Common use of Non-Compliance with Conditions Precedent Clause in Contracts

Non-Compliance with Conditions Precedent. (a) In the event the Conditions Precedent for Concessionaire have not been satisfied within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and the Authority / PLBs shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it; (b) In the event this Agreement fails to come into effect on account of non- fulfilment of the Concessionaire’s Conditions Precedent, the Authority shall be entitled to forfeit and encash the Performance Security; (c) In the event the Conditions Precedent for the Authority / PLBs have not been satisfied within the stipulated time, then the Concessionaire shall have the option to either: (i) mutually extend the time period for satisfaction of the Conditions Precedent for the Authority / PLBs or (ii) terminate this Agreement. In the event of termination, the Authority shall pay to the Concessionaire, reasonable development costs, as determined through the mechanism enumerated below. In case of extension of time period for fulfilment of Conditions Precedent for PLBs beyond a period of 180 (One Hundred and Eighty) days from the Appointed Date, the Concession Period shall be proportionately extended for the same period. Parties hereby agree that for determination of the said development cost, the Authority may appoint a financial consultant for determining such development cost, whose determination shall be final, conclusive and binding. The Parties shall share the cost of such financial consultant. For the purpose of this clause the term “Development Cost” shall mean the reasonable cost (if any) incurred by the Concessionaire and as determined in terms above in relation to and limited to any physical development of the project site; (d) In the event this Agreement fails to come into effect on account of the non- fulfilment of the Authority / PLBs’ Conditions Precedent, the Authority shall in addition to payment of development cost in terms of sub-clause (c) above, shall return the Performance Security to the Concessionaire; provided there are no outstanding claims of the Authority on the Concessionaire. (e) Instead of terminating this Agreement as provided in this Article 2.6 , the Parties may by mutual agreement extend the time for fulfilling the Conditions Precedent. In the event of such extension in time for fulfilling Conditions Precedent, the Concession Period shall also be extended proportionately.

Non-Compliance with Conditions Precedent. (a) In the event the Conditions Precedent for Concessionaire have not been satisfied within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and the Authority / PLBs shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it; (b) In the event this Agreement fails to come into effect on account of non- fulfilment of the Concessionaire’s Concessionaire‟s Conditions Precedent, the Authority shall be entitled to forfeit and encash the Performance Security; (c) In the event the Conditions Precedent for the Authority / PLBs have not been satisfied within the stipulated time, then the Concessionaire shall have the option to either: (i) mutually extend the time period for satisfaction of the Conditions Precedent for the Authority / PLBs or (ii) terminate this Agreement. In the event of termination, the Authority shall pay to the Concessionaire, reasonable development costs, as determined through the mechanism enumerated below. In case of extension of time period for fulfilment of Conditions Precedent for PLBs beyond a period of 180 (One Hundred and Eighty) days from the Appointed Date, the Concession Period shall be proportionately extended for the same period. Parties hereby agree that for determination of the said development cost, the Authority may appoint a financial consultant for determining such development cost, whose determination shall be final, conclusive and binding. The Parties shall share the cost of such financial consultant. For the purpose of this clause the term “Development Cost” shall mean the reasonable cost (if any) incurred by the Concessionaire and as determined in terms above in relation to and limited to any physical development of the project site; (d) In the event this Agreement fails to come into effect on account of the non- fulfilment of the Authority / PLBs’ PLBs‟ Conditions Precedent, the Authority shall in addition to payment of development cost in terms of sub-clause (c) above, shall return the Performance Security to the Concessionaire; provided there are no outstanding claims of the Authority on the Concessionaire. (e) Instead of terminating this Agreement as provided in this Article 2.6 , the Parties may by mutual agreement extend the time for fulfilling the Conditions Precedent. In the event of such extension in time for fulfilling Conditions Precedent, the Concession Period shall also be extended proportionately.

Non-Compliance with Conditions Precedent. (a) In the event the Conditions Precedent for Concessionaire have not been satisfied within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and the Authority / PLBs shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it; (b) In the event this Agreement fails to come into effect on account of non- fulfilment of the Concessionaire’s Conditions Precedent, the Authority shall be entitled to forfeit and encash en cash the Performance Security; (c) In the event the Conditions Precedent for the Authority / PLBs have not been satisfied within the stipulated time, then the Concessionaire shall have the option to either: (i) mutually extend the time period for satisfaction of the Conditions Precedent for the Authority / PLBs or (ii) terminate this Agreement. In the event of termination, the Authority shall pay to the Concessionaire, reasonable development costs, as determined through the mechanism enumerated below. In case of extension of time period for fulfilment of Conditions Precedent for PLBs beyond a period of 180 (One Hundred and Eighty) days from the Appointed Date, the Concession Period shall be proportionately extended for the same period. Parties hereby agree that for determination of the said development cost, the Authority may appoint a financial consultant for determining such development cost, whose determination shall be final, conclusive and binding. The Parties shall share the cost of such financial consultant. For the purpose of this clause the term “Development Cost” shall mean the reasonable cost (if any) incurred by the Concessionaire and as determined in terms above in relation to and limited to any physical development of the project site; (d) In the event this Agreement fails to come into effect on account of the non- fulfilment of the Authority / PLBs’ Conditions Precedent, the Authority shall in addition to payment of development cost in terms of sub-clause (c) above, shall return the Performance Security to the Concessionaire; provided there are no outstanding claims of the Authority on the Concessionaire. (e) Instead of terminating this Agreement as provided in this Article 2.6 , the Parties may by mutual agreement extend the time for fulfilling the Conditions Precedent. In the event of such extension in time for fulfilling Conditions Precedent, the Concession Period shall also be extended proportionately.

Non-Compliance with Conditions Precedent. (a) 4.9.1. In the event the Conditions Precedent for Concessionaire have not been satisfied within the stipulated time and or by the Authority time period extended at the sole discretion of ULB for satisfaction of the Conditions Precedent for the Concessionaire and/or the Authority/ULB has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and the Authority / PLBs or the State Government shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it;. The days for which penalty is charged shall be excluded from calculation of stipulated time. (b) 4.9.2. In the event this Agreement fails to come into effect on account of non- fulfilment fulfillment of the Concessionaire’s Concessionaire‘s Conditions Precedent, the Authority shall be entitled to forfeit and encash the Construction Performance SecuritySecurity as per the terms of this Agreement; (c) 4.9.3. In the event the Conditions Precedent for the Authority / PLBs have has not been satisfied within the stipulated time, then the Concessionaire shall have the option to either: (i) mutually extend time or by the time period extended at the sole discretion of Concessionaire for satisfaction of the Conditions Precedent for the Authority / PLBs ULB and/or the Concessionaire has not waived, fully or (ii) terminate partially, such conditions relating to the Authority/ULB, this AgreementAgreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and the Concessionaire shall not be liable in any manner whatsoever to the Authority/ULB or Persons claiming through or under it. The days for which penalty is charged shall be excluded from calculation of stipulated time. In the event of termination, the Authority shall pay to the Concessionaire, reasonable development costs, as determined through the mechanism enumerated below. In case of extension of time period for fulfilment of Conditions Precedent for PLBs beyond a period of 180 (One Hundred and Eighty) days from the Appointed Date, the Concession Period shall be proportionately extended for the same period. Parties hereby agree that for determination of the said development cost, the Authority may appoint a financial consultant for determining such development cost, whose determination shall be final, conclusive and binding. The Parties shall share the cost of such financial consultant. For the purpose of this clause the term “Development Cost” shall mean the reasonable cost (if any) incurred by the Concessionaire and as determined in terms above in relation to and limited to any physical development of the project siteSite; (d) 4.