Agreement with a right to the Authority to step in the place of the Concessionaire post termination of this Concession Agreem ent for any reason. 6.18.2 The Concessionaire shall (i) provide to the Authority notarised true copies of the duly executed Project Contracts to which the Concessionaire is a party, including any related instruments, deeds, contracts, supplemental agreements and other such documents relating thereto and of any amendments, supplements or replacements etc. thereof within 15 (fifteen) days of such execution or amendment etc. or such time as is stipulated herein for specific documents. (ii) Not make any replacement, modification or amendment to any of the Project Agreement and agrees that Contracts at any time without the Authority will give or deny such consent within: (i) 15 Business Days of receipt of such notice and all relevant documentation, if Operations Co is seeking to terminate a Project Contract and such Project Contract may, in accordance with its terms, be terminated immediately; and (ii) 30 Business Days of receipt of such notice and all relevant documentation in all other cases, and, if the Authority fails to give or deny its consent within such time periods, it will be deemed not to have given its consent. Operations Co further acknowledges and agrees that, in determining whether to provide such consent under the Project Agreement and without limiting the Authority’s discretion, it will be reasonable for the Authority to refuse its consent to the proposed course of action if: (f) the proposed assignee, transferee or party entering into any Project Contract is a Restricted Person; or (g) the proposed course of action could, in the reasonable opinion prior approval of the AuthorityGoverning Body if such replacement, modification or amendment has or may have a material adverse the effect of imposing or increasing any financial liability or obligation or any other liability on the Authority and in the event that any replacement, modification or amendment is made without such approval, the ProjectConcessionaire shall not enforce such replacement, modification or amendment nor permit enforcement thereof against the Authority. (iii) Subject to the terms hereof, comply with its obligations set out in the Project Documents. the Authority shall not be liable in any manner whatsoever for any agreements of the Concessionaire with third parties (i.e. parties other than the Authority and the Concessionaire).