Representations and warranties of the Contractor. The Contractor represents and warrants that: the Contractor is duly organized and in good standing in the jurisdiction of its organization and, if not organized in the State, is licensed to conduct business as a foreign corporation in the State and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the Guaranteed Savings Agreement (together, the “Contractor Agreements”) and to carry out the terms hereof and the transactions contemplated thereby; the execution, delivery and performance by the Contractor of the Contractor Agreements have been duly authorized by all necessary action on the part of the Contractor and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of the Contractor, except as has been obtained; each Contractor Agreement (i) has been duly executed and delivered on behalf of Contractor by authorized officers of the Contractor, and constitutes the legal, valid and binding obligation of the Contractor, enforceable against Contractor in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability that may be imposed by application of equitable principles, (ii) is in full force and effect and (iii) has not been assigned by the Contractor; to the knowledge of the Contractor, there is no action, suit, proceeding or investigation pending or threatened against the Contractor or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by Contractor of its obligations under any Contractor Agreement or that questions the validity, binding effect or enforceability of any Contractor Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated hereby; the execution, delivery and performance by the Contractor of the Contractor Agreements and the consummation of the transactions contemplated thereby, do not and will not conflict with, or result in any violation of, any term of its organizational documents, or of any contract or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to it or any of its properties or by which it or its properties may be bound or affected; no consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any federal, state or local government or public body, authority or agency is required in connection with the valid authorization, execution and delivery by the Contractor of the Contractor Agreements, except those that have been obtained; and neither the Contractor nor, to the knowledge of the Contractor, the Agency has declared a default under the Guaranteed Savings Agreement.
Appears in 3 contracts
Samples: Guaranteed Savings Agreement, Program Agreement, Program Agreement
Representations and warranties of the Contractor. (i) The Contractor represents and warrants to the Authority that: the Contractor (a) it is duly organized and in good standing in validly existing under the jurisdiction laws of its organization andIndia, if not organized in the State, is licensed to conduct business as a foreign corporation in the State and has all requisite corporate full power and authority to enter into execute and to perform its obligations under this Agreement and the Guaranteed Savings Agreement (together, the “Contractor Agreements”) and to carry out the terms hereof and the transactions contemplated therebyhereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorize the execution and delivery of this Agreement and to validly exerciseitsrightsandperformitsobligationsunderthisAgreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the terms hereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising there under including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this AgreementistrueandaccurateinallrespectsasonthedateofthisAgreement; (f) the execution, delivery and performance by the Contractor of the Contractor Agreements have been duly authorized by all necessary action on the part of the Contractor and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of the Contractor, except as has been obtained; each Contractor this Agreement (i) has been duly executed and delivered on behalf of Contractor by authorized officers of the Contractor, and constitutes the legal, valid and binding obligation of the Contractor, enforceable against Contractor in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability that may be imposed by application of equitable principles, (ii) is in full force and effect and (iii) has not been assigned by the Contractor; to the knowledge of the Contractor, there is no action, suit, proceeding or investigation pending or threatened against the Contractor or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by Contractor of its obligations under any Contractor Agreement or that questions the validity, binding effect or enforceability of any Contractor Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated hereby; the execution, delivery and performance by the Contractor of the Contractor Agreements and the consummation of the transactions contemplated thereby, do not and will not conflict with, or result in any violation the breach of, or constitute a default under, or accelerate performance required by any term of the terms of its organizational documentsmemorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or of any contract order to which it is a party or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to by which it or any of its properties or by which it or its properties may be assets is bound or affected; (g) there are no consentactions, approvalsuits, order or authorization ofproceedings, or registrationinvestigations pending or, declaration to its knowledge, threatened against it at law or filing within equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may resultinthebreachofthisAgreementorwhichindividuallyorintheaggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect onitsabilitytoperformitsobligationsunderthisAgreementandnofactor Contract AgreementPage 44 of 159 Widening & Upgradation to 4-lane with paved shoulder from km 16.700 (end of Seer Hamdan Bypass) to km 39.450 (start of Pahalgam Bypass), Package-II of Khanabal - Pahalgam - Chandanwadi - Baltal section of NH-501 in the UT of Jammu & Kashmir on EPC Mode January’ 2024 Circumstance exists which may give rise to such proceedings that would adversely affect the performance ofits obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or onitsbehalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (l) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Contractor; (m) it is