No Additional. Consideration SECTION 4: REPRESENTATIONS, WARRANTIES AND COVENANTS 4.1 Representations, Warranties and Covenants of NCC (a) NCC represents and warrants that: (i) it has all requisite corporate power and authority to grant the lease, licenses, easements and other rights envisaged under this Land Use Agreement and to execute, deliver and perform its obligations under this Land Use Agreement; (ii) the execution, delivery and performance of this Land Use Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorised by NCC and no other proceedings on the part of NCC are necessary for the grant of this Land Use Agreement; (iii) this Land Use Agreement has been duly and validly executed and delivered by NCC and constitutes a valid and binding commitment of it; (iv) there is no investigation, inquiry or proceeding concerning any Environmental Matter relating to or affecting the Demised Premises, the Access Road Corridor, and so far as NCC is aware none is pending or threatened nor is there any fact or circumstance existing which might give rise to any of the foregoing; (b) Covenants of NCC NCC covenants that, as of the Possession Date: (i) it shall have clear, unencumbered, title (free and clear of all mortgages and Liens other than Permitted Liens) to the Demised Premises, the Access Road Corridor; (ii) the Demised Premises and the Access Road Corridor shall not be subject to any adverse estate, right, interest, covenant, restriction, easement, option, right of pre-emption, way leave, irrevocable license or other right or arrangement in favor of any third party (whether in the nature of a public or private right or obligation or otherwise), nor is there any agreement to give or create any of the foregoing, and all rights of light, air, water and support associated with the Demised Premises, the Access Road Corridor are enjoyed fully by NCC as of right; (iii) there shall not be any outstanding actions, disputes, claims or demands between NCC and any third party or between the GOB and any third party affecting NCC’s title to the Demised Premises, the Access Road Corridor or its right or ability to enter into this Land Use Agreement; (iv) there shall not be any Environmental Matters relating to or affecting the Demised Premises, the Access Road Corridor; (v) it has provided adequate compensation (as required under the Laws of Bangladesh and the then-applicable guidelines of the World Bank Group) to all persons: (A) who may have been displaced; (B) whose land may have been acquired; or (C) whose livelihood may have been affected, when the Demised Premises, the Access Road Corridor was acquired. NCC further covenants that all representations and warranties set out in Section 4.1(a) shall be true and correct, mutatis mutandis, on the Possession Date.
Appears in 1 contract
Sources: Land Use Agreement
No Additional. Consideration SECTION 4: REPRESENTATIONS, WARRANTIES AND COVENANTSConsideration
4.1 Representations, Warranties and Covenants of NCC
(a) NCC represents and warrants that:
(i) it has all requisite corporate power and authority to grant the lease, licenses, easements and other rights envisaged under this Land Use Agreement and to execute, deliver and perform its obligations under this Land Use Agreement;
(ii) the execution, delivery and performance of this Land Use Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorised by NCC and no other proceedings on the part of NCC are necessary for the grant of this Land Use Agreement;
(iii) this Land Use Agreement has been duly and validly executed and delivered by NCC and constitutes a valid and binding commitment of it;
(iv) there is no investigation, inquiry or proceeding concerning any Environmental Matter relating to or affecting the Demised Premises, the Access Road Corridor, and so far as NCC is aware none is pending or threatened nor is there any fact or circumstance existing which might give rise to any of the foregoing;
(b) Covenants of NCC NCC covenants that, as of the Possession Date:
(i) it shall have clear, unencumbered, title (free and clear of all mortgages and Liens other than Permitted Liens) to the Demised Premises, the Access Road Corridor;
(ii) the Demised Premises and the Access Road Corridor shall not be subject to any adverse estate, right, interest, covenant, restriction, easement, option, right of pre-emption, way leave, irrevocable license or other right or arrangement in favor of any third party (whether in the nature of a public or private right or obligation or otherwise), nor is there any agreement to give or create any of the foregoing, and all rights of light, air, water and support associated with the Demised Premises, the Access Road Corridor are enjoyed fully by NCC as of right;
(iii) there shall not be any outstanding actions, disputes, claims or demands between NCC and any third party or between the GOB and any third party affecting NCC’s title to the Demised Premises, the Access Road Corridor or its right or ability to enter into this Land Use Agreement;
(iv) there shall not be any Environmental Matters relating to or affecting the Demised Premises, the Access Road Corridor;
(v) it has provided adequate compensation (as required under the Laws of Bangladesh and the then-applicable guidelines of the World Bank Group) to all persons:
(A) who may have been displaced;
(B) whose land may have been acquired; or
(C) whose livelihood may have been affected, when the Demised Premises, the Access Road Corridor was acquired. NCC further covenants that all representations and warranties set out in Section 4.1(a) shall be true and correct, mutatis mutandis, on the Possession Date.
4.2 Representations, Warranties and Covenants of the Company
(a) Representations and Warranties of the Company The Company represents and warrants to NCC that:
(i) It is a company validly existing and in good standing under the Laws of Bangladesh, and it has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Land Use Agreement;
(ii) the execution, delivery and performance by it of this Land Use Agreement have been duly authorised by all necessary corporate action, and do not and will not:
(A) require any consent or approval of its board of directors, shareholders or partners other than those which have been obtained (evidence of which shall be, if it has not been, delivered to NCC upon its request); and
(B) to the best of its knowledge, violate or breach any provisions of or constitute a default under its corporate charter or bylaws or other organic documents, any material indenture, contract, or agreement to which it is a party or by which it or its properties may be bound or any material law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to the Company.
(iii) this Land Use Agreement is a valid and binding obligation of the Company; and
(iv) there is no pending or, to the best of the its knowledge, threatened action or proceeding against it before any court, Government Authority, or arbitrator that could reasonably be expected to materially adversely affect the ability of the Company to perform its obligations hereunder, or which could reasonably be expected to affect the legality, validity or enforceability of this Land Use Agreement, or any material part thereof.
(b) Covenants of the Company The Company covenants that, as of the Possession Date:
(i) The Company shall have in full force and effect and continue thereafter to maintain insurance in accordance with Section 14 of the Power Purchase Agreement. The Company further covenants that all representations and warranties set out in Section 4.2(a) shall be true and correct, mutatis mutandis, as of the Possession Date. SECTION 5: LIABILITY AND INDEMNIFICATION SECTION 6: ASSIGNMENT AND SECURITY
Appears in 1 contract
Sources: Land Use Agreement