Authorisee Event of Default. The Authorisee Event of Default means any of the following events unless such an event has occurred as a consequence of the Grantor‟s Event of Default or a Force Majeure Event: (i) the Authorisee‟s repudiation or failure to perform or discharge any of its obligations in accordance with the provisions of this Agreement. (ii) the Authorisee‟s failure to perform or discharge any of its obligations under any other Transaction Documents, which has or is likely to have a Material Adverse Effect. (iii) any representation made or warranties given by the Authorisee/ Developer under this Agreement are found to be false or misleading. (iv) the Authorisee passing a resolution for voluntary winding up. (v) appointment of a provisional liquidator, administrator, trustee or receiver of the whole or substantially whole of the undertaking of the Authorisee by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings. (vi) levy of an execution or distraint on the Authorisee‟s Assets which has or is likely to have Material Adverse Effect and such execution or distraint remaining in force for a period exceeding 30 days or any authority, regulatory body , court , tribunal or judicial authority passing or issuing any order or direction against the Authorisee which would have an or likely to have an Material Adverse Effect on the project or the ability of the Authorisee to comply with or discharge the obligations and responsibilities under this Agreement. (vii) amalgamation of the Authorisee with any other company or reconstruction or transfer of the whole or part of the Authorisee‟s undertaking (other than transfer of assets in the ordinary course of business) without the Grantor‟s prior written approval, provided, if the amalgamated entity, reconstructed entity or the transferee as the case may be, has the financial and technical ability demonstrated to the satisfaction of the Grantor, to undertake, perform/discharge the obligations of the Authorisee under this Agreement, necessary approval shall be granted by the Grantor. (viii) the Authorisee engaging or knowingly allowing any of its employees, agents, Contractor or representative to engage in any activity prohibited by law or which constitutes a breach of or an offence under any law, in the course of any activity undertaken pursuant to this Agreement. (ix) the Authorisee repudiates this Agreement or otherwise takes any action or evinces or conveys an intention not to be bound by this Agreement. (x) the Authorisee has not rectified the default in payment as per the clause 8.3.3 of this Agreement. (xi) the Authorisee is adjudged bankrupt or insolvent. (xii) the whole of the Project Facility or any part of Project Facility remains closed / un-operational for an aggregate period exceeding “one hundred and twenty ” days in a year (except for reasons on account of force majeure or Grantors event of default). (xiii) the Authorisee is in the breach or non compliance of any terms and conditions of the Land Lease Deed to be executed / executed between the Grantor and Authorisee in pursuance of the provisions of this agreement (xiv) the Authorisee committing any breach or non compliance of any of the terms and conditions of the financing document executed between the Authorisee and if all or any of the Lender(s) have recalled their outstanding dues and in pursuance thereto have initiated the exercise of their right to enforce the security interest created in their favour under the financing documents, as permitted by this agreement, on the Project Assets and / or the rights and interest under this agreement. (xv) such events as have been specified as Authorisee Events of Default under the provisions of this Agreement. (xvi) In the event of refusal of Statuary approvals such as Land conversion, Municipal approval, fire safety etc., and the Authorisee is unable to proceed with the Implementation/ Development of the project and Authorisee makes a request to Grantor for termination, the Authorization agreement will automatically gets terminated within seven days of such request of Authorisee and the performance security shall be released to the Authorisee duly adjusting premiums & ALRs due till the date of termination.
Appears in 2 contracts