Common use of Extent of Rights Clause in Contracts

Extent of Rights. The rights referred to at Clauses 9.1 (Access During Construction) and 9.2 (Access Following Construction) shall not operate or be deemed to operate as a lease of the Facilities or the Site or any part of the Facilities or the Site and DBFM Co shall not have or be entitled to exclusive possession (save to the extent expressly included within the Ancillary Rights) or any estate, right, title or interest in and to the Site or the Facilities except as provided herein and shall occupy the Site as a licensee only. The rights referred to at Clauses 9.1 (Access During Construction) and 9.2 (Access Following Construction) are personal to DBFM Co and the DBFM Co Parties. DBFM Co shall procure that: all Project Operations carried out at the Site by or on behalf of DBFM Co (whether before, during or after the completion of the Works) shall be carried out in a manner which does not breach any of the Title Conditions and/or the Reserved Rights; and there shall be no action, or omission to act by DBFM Co or a DBFM Co Party, which shall give rise to a right for any person to obtain title to the Site or any part of it. Notwithstanding the terms of Clauses 9.1 and 9.2 or any other rights granted under this Agreement, the Authority shall (if it is the heritable proprietor of the Site), or (if it is not the heritable proprietor of the Site) shall procure that the heritable proprietor of the Site shall, enter into such wayleaves, deeds of servitude, leases, sub-leases or other similar agreements with any third party that DBFM Co or any DBFM Co Party may require to be granted in favour of or by any third party, in order to exercise its rights or perform its obligations under this Agreement. The Authority shall enter into (or, where appropriate, shall procure that the heritable proprietor of the Site shall enter into) any such wayleave, deed of servitude, leases, sub-leases or other similar agreement, as soon as reasonably practicable after DBFM Co has provided to the Authority all relevant information in connection therewith provided always that DBFM Co has obtained at its own cost the prior agreement of the third party in terms acceptable to the Authority (acting reasonably). Schedule Part 27 (Protocol for Wayleaves, Servitudes and other related Instruments) shall apply to the grant of any such wayleaves, deeds of servitude, leases, sub-leases or other similar agreements. DBFM Co shall reimburse the Authority for all costs and expenses reasonably and properly incurred by the Authority (and/or the heritable proprietor of the Site) in connection with entering into such wayleaves, deeds of servitude, leases, sub-leases or other similar agreements at the request of DBFM Co. THE SITE The condition of the Site shall [subject to Clauses 10.3 and 10.4] be the sole responsibility of DBFM Co. Accordingly (without prejudice to any other obligation of DBFM Co under this Agreement), DBFM Co shall be deemed to have: carried out a Ground Physical and Geophysical Investigation and to have inspected and examined the Site and its surroundings and (where applicable) any existing structures or works on, over or under the Site; satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site, the load bearing and other relevant properties of the Site, the risk of injury or damage to property affecting the Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; satisfied itself as to the extent and adequacy of the Site and of the rights of access to and through the Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site) without prejudice to DBFM Co’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 and/or Clause 9.2; satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions); and satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. To avoid doubt, DBFM Co accepts full responsibility for all matters referred to in Clause 10.1 and [, subject to Clauses 10.3 and 10.4 and [Clause 52 (Warranties)]] DBFM Co shall: not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 29 (Delay Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to the Site was given to it by any person, whether or not the Authority or an Authority Party; and be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at the Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or DBFM Co). [Responsibility for Ground Conditions and Contamination To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site which are under existing buildings as at the Commencement Date and which it is not practical for DBFM Co to investigate or survey, DBFM Co shall not be responsible for them, unless they were discovered by the Ground Physical and Geophysical Investigation and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation had been properly carried out or unless they would have been identified had DBFM Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which DBFM Co is not responsible by virtue of this Clause 10.3. This Clause 10.3 applies to the following areas: [ l ] Where pursuant to Clause 10.3 the Authority is responsible for any of the matters referred to then the following provisions shall apply: during the Construction Phase any such matter shall be deemed to be a Compensation Event for the purposes of this Agreement; where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 51 (Excusing Causes); further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold DBFM Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify DBFM Co in respect of all Direct Losses incurred by DBFM Co resulting from such Contamination.] CONSENTS & PLANNING APPROVAL DBFM Co shall be responsible for: obtaining all Consents which may be required for the performance of the Project Operations; and [subject to Clause 11.3,] implementing each Consent within the period of its validity in accordance with its terms. In the event that: a Consent that has been granted is subsequently amended, repealed, revoked or otherwise ceases to be in full force and effect in accordance with its terms as a consequence of any action by a Relevant Authority; affected persons are entitled to claim compensation for the adverse effects of such action under a statutory scheme of compensation; and DBFM Co is not entitled in its own name to claim under that scheme but the Authority is so entitled the Authority must use all reasonable endeavours, at the request and at the cost of DBFM Co, to claim or to include within its claim such sums as DBFM Co acting reasonably requests and shall pay to DBFM Co the part of any compensation that it receives under that scheme that relates to the sums claimed at the request of DBFM Co. [The Authority shall be responsible for discharging, implementing and/or complying with the Authority Planning Conditions by the dates/during the periods specified in the table forming Part A of Section 1 of Schedule Part 6 (Construction Matters).]1 PART 3: DESIGN AND CONSTRUCTION THE DESIGN CONSTRUCTION AND COMMISSIONING PROCESS Overall Responsibility DBFM Co shall carry out the Works: so as to procure satisfaction of the Authority's Construction Requirements; in accordance with DBFM Co's Proposals; and in accordance with the terms of this Agreement. To avoid doubt, the obligations in Clauses 12.1.1, 12.1.2 and 12.1.3 are independent obligations. In particular: the fact that DBFM Co has complied with DBFM Co's Proposals shall not be a defence to an allegation that DBFM Co has not satisfied the Authority's Construction Requirements; and the fact that DBFM Co has satisfied the Authority's Construction Requirements shall not be a defence to an allegation that DBFM Co has failed to comply with DBFM Co's Proposals. Design responsibility DBFM Co warrants that it has used, and will continue to use, the degree of skill and care in the design of the Facilities that would reasonably be expected of a competent professional designer experienced in carrying out design activities of a similar nature, scope and complexity to those comprised in the Works.

Extent of Rights. The rights referred to at Clauses Clause 9.1 (Access During Construction) and 9.2 (Access Following Construction) shall not operate or be deemed to operate as a lease of the Facilities or the Site or any part of the Facilities or the Site and DBFM Project Co shall not have or be entitled to exclusive possession (save to the extent expressly included within the Ancillary Rights) or any estate, right, title or interest in and to the Site or the Facilities except as provided herein and shall occupy the Site as a licensee only. The rights referred to at Clauses Clause 9.1 (Access During Construction) and 9.2 (Access Following Construction) are personal to DBFM Project Co and the DBFM Project Co Parties. DBFM Project Co shall procure that: all Project Operations carried out at the Site by or on behalf of DBFM Project Co (whether before, during or after the completion of the Works) shall be carried out in a manner which does not breach any of the Title Conditions and/or the Reserved Rights; and there shall be no action, or omission to act by DBFM Project Co or a DBFM Project Co Party, which shall give rise to a right for any person to obtain title to the Site or any part of it. Notwithstanding the terms of Clauses Clause 9.1 and 9.2 or any other rights granted under this Agreement, the Authority shall (if it is the heritable proprietor of the Site), or (if it is not the heritable proprietor of the Site) shall procure that the heritable proprietor of the Site shall, enter into such wayleaves, deeds of servitude, leases, sub-leases servitude or other similar agreements with any third party that DBFM Project Co or any DBFM Project Co Party may require to be granted in favour of or by any third party, in order to exercise its rights or perform its obligations under this Agreement. The Authority shall enter into (or, where appropriate, shall procure that the heritable proprietor of the Site shall enter into) any such wayleave, deed of servitude, leases, sub-leases servitude or other similar agreement, as soon as reasonably practicable after DBFM Project Co has provided to the Authority all relevant information in connection therewith provided always that DBFM Project Co has obtained at its own cost the prior agreement of the third party in terms acceptable to the Authority (acting reasonably). Schedule Part 27 (Protocol for Wayleaves, Servitudes and other related Instruments) shall apply to the grant of any such wayleaves, deeds of servitude, leases, sub-leases or other similar agreements. DBFM Project Co shall reimburse the Authority for all costs and expenses reasonably and properly incurred by the Authority (and/or the heritable proprietor of the Site) in connection with entering into such wayleaves, deeds of servitude, leases, sub-leases servitude or other similar agreements at the