adequately financed has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure, licenses, patents, copy rights, for designing, supplying/ procuring the goods and materials, and for providing the installation and construction services required for completing the construction of the Project Facilities; and (ii) it represents the Authority that: (a) it owns or has the right to use all “Intellectual Property” necessary to perform the contractual obligations and to carry on the Works without conflict with the right of others; (b) All intellectual property rights necessary to perform the contractual obligations and to carry on the Works are in full force and effect and are vested in, and beneficially owned by the Contractor, and are free from encumbrances. (c) None of the intellectual property rights is being used, claimed, or giving of notice to, obtaining of any license posed or permit from, or taking of attacked by any other action with respect toperson, nor does the use of such intellectual property rights or any federal, state part of them infringe the intellectual property rights owned or local government enjoyed by any third-party. (d) None of the intellectual property rights owned or public body, authority or agency is required in connection with the valid authorization, execution and delivery used by the Contractor is the subject of any claim, opposition, attack, assertion or other arrangement of Contract AgreementPage 45 of 159 Widening & Upgradation to 4-lane with paved shoulder from km 16.700 (end of Seer Hamdan Bypass) to km 39.450 (start of Pahalgam Bypass), Package-II of Khanabal - Pahalgam - Chandanwadi - Baltal section of NH-501 in the UT of Jammu & Kashmir on EPC Mode January’ 2024 whatsoever nature which does or may impinge upon their use, validity, enforceability or ownership by the Parties, and there are no grounds or other circumstances which may give rise to the same. (e) No licenses or registered user or other rights have been granted or agreed to begrantedtoanythirdpartyinrespectofsuchintellectualproperty rights. (f) No act has been done or has been omitted to be done to entitle any authority or person to cancel, forfeit or modify any intellectual propertyrights. (g) The Contractor shall notify the Authority of any adverse use of the intellectual property rights or confusingly or deceptively similar to the intellectual propertyrights. (h) The Contractor Agreementsshall recognize the Authority’s ownership and title to the intellectual property rights and shall not at any time, except those either directly or indirectly, put to issue the validity or ownership of the intellectual property rights and it will not do any act or thing, either directly or indirectly, which in anyway impairs the validity and ownership of theintellectual property rights. (i) TheContractorshall,promptlyexecute,acknowledgeanddeliver all documents which are requested by Authority to record with appropriate governmental agencies and authorities the fact that have been obtained; the Authority has the right to the use of the said intellectual propertyrights. (j) The Contractor shall not, for any reason, object to, or interfere in any way with the ownership, registration or use of the intellectual property rights by the Authority (or its licensee or assigns) for any purpose whatsoever. (iii) The Contractor is fully aware that the Agreement is inter linked with the other Project contracts and neither the non-performance or deficient performance or default by the Contractor nor, to the knowledge and/or any of the Contractor’s personnel or Subcontractors under one among the said contracts will have bearing on the other contracts and the evaluation of the Contractor’s performance under the Agreement and the Project itself. (iv) If at any time during the Defects Liability Period any item of the Works or Project Facilities or any part thereof, do not conform to the Authority requirements and Specifications and Standards, on being so notified by the Authority, the Agency has declared a default under Contractor shall promptly rectify/remedy such nonconformity to the Guaranteed Savings Agreement.satisfaction of the Authority solely at the Contractor's expense; failing which the Authority may reject or revoke Taking-Over Certificate, and the Authority may proceed to correct the Contractor's nonconforming Work by the most expeditious means available, the costs of which shall be to the Contractor's account; or the Authority may retain the non-conforming Work and an equitable adjustment reducing the total Contract Price to reflect the diminished value of such non-conforming Work will be made by written amendment. (v) In addition to the other warranties, the Contractor represents and warrants as Contract AgreementPage 46 of 159 Widening & Upgradation to 4-lane with paved shoulder from km 16.700 (end of Seer Hamdan Bypass) to km 39.450 (start of Pahalgam Bypass), Package-II of Khanabal - Pahalgam - Chandanwadi - Baltal section of NH-501 in the UT of Jammu & Kashmir on EPC Mode January’ 2024
Appears in 1 contract
Samples: Draft Contract Agreement
Representations and warranties of the Contractor. (i) The Contractor represents and warrants to the Authority that: the Contractor (a) it is duly organized organised and in good standing in validly existing under the jurisdiction laws of its organization andIndia, if not organized in the State, is licensed to conduct business as a foreign corporation in the State and has all requisite corporate full power and authority to enter into execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the terms hereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (f) the execution, delivery and performance of this Agreement will not conflict with, or result in the breach of, or constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or Contract AgreementPage 41 of 145 Construction of 2 lane Minor Bridge at Km 26.700 (Dhanikhadi) in CRZ area on NH-4 in the Guaranteed Savings Union Territory of Andaman & Nicobar Islands on EPC basis. Oct 2021 circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (togetherl) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Contractor; (m) it is adequately financed has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure, licenses, patents, copy rights, for designing, supplying/ procuring the goods and materials, and for providing the installation and construction services required for completing the construction of the Project Facilities; and (ii) it represents the Authority that: (a) it owns or has the right to use all “Contractor Agreements”) Intellectual Property” necessary to perform the contractual obligations and to carry out the terms hereof and the transactions contemplated thereby; the execution, delivery and performance by the Contractor of the Contractor Agreements have been duly authorized by all necessary action on the part Works without conflict with the right of others; (b) All intellectual property rights necessary to perform the Contractor contractual obligations and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of to carry on the Contractor, except as has been obtained; each Contractor Agreement (i) has been duly executed and delivered on behalf of Contractor by authorized officers of the Contractor, and constitutes the legal, valid and binding obligation of the Contractor, enforceable against Contractor in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability that may be imposed by application of equitable principles, (ii) is Works are in full force and effect and are vested in, and beneficially owned by the Contractor, and are free from encumbrances. (c) None of the intellectual property rights is being used, claimed, or posed or attacked by any other person, nor does the use of such intellectual property rights or any part of them infringe the intellectual property rights owned or enjoyed by any third party. (d) None of the intellectual property rights owned or used by the Contractor is the subject of any claim, opposition, attack, assertion or other arrangement of whatsoever nature which does or may impinge upon their use, validity, enforceability or ownership by the Parties, and there are no grounds or other circumstances which may give rise to the same. Contract AgreementPage 42 of 145 Construction of 2 lane Minor Bridge at Km 26.700 (Dhanikhadi) in CRZ area on NH-4 in the Union Territory of Andaman & Nicobar Islands on EPC basis. Oct 2021 (e) No licenses or registered user or other rights have been granted or agreed to be granted to any third party in respect of such intellectual property rights. (f) No act has been done or has been omitted to be done to entitle any authority or person to cancel, forfeit or modify any intellectual property rights. (g) The Contractor shall notify the Authority of any adverse use of the intellectual property rights or confusingly or deceptively similar to the intellectual property rights. (h) The Contractor shall recognize the Authority’s ownership and title to the intellectual property rights and shall not at any time, either directly or indirectly, put to issue the validity or ownership of the intellectual property rights and it will not do any act or thing, either directly or indirectly, which in anyway impairs the validity and ownership of theintellectual property rights. (i) The Contractor shall, promptly execute, acknowledge and deliver all documents which are requested by Authority to record with appropriate governmental agencies and authorities the fact that the Authority has the right to the use of the said intellectual property rights. (j) The Contractor shall not, for any reason, object to, or interfere in any way with the ownership, registration or use of the intellectual property rights by the Authority (or its licensee or assigns) for any purpose whatsoever. (iii) The Contractor is fully aware that the Agreement is inter linked with the other Project contracts and the non-performance or deficient performance or default by the Contractor and/or any of the Contractor’s personnel or Subcontractors under one among the said contracts will have bearing on the other contracts and the evaluation of the Contractor’s performance under the Agreement and the Project itself. (iv) If at any time during the Defects Liability Period any item of the Works or Project Facilities or any part thereof, do not conform to the Authority requirements and Specifications and Standards, on being so notified by the Authority, the Contractor shall promptly rectify/remedy such nonconformity to the satisfaction of the Authority solely at the Contractor's expense; failing which the Authority may reject or revoke Taking- Over Certificate, and the Authority may proceed to correct the Contractor's nonconforming Work by the most expeditious means available, the costs of which shall be to the Contractor's account; or the Authority may retain the non-conforming Work and an equitable adjustment reducing the total Contract Price to reflect the diminished value of such non-conforming Work will be made by written amendment. (v) In addition to the other warranties, the Contractor represents and warrants as follows: (a) The Contractor has (or, if the technology does not currently exist, will have granted at the time of passing to The Employer) in and to the technology used in the equipment, materials, goods, Works, Contractor's documents, Drawings and Manuals (“Technology") - Contract AgreementPage 43 of 145 Construction of 2 lane Minor Bridge at Km 26.700 (Dhanikhadi) in CRZ area on NH-4 in the Union Territory of Andaman & Nicobar Islands on EPC basis. Oct 2021 i. all right, title and interest free of any lien, claim or restriction; and ii. right to grant to the Authority the right to use the Technology for the purpose of this contract, free of any lien, claim or restriction and on the terms of license as required. (b) The Contractor has granted (or, if the technology does not currently exist, will grant at the time of passing to the Authority the property and title in and to the equipment, materials, goods, Works, spares, Contractor's documents, Drawings and Manuals in which it is used) to the Authority the right to use the Technology, free of any lien, claim or restriction. (vi) In addition to the other Warranties, the Contractor represents and warrants as follows: (a) No Technology contains any worm (i.e., a program that travels from one computer to another computer but does not attach itself to the operating system of the computer it enters), virus (i.e., a program that travels from one computer to another computer that attaches itself to the operating system it enters) or self-destruct capability. (b) The Technology will not abnormally end or provide invalid or incorrect results as a result of date-dependent data. (c) The Technology can accurately recognize, manage, accommodate, and manipulate date-dependent data, including single and multi-century formulas and leap years. (vii) No criminal proceedings instituted against any of the employees or Directors of the Contractor. (viii) Till date the services of the Contractor has not been assigned terminated by any person for any breach or non-performance or negligence by the Contractor; to the knowledge of the Contractor, there is no action, suit, proceeding or investigation pending or threatened against the Contractor or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by Contractor of its obligations under any Contractor Agreement or that questions the validity, binding effect or enforceability of any Contractor Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated hereby; the execution, delivery and performance by the Contractor of the Contractor Agreements and the consummation of the transactions contemplated thereby, do not and will not conflict with, or result in any violation of, any term of its organizational documents, or of any contract or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to it or any of its properties or by which it or its properties may be bound or affected; no consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any federal, state or local government or public body, authority or agency is required in connection with the valid authorization, execution and delivery by the Contractor of the Contractor Agreements, except those that have been obtained; and neither the Contractor nor, to the knowledge of the Contractor, the Agency has declared a default under the Guaranteed Savings Agreement.. 5.2
Appears in 1 contract
Samples: Contract Agreement
Representations and warranties of the Contractor. (i) The Contractor represents and warrants to the Authority that: the Contractor (a) it is duly organized organised and in good standing in validly existing under the jurisdiction laws of its organization andIndia, if not organized in the State, is licensed to conduct business as a foreign corporation in the State and has all requisite corporate full power and authority to enter into execute and to perform its obligations under this Agreement and the Guaranteed Savings Agreement (together, the “Contractor Agreements”) and to carry out the terms hereof and the transactions contemplated therebyhereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the termshereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this AgreementistrueandaccurateinallrespectsasonthedateofthisAgreement; (f) the execution, delivery and performance by the Contractor of the Contractor Agreements have been duly authorized by all necessary action on the part of the Contractor and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of the Contractor, except as has been obtained; each Contractor this Agreement (i) has been duly executed and delivered on behalf of Contractor by authorized officers of the Contractor, and constitutes the legal, valid and binding obligation of the Contractor, enforceable against Contractor in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability that may be imposed by application of equitable principles, (ii) is in full force and effect and (iii) has not been assigned by the Contractor; to the knowledge of the Contractor, there is no action, suit, proceeding or investigation pending or threatened against the Contractor or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by Contractor of its obligations under any Contractor Agreement or that questions the validity, binding effect or enforceability of any Contractor Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated hereby; the execution, delivery and performance by the Contractor of the Contractor Agreements and the consummation of the transactions contemplated thereby, do not and will not conflict with, or result in any violation the breach of, or constitute a default under, or accelerate performance required by any term of the terms of its organizational documentsmemorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or of any contract order to which it is a party or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to by which it or any of its properties or assets is bound oraffected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may resultinthebreachofthisAgreementorwhichindividuallyorintheaggregate may result in any material impairment of its ability to perform any of its obligations under thisAgreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect onitsabilitytoperformitsobligationsunderthisAgreementandnofactor Contract AgreementPage 41 of 146 “Construction of 2-lane Ukhrul bypass starting at km 537.850 of NH-202 & joining at km 8.840 of NH-102A (Ukhrul – Toloi – Tadubi Road) and continuing upto km 9.840 of NH- 102A (Package-1, Length-6.571 km) in the State of Manipur on EPC mode. (2nd Call)” Feb 2024 circumstance exists which may give rise to such proceedings that would adversely affect the performance ofits obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under thisAgreement; (j) no representation or warranty by which it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or its properties may be bound onits behalf, to any person by way of fees, commission or affectedotherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connectiontherewith; no consent(l) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, approvaldesigners, order consultants or authorization ofagents of theContractor; (m) it is adequately financed has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure, licenses, patents, copy rights, for designing, supplying/ procuring the goods and materials, and for providing the installation and construction services required for completing the construction of the Project Facilities;and (ii) it represents the Authoritythat: (a) it owns or has the right to use all “Intellectual Property” necessary to perform the contractual obligations and to carry on the Works without conflict with the right ofothers; (b) All intellectual property rights necessary to perform the contractual obligations and to carry on the Works are in full force and effect and are vested in, and beneficially owned by the Contractor, and are free from encumbrances. (c) None of the intellectual property rights is being used, claimed, or registration, declaration posed or filing with, or giving of notice to, obtaining of any license or permit from, or taking of attacked by any other action with respect toperson, nor does the use of such intellectual property rights or any federal, state part of them infringe the intellectual property rights owned or local government enjoyed by any thirdparty. (d) None of the intellectual property rights owned or public body, authority or agency is required in connection with the valid authorization, execution and delivery used by the Contractor is the subject of any claim, opposition, attack, assertion or other arrangement of whatsoever nature which does or may impinge upon their use, validity, enforceability or ownership by the Contractor AgreementsParties, except those that have been obtained; and neither there are no grounds or other Contract AgreementPage 42 of 146 “Construction of 2-lane Ukhrul bypass starting at km 537.850 of NH-202 & joining at km 8.840 of NH-102A (Ukhrul – Toloi – Tadubi Road) and continuing upto km 9.840 of NH- 102A (Package-1, Length-6.571 km) in the Contractor nor, to the knowledge State of the Contractor, the Agency has declared a default under the Guaranteed Savings Agreement.Manipur on EPC mode. (2nd Call)” Feb 2024
Appears in 1 contract
Samples: Draft Contract Agreement
Representations and warranties of the Contractor. (i) The Contractor represents and warrants to the Authority that: the Contractor (a) it is duly organized organised and in good standing in validly existing under the jurisdiction laws of its organization andIndia, if not organized in the State, is licensed to conduct business as a foreign corporation in the State and has all requisite corporate full power and authority to enter into execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the terms hereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (f) the execution, delivery and performance of this Agreement will not conflict with, or result in the breach of, or constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or Draft Contract AgreementPage 38 of 142 Construction & Up gradation to 2 lane with paved shoulder from Design Km. 31.449 to Km 51.700 of Khellani-Khanabal Section on NH-244 (Pkg-I) Nov 2020 circumstance exists which may give rise to such proceedings that would adversely affect the Guaranteed Savings performance ofits obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (togetherl) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Contractor; (m) it is adequately financed has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure, licenses, patents, copy rights, for designing, supplying/ procuring the goods and materials, and for providing the installation and construction services required for completing the construction of the Project Facilities; and (ii) it represents the Authority that: (a) it owns or has the right to use all “Contractor Agreements”) Intellectual Property” necessary to perform the contractual obligations and to carry out the terms hereof and the transactions contemplated thereby; the execution, delivery and performance by the Contractor of the Contractor Agreements have been duly authorized by all necessary action on the part Works without conflict with the right of others; (b) All intellectual property rights necessary to perform the Contractor contractual obligations and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of to carry on the Contractor, except as has been obtained; each Contractor Agreement (i) has been duly executed and delivered on behalf of Contractor by authorized officers of the Contractor, and constitutes the legal, valid and binding obligation of the Contractor, enforceable against Contractor in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability that may be imposed by application of equitable principles, (ii) is Works are in full force and effect and are vested in, and beneficially owned by the Contractor, and are free from encumbrances. (c) None of the intellectual property rights is being used, claimed, or posed or attacked by any other person, nor does the use of such intellectual property rights or any part of them infringe the intellectual property rights owned or enjoyed by any third party. (d) None of the intellectual property rights owned or used by the Contractor is the subject of any claim, opposition, attack, assertion or other arrangement of whatsoever nature which does or may impinge upon their use, validity, enforceability or ownership by the Parties, and there are no grounds or other circumstances which may give rise to the same. Draft Contract Agreement Page 39 of 142 Construction & Up gradation to 2 lane with paved shoulder from Design Km. 31.449 to Km 51.700 of Khellani-Khanabal Section on NH-244 (Pkg-I) Nov 2020 (e) No licenses or registered user or other rights have been granted or agreed to be granted to any third party in respect of such intellectual property rights. (f) No act has been done or has been omitted to be done to entitle any authority or person to cancel, forfeit or modify any intellectual property rights. (g) The Contractor shall notify the Authority of any adverse use of the intellectual property rights or confusingly or deceptively similar to the intellectual property rights. (h) The Contractor shall recognize the Authority’s ownership and title to the intellectual property rights and shall not at any time, either directly or indirectly, put to issue the validity or ownership of the intellectual property rights and it will not do any act or thing, either directly or indirectly, which in anyway impairs the validity and ownership of theintellectual property rights. (i) The Contractor shall, promptly execute, acknowledge and deliver all documents which are requested by Authority to record with appropriate governmental agencies and authorities the fact that the Authority has the right to the use of the said intellectual property rights. (j) The Contractor shall not, for any reason, object to, or interfere in any way with the ownership, registration or use of the intellectual property rights by the Authority (or its licensee or assigns) for any purpose whatsoever. (iii) The Contractor is fully aware that the Agreement is inter linked with the other Project contracts and the non-performance or deficient performance or default by the Contractor and/or any of the Contractor’s personnel or Subcontractors under one among the said contracts will have bearing on the other contracts and the evaluation of the Contractor’s performance under the Agreement and the Project itself. (iv) If at any time during the Defects Liability Period any item of the Works or Project Facilities or any part thereof, do not conform to the Authority requirements and Specifications and Standards, on being so notified by the Authority, the Contractor shall promptly rectify/remedy such nonconformity to the satisfaction of the Authority solely at the Contractor's expense; failing which the Authority may reject or revoke Taking-Over Certificate, and the Authority may proceed to correct the Contractor's nonconforming Work by the most expeditious means available, the costs of which shall be to the Contractor's account; or the Authority may retain the non-conforming Work and an equitable adjustment reducing the total Contract Price to reflect the diminished value of such non-conforming Work will be made by written amendment. (v) In addition to the other warranties, the Contractor represents and warrants as follows: (a) The Contractor has (or, if the technology does not currently exist, will have granted at the time of passing to The Employer) in and to the technology used in the equipment, materials, goods, Works, Contractor's documents, Drawings Draft Contract AgreementPage 40 of 142 Construction & Up gradation to 2 lane with paved shoulder from Design Km. 31.449 to Km 51.700 of Khellani-Khanabal Section on NH-244 (Pkg-I) Nov 2020 and Manuals (“Technology") - i. all right, title and interest free of any lien, claim or restriction; and ii. right to grant to the Authority the right to use the Technology for the purpose of this contract, free of any lien, claim or restriction and on the terms of license as required. (b) The Contractor has granted (or, if the technology does not currently exist, will grant at the time of passing to the Authority the property and title in and to the equipment, materials, goods, Works, spares, Contractor's documents, Drawings and Manuals in which it is used) to the Authority the right to use the Technology, free of any lien, claim or restriction. (vi) In addition to the other Warranties, the Contractor represents and warrants as follows: (a) No Technology contains any worm (i.e., a program that travels from one computer to another computer but does not attach itself to the operating system of the computer it enters), virus (i.e., a program that travels from one computer to another computer that attaches itself to the operating system it enters) or self-destruct capability. (b) The Technology will not abnormally end or provide invalid or incorrect results as a result of date-dependent data. (c) The Technology can accurately recognize, manage, accommodate, and manipulate date-dependent data, including single and multi-century formulas and leap years. (vii) No criminal proceedings instituted against any of the employees or Directors of the Contractor. (viii) Till date the services of the Contractor has not been assigned terminated by any person for any breach or non-performance or negligence by the Contractor; to the knowledge of the Contractor, there is no action, suit, proceeding or investigation pending or threatened against the Contractor or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by Contractor of its obligations under any Contractor Agreement or that questions the validity, binding effect or enforceability of any Contractor Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated hereby; the execution, delivery and performance by the Contractor of the Contractor Agreements and the consummation of the transactions contemplated thereby, do not and will not conflict with, or result in any violation of, any term of its organizational documents, or of any contract or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to it or any of its properties or by which it or its properties may be bound or affected; no consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any federal, state or local government or public body, authority or agency is required in connection with the valid authorization, execution and delivery by the Contractor of the Contractor Agreements, except those that have been obtained; and neither the Contractor nor, to the knowledge of the Contractor, the Agency has declared a default under the Guaranteed Savings Agreement.. 5.2
Appears in 1 contract
Samples: nhidcl.com
Representations and warranties of the Contractor. The Contractor represents and warrants to the Authority that: the Contractor it is duly organized organised, validly existing and in good standing under the laws of India and hereby expressly and irrevocably waives any immunity in the any jurisdiction in respect of its organization andthis Contract or matters arising thereunder including any obligation, if not organized in the State, is licensed to conduct business as a foreign corporation in the State and liability or responsibility hereunder; it has all requisite corporate full power and authority to enter into execute, deliver and to perform its obligations under this Agreement and the Guaranteed Savings Agreement (together, the “Contractor Agreements”) and Contract; it has taken all necessary action to carry out the terms hereof and the transactions contemplated thereby; authorise the execution, delivery and performance by the Contractor of the Contractor Agreements have been duly authorized by all necessary action on the part of the Contractor and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of the Contractor, except as has been obtainedthis Contract; each Contractor Agreement (i) has been duly executed and delivered on behalf of Contractor by authorized officers of the Contractor, and this Contract constitutes the legal, valid and binding obligation of the Contractor, enforceable against Contractor it in accordance with its the terms subject to applicable bankruptcyhereof; there are no actions, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability that may be imposed by application of equitable principles, (ii) is in full force and effect and (iii) has not been assigned by the Contractor; to the knowledge of the Contractor, there is no action, suit, proceeding suits or investigation proceedings pending or to its best knowledge, threatened against the Contractor or its properties affecting it before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could arbitral tribunal which might materially and adversely affect the performance by Contractor its ability to meet or perform any of its obligations under any Contractor Agreement or that questions this Contract; it has the validity, binding effect or enforceability financial standing and capacity to undertake the Project in accordance with the terms of any Contractor Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated herebythis Contract; the execution, delivery and performance by the Contractor of the Contractor Agreements and the consummation of the transactions contemplated thereby, do not and this Contract will not conflict with, or result in any violation the breach of, constitute a default under, or accelerate performance required by any term of the terms of its organizational documentsmemorandum of association and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or of any contract order to which it is a party or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to by which it or any of its properties or by which it or its properties may be assets is bound or affected; it has no consentknowledge of any violation or default with respect to any order, approvalwrit, injunction or decree of any court or any legally binding order of any Government Authority which may result in any Material Adverse Effect on its ability to perform its obligations under this Contract and no fact or authorization ofcircumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Contract; it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or registrationany other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Contract; all its rights and interests in the Project shall pass to and vest in the Authority on the Handover Date free and clear of all liens, declaration claims and Encumbrances, without any further act or filing withdeed on its part or that of the Authority, and that none of the assets of the Project shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Contract; no representation or warranty by it contained herein or in any other document furnished by it to the Authority including the Bid or to any Government Authority in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Contract or entering into this Contract or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; agrees that the execution, delivery and performance by it of this Contract and all other agreements, contracts, documents and writings relating to this Contract constitute private and commercial acts and not public or governmental acts; and consents generally in respect of the enforcement of any judgement against it in any proceedings in any jurisdiction to the giving of notice to, obtaining any relief or the issue of any license or permit from, or taking of any other action with respect to, any federal, state or local government or public body, authority or agency is required process in connection with such proceedings. Representations and warranties of the valid authorization, execution Authority The Authority represents and delivery by warrants to the Contractor that: it is duly organised, validly existing and in good standing under the laws of India; it has full power and authority to execute, deliver and perform its obligations under this Contract; it has taken all necessary action to authorise the execution, delivery and performance of this Contract; this Contract constitutes the legal, valid and binding obligation of the Contractor AgreementsAuthority, except those that have been obtainedenforceable against it in accordance with the terms hereof; and neither the Contractor northere are no actions, suits or proceedings pending or to the knowledge its best knowledge, threatened against or affecting it before any court, administrative body or arbitral tribunal which might materially and adversely affect its ability to meet or perform any of the Contractor, the Agency has declared a default its obligations under the Guaranteed Savings Agreementthis Contract.
Appears in 1 contract
Representations and warranties of the Contractor. (i) The Contractor represents and warrants to the Authority that: the Contractor (a) it is duly organized organised and in good standing in validly existing under the jurisdiction laws of its organization andIndia, if not organized in the State, is licensed to conduct business as a foreign corporation in the State and has all requisite corporate full power and authority to enter into execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the terms hereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (f) the execution, delivery and performance of this Agreement will not conflict with, or result in the breach of, or constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or Draft Contract AgreementPage 41 of 145 Nov 2020 circumstance exists which may give rise to such proceedings that would adversely affect the Guaranteed Savings performance ofits obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (togetherl) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Contractor; (m) it is adequately financed has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure, licenses, patents, copy rights, for designing, supplying/ procuring the goods and materials, and for providing the installation and construction services required for completing the construction of the Project Facilities; and (ii) it represents the Authority that: (a) it owns or has the right to use all “Contractor Agreements”) Intellectual Property” necessary to perform the contractual obligations and to carry out the terms hereof and the transactions contemplated thereby; the execution, delivery and performance by the Contractor of the Contractor Agreements have been duly authorized by all necessary action on the part Works without conflict with the right of others; (b) All intellectual property rights necessary to perform the Contractor contractual obligations and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of to carry on the Contractor, except as has been obtained; each Contractor Agreement (i) has been duly executed and delivered on behalf of Contractor by authorized officers of the Contractor, and constitutes the legal, valid and binding obligation of the Contractor, enforceable against Contractor in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability that may be imposed by application of equitable principles, (ii) is Works are in full force and effect and are vested in, and beneficially owned by the Contractor, and are free from encumbrances. (c) None of the intellectual property rights is being used, claimed, or posed or attacked by any other person, nor does the use of such intellectual property rights or any part of them infringe the intellectual property rights owned or enjoyed by any third party. (d) None of the intellectual property rights owned or used by the Contractor is the subject of any claim, opposition, attack, assertion or other arrangement of whatsoever nature which does or may impinge upon their use, validity, enforceability or ownership by the Parties, and there are no grounds or other circumstances which may give rise to the same. Draft Contract AgreementPage 42 of 145 Aug. 2020 (e) No licenses or registered user or other rights have been granted or agreed to be granted to any third party in respect of such intellectual property rights. (f) No act has been done or has been omitted to be done to entitle any authority or person to cancel, forfeit or modify any intellectual property rights. (g) The Contractor shall notify the Authority of any adverse use of the intellectual property rights or confusingly or deceptively similar to the intellectual property rights. (h) The Contractor shall recognize the Authority’s ownership and title to the intellectual property rights and shall not at any time, either directly or indirectly, put to issue the validity or ownership of the intellectual property rights and it will not do any act or thing, either directly or indirectly, which in anyway impairs the validity and ownership of theintellectual property rights. (i) The Contractor shall, promptly execute, acknowledge and deliver all documents which are requested by Authority to record with appropriate governmental agencies and authorities the fact that the Authority has the right to the use of the said intellectual property rights. (j) The Contractor shall not, for any reason, object to, or interfere in any way with the ownership, registration or use of the intellectual property rights by the Authority (or its licensee or assigns) for any purpose whatsoever. (iii) The Contractor is fully aware that the Agreement is inter linked with the other Project contracts and the non-performance or deficient performance or default by the Contractor and/or any of the Contractor’s personnel or Subcontractors under one among the said contracts will have bearing on the other contracts and the evaluation of the Contractor’s performance under the Agreement and the Project itself. (iv) If at any time during the Defects Liability Period any item of the Works or Project Facilities or any part thereof, do not conform to the Authority requirements and Specifications and Standards, on being so notified by the Authority, the Contractor shall promptly rectify/remedy such nonconformity to the satisfaction of the Authority solely at the Contractor's expense; failing which the Authority may reject or revoke Taking-Over Certificate, and the Authority may proceed to correct the Contractor's nonconforming Work by the most expeditious means available, the costs of which shall be to the Contractor's account; or the Authority may retain the non-conforming Work and an equitable adjustment reducing the total Contract Price to reflect the diminished value of such non-conforming Work will be made by written amendment. (v) In addition to the other warranties, the Contractor represents and warrants as follows: (a) The Contractor has (or, if the technology does not currently exist, will have granted at the time of passing to The Employer) in and to the technology used in the equipment, materials, goods, Works, Contractor's documents, Drawings Draft Contract AgreementPage 43 of 145 Nov 2020 and Manuals (“Technology") - i. all right, title and interest free of any lien, claim or restriction; and ii. right to grant to the Authority the right to use the Technology for the purpose of this contract, free of any lien, claim or restriction and on the terms of license as required. (b) The Contractor has granted (or, if the technology does not currently exist, will grant at the time of passing to the Authority the property and title in and to the equipment, materials, goods, Works, spares, Contractor's documents, Drawings and Manuals in which it is used) to the Authority the right to use the Technology, free of any lien, claim or restriction. (vi) In addition to the other Warranties, the Contractor represents and warrants as follows: (a) No Technology contains any worm (i.e., a program that travels from one computer to another computer but does not attach itself to the operating system of the computer it enters), virus (i.e., a program that travels from one computer to another computer that attaches itself to the operating system it enters) or self-destruct capability. (b) The Technology will not abnormally end or provide invalid or incorrect results as a result of date-dependent data. (c) The Technology can accurately recognize, manage, accommodate, and manipulate date-dependent data, including single and multi-century formulas and leap years. (vii) No criminal proceedings instituted against any of the employees or Directors of the Contractor. (viii) Till date the services of the Contractor has not been assigned terminated by any person for any breach or non-performance or negligence by the Contractor; to the knowledge of the Contractor, there is no action, suit, proceeding or investigation pending or threatened against the Contractor or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by Contractor of its obligations under any Contractor Agreement or that questions the validity, binding effect or enforceability of any Contractor Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated hereby; the execution, delivery and performance by the Contractor of the Contractor Agreements and the consummation of the transactions contemplated thereby, do not and will not conflict with, or result in any violation of, any term of its organizational documents, or of any contract or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to it or any of its properties or by which it or its properties may be bound or affected; no consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any federal, state or local government or public body, authority or agency is required in connection with the valid authorization, execution and delivery by the Contractor of the Contractor Agreements, except those that have been obtained; and neither the Contractor nor, to the knowledge of the Contractor, the Agency has declared a default under the Guaranteed Savings Agreement.. 5.2
Appears in 1 contract
Samples: Draft Contract Agreement