request of DBFM Project Co. THE 10THE SITE The condition of the Site shall [subject to Clauses Clause 10.3 and 10.4,] be the sole responsibility of DBFM Project Co. Accordingly (without prejudice to any other obligation of DBFM Project Co under this Agreement), DBFM Project Co shall be deemed to have: carried out a Ground Physical and Geophysical Investigation and to have inspected and examined the Site and its surroundings and (where applicable) any existing structures or works on, over or under the Site; satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site, the load bearing and other relevant properties of the Site, the risk of injury or damage to property affecting the Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; satisfied itself as to the extent and adequacy of the Site and of the rights of access to and through the Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site) without prejudice to DBFM Co’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 and/or Clause 9.2); satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. To avoid doubt, DBFM Project Co accepts full responsibility for all matters referred to in Clause 10.1 and [, subject to Clauses Clause 10.3 and Clause 10.4 and [Clause 52 (Warranties)],] DBFM Project Co shall: not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 29 (Delay Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to the Site was given to it by any person, whether or not the Authority or an Authority Party; and be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at the Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or DBFM Project Co). [Responsibility for Ground Conditions and Contamination To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site which are under existing buildings as at the Commencement Execution Date and which it is not practical for DBFM Project Co to investigate or survey, DBFM Project Co shall not be responsible for them, unless they were discovered by the Ground Physical and Geophysical Investigation and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation had been properly carried out or unless they would have been identified had DBFM Project Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which DBFM Project Co is not responsible by virtue of this Clause 10.3. This Clause 10.3 applies to the following areas: [ l ] ] Where pursuant to Clause 10.3 the Authority is responsible for any of the matters referred to then the following provisions shall apply: during the Construction Phase any such matter shall be deemed to be a Compensation Event for the purposes of this Agreement; where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 51 (Excusing Causes); further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold DBFM Project Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify DBFM Project Co in respect of all Direct Losses incurred by DBFM Project Co resulting from such Contamination.] CONSENTS 11CONSENTS & PLANNING APPROVAL DBFM Project Co shall be responsible for: obtaining all Consents which may be required for the performance of the Project Operations; and [subject to Clause 11.3,] implementing each Consent within the period of its validity in accordance with its terms. In the event that: a Consent that has been granted is subsequently amended, repealed, revoked or otherwise ceases to be in full force and effect in accordance with its terms as a consequence of any action by a Relevant Authority; affected persons are entitled to claim compensation for the adverse effects of such action under a statutory scheme of compensation; and DBFM Project Co is not entitled in its own name to claim under that scheme but the Authority is so entitled the Authority must use all reasonable endeavours, at the request and at the cost of DBFM Project Co, to claim or to include within its claim such sums as DBFM Project Co acting reasonably requests and shall pay to DBFM Project Co the part of any compensation that it receives under that scheme that relates to the sums claimed at the request of DBFM Co. [The Authority shall be responsible for discharging, implementing and/or complying with the Authority Planning Conditions by the dates/during the periods specified in the table forming Part A of Section 1 of Schedule Part 6 (Construction Matters).]1 PART 3: DESIGN AND CONSTRUCTION THE DESIGN CONSTRUCTION AND COMMISSIONING PROCESS Overall Responsibility DBFM Co shall carry out the Works: so as to procure satisfaction of the Authority's Construction Requirements; in accordance with DBFM Co's Proposals; and in accordance with the terms of this Agreement. To avoid doubt, the obligations in Clauses 12.1.1, 12.1.2 and 12.1.3 are independent obligations. In particular: the fact that DBFM Co has complied with DBFM Co's Proposals shall not be a defence to an allegation that DBFM Co has not satisfied the Authority's Construction Requirements; and the fact that DBFM Co has satisfied the Authority's Construction Requirements shall not be a defence to an allegation that DBFM Co has failed to comply with DBFM Co's Proposals. Design responsibility DBFM Co warrants that it has used, and will continue to use, the degree of skill and care in the design of the Facilities that would reasonably be expected of a competent professional designer experienced in carrying out design activities of a similar nature, scope and complexity to those comprised in the Works.Project Co.

Extent of Rights. The rights referred to at Clauses 9.1 (Access During Construction) and 9.2 (Access Following Construction) shall not operate or be deemed to operate as a lease of the Facilities or the Site or any part of the Facilities or the Site and DBFM Co Sub-hubco shall not have or be entitled to exclusive possession (save to the extent expressly included within the Ancillary Rights) or any estate, right, title or interest in and to the Site or the Facilities except as provided herein and shall occupy the Site as a licensee only. The rights referred to at Clauses 9.1 (Access During Construction) and 9.2 (Access Following Construction) are personal to DBFM Co Sub-hubco and the DBFM Co Sub-hubco Parties. DBFM Co Sub-hubco shall procure that: all Project Operations carried out at the Site by or on behalf of DBFM Co Sub-hubco (whether before, during or after the completion of the Works) shall be carried out in a manner which does not breach any of the Title Conditions and/or the Reserved Rights; and there shall be no action, or omission to act by DBFM Co Sub-hubco or a DBFM Co Sub-hubco Party, which shall give rise to a right for any person to obtain title to the Site or any part of it. Notwithstanding the terms of Clauses 9.1 and 9.2 or any other rights granted under this Agreement, the Authority shall (if it is the heritable proprietor of the Site), or (if it is not the heritable proprietor of the Site) shall procure that the heritable proprietor of the Site shall, enter into such wayleaves, deeds of servitude, leases, sub-leases servitude or other similar agreements with any third party that DBFM Co Sub-hubco or any DBFM Co Sub-hubco Party may require to be granted in favour of or by any third party, in order to exercise its rights or perform its obligations under this Agreement. The Authority shall enter into (or, where appropriate, shall procure that the heritable proprietor of the Site shall enter into) any such wayleave, deed of servitude, leases, sub-leases servitude or other similar agreement, as soon as reasonably practicable after DBFM Co Sub-hubco has provided to the Authority all relevant information in connection therewith provided always that DBFM Co Sub-hubco has obtained at its own cost the prior agreement of the third party in terms acceptable to the Authority (acting reasonably). Schedule Part 27 (Protocol for Wayleaves, Servitudes and other related Instruments) shall apply to the grant of any such wayleaves, deeds of servitude, leases, subSub-leases or other similar agreements. DBFM Co hubco shall reimburse the Authority for all costs and expenses reasonably and properly incurred by the Authority (and/or the heritable proprietor of the Site) in connection with entering into such wayleaves, deeds of servitude, leases, sub-leases servitude or other similar agreements at the request of DBFM Co. THE SITE The condition of the Site shall [subject to Clauses 10.3 and 10.4] be the sole responsibility of DBFM Co. Accordingly (without prejudice to any other obligation of DBFM Co under this Agreement), DBFM Co shall be deemed to have: carried out a Ground Physical and Geophysical Investigation and to have inspected and examined the Site and its surroundings and (where applicable) any existing structures or works on, over or under the Site; satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site, the load bearing and other relevant properties of the Site, the risk of injury or damage to property affecting the Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; satisfied itself as to the extent and adequacy of the Site and of the rights of access to and through the Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site) without prejudice to DBFM Co’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 and/or Clause 9.2; satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions); and satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. To avoid doubt, DBFM Co accepts full responsibility for all matters referred to in Clause 10.1 and [, subject to Clauses 10.3 and 10.4 and [Clause 52 (Warranties)]] DBFM Co shall: not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 29 (Delay Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to the Site was given to it by any person, whether or not the Authority or an Authority Party; and be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at the Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or DBFM Co). [Responsibility for Ground Conditions and Contamination To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site which are under existing buildings as at the Commencement Date and which it is not practical for DBFM Co to investigate or survey, DBFM Co shall not be responsible for them, unless they were discovered by the Ground Physical and Geophysical Investigation and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation had been properly carried out or unless they would have been identified had DBFM Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which DBFM Co is not responsible by virtue of this Clause 10.3. This Clause 10.3 applies to the following areas: [ l ] Where pursuant to Clause 10.3 the Authority is responsible for any of the matters referred to then the following provisions shall apply: during the Construction Phase any such matter shall be deemed to be a Compensation Event for the purposes of this Agreement; where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 51 (Excusing Causes); further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold DBFM Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify DBFM Co in respect of all Direct Losses incurred by DBFM Co resulting from such ContaminationSub-hubco.] CONSENTS & PLANNING APPROVAL DBFM Co shall be responsible for: obtaining all Consents which may be required for the performance of the Project Operations; and [subject to Clause 11.3,] implementing each Consent within the period of its validity in accordance with its terms. In the event that: a Consent that has been granted is subsequently amended, repealed, revoked or otherwise ceases to be in full force and effect in accordance with its terms as a consequence of any action by a Relevant Authority; affected persons are entitled to claim compensation for the adverse effects of such action under a statutory scheme of compensation; and DBFM Co is not entitled in its own name to claim under that scheme but the Authority is so entitled the Authority must use all reasonable endeavours, at the request and at the cost of DBFM Co, to claim or to include within its claim such sums as DBFM Co acting reasonably requests and shall pay to DBFM Co the part of any compensation that it receives under that scheme that relates to the sums claimed at the request of DBFM Co. [The Authority shall be responsible for discharging, implementing and/or complying with the Authority Planning Conditions by the dates/during the periods specified in the table forming Part A of Section 1 of Schedule Part 6 (Construction Matters).]1 PART 3: DESIGN AND CONSTRUCTION THE DESIGN CONSTRUCTION AND COMMISSIONING PROCESS Overall Responsibility DBFM Co shall carry out the Works: so as to procure satisfaction of the Authority's Construction Requirements; in accordance with DBFM Co's Proposals; and in accordance with the terms of this Agreement. To avoid doubt, the obligations in Clauses 12.1.1, 12.1.2 and 12.1.3 are independent obligations. In particular: the fact that DBFM Co has complied with DBFM Co's Proposals shall not be a defence to an allegation that DBFM Co has not satisfied the Authority's Construction Requirements; and the fact that DBFM Co has satisfied the Authority's Construction Requirements shall not be a defence to an allegation that DBFM Co has failed to comply with DBFM Co's Proposals. Design responsibility DBFM Co warrants that it has used, and will continue to use, the degree of skill and care in the design of the Facilities that would reasonably be expected of a competent professional designer experienced in carrying out design activities of a similar nature, scope and complexity to those comprised in the Works.

Extent of Rights. The rights referred to at Clauses 9.1 (Access During Construction) and 9.2 (Access Following Construction) shall not operate or be deemed to operate as a lease of the Facilities or the Site or any part of the Facilities or the Site and DBFM Project Co shall not have or be entitled to exclusive possession (save to the extent expressly included within the Ancillary Rights) or any estate, right, title or interest in and to the Site or the Facilities except as provided herein and shall occupy the Site as a licensee only. The rights referred to at Clauses Clause 9.1 (Access During Construction) and 9.2 (Access Following Construction) are personal to DBFM Project Co and the DBFM Project Co Parties. DBFM Project Co shall procure that: all Project Operations carried out at the Site by or on behalf of DBFM Project Co (whether before, during or after the completion of the Works) shall be carried out in a manner which does not breach any of the Title Conditions and/or the Reserved Rights; and there shall be no action, or omission to act by DBFM Project Co or a DBFM Project Co Party, which shall give rise to a right for any person to obtain title to the Site or any part of it. Notwithstanding the terms of Clauses 9.1 and 9.2 or any other rights granted under this Agreement, the Authority shall (if it is the heritable proprietor of the Site), or (if it is not the heritable proprietor of the Site) shall procure that the heritable proprietor of the Site shall, enter into such wayleaves, deeds of servitude, leases, sub-leases servitude or other similar agreements with any third party that DBFM Project Co or any DBFM Project Co Party may require to be granted in favour of or by any third party, in order to exercise its rights or perform its obligations under this Agreement. The Authority shall enter into (or, where appropriate, shall procure that the heritable proprietor of the Site shall enter into) any such wayleave, deed of servitude, leases, sub-leases servitude or other similar agreement, as soon as reasonably practicable after DBFM Project Co has provided to the Authority all relevant information in connection therewith provided always that DBFM Project Co has obtained at its own cost the prior agreement of the third party in terms acceptable to the Authority (acting reasonably). Schedule Part 27 (Protocol for Wayleaves, Servitudes and other related Instruments) shall apply to the grant of any such wayleaves, deeds of servitude, leases, sub-leases or other similar agreements. DBFM Project Co shall reimburse the Authority for all costs and expenses reasonably and properly incurred by the Authority (and/or the heritable proprietor of the Site) in connection with entering into such wayleaves, deeds of servitude, leases, sub-leases servitude or other similar agreements at the request of DBFM Project Co. THE SITE The condition of the Site shall shall[, subject to Clauses 10.3 and 10.4,] be the sole responsibility of DBFM Project Co. Accordingly (without prejudice to any other obligation of DBFM Project Co under this Agreement), DBFM Project Co shall be deemed to have: carried out a Ground Physical and Geophysical Investigation and to have inspected and examined the Site and its surroundings and (where applicable) any existing structures or works on, over or under the Site; satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site, the load bearing and other relevant properties of the Site, the risk of injury or damage to property affecting the Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; satisfied itself as to the extent and adequacy of the Site and of the rights of access to and through the Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site) without prejudice to DBFM Project Co’s 's rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 and/or Clause 9.2; satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. To avoid doubt, DBFM Project Co accepts full responsibility for all matters referred to in Clause 10.1 and [, ,subject to Clauses Clause 10.3 and Clause 10.4 [and [Clause 52 (Warranties)],] DBFM Project Co shall: not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 29 (Delay Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to the Site was given to it by any person, whether or not the Authority or an Authority Party; and be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at the Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or DBFM Project Co). [Responsibility for Ground Conditions and Contamination To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site which are under existing buildings as at the Commencement Execution Date and which it is not practical for DBFM Project Co to investigate or survey, DBFM Project Co shall not be responsible for them, them unless they were discovered by the Ground Physical and Geophysical Investigation and accordingly identified in Section 3 (Authority's ’s Construction Requirements) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation had been properly carried out or unless they would have been identified had DBFM Project Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which DBFM Project Co is not responsible by virtue of this Clause 10.3. This Clause 10.3 applies to the following areas: [ l ] . Where pursuant to Clause 10.3 the Authority is responsible for any of the matters referred to then the following provisions shall apply: during the Construction Phase any such matter shall be deemed to be a Compensation Event for the purposes of this Agreement; where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 51 (Excusing Causes); further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold DBFM Project Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify DBFM Project Co in respect of all Direct Losses incurred by DBFM Project Co resulting from such Contamination.] CONSENTS & PLANNING APPROVAL DBFM Project Co shall be responsible for: obtaining all Consents which may be required for the performance of the Project Operations; and [subject to Clause 11.3,] implementing each Consent within the period of its validity in accordance with its terms. In the event that: a Consent that has been granted is subsequently amended, repealed, revoked or otherwise ceases to be in full force and effect in accordance with its terms as a consequence of any action by a Relevant Authority; affected persons are entitled to claim compensation for the adverse effects of such action under a statutory scheme of compensation; and DBFM Project Co is not entitled in its own name to claim under that scheme but the Authority is so entitled the Authority must use all reasonable endeavours, at the request and at the cost of DBFM Project Co, to claim or to include within its claim such sums as DBFM Project Co acting reasonably requests and shall pay to DBFM Project Co the part of any compensation that it receives under that scheme that relates to the sums claimed at the request of DBFM Co. [The Authority shall be responsible for discharging, implementing and/or complying with the Authority Planning Conditions by the dates/during the periods specified in the table forming Part A of Section 1 of Schedule Part 6 (Construction Matters).]1 PART 3: DESIGN AND CONSTRUCTION THE DESIGN CONSTRUCTION AND COMMISSIONING PROCESS Overall Responsibility DBFM Co shall carry out the Works: so as to procure satisfaction of the Authority's Construction Requirements; in accordance with DBFM Co's Proposals; and in accordance with the terms of this Agreement. To avoid doubt, the obligations in Clauses 12.1.1, 12.1.2 and 12.1.3 are independent obligations. In particular: the fact that DBFM Co has complied with DBFM Co's Proposals shall not be a defence to an allegation that DBFM Co has not satisfied the Authority's Construction Requirements; and the fact that DBFM Co has satisfied the Authority's Construction Requirements shall not be a defence to an allegation that DBFM Co has failed to comply with DBFM Co's Proposals. Design responsibility DBFM Co warrants that it has used, and will continue to use, the degree of skill and care in the design of the Facilities that would reasonably be expected of a competent professional designer experienced in carrying out design activities of a similar nature, scope and complexity to those comprised in the Works.Project Co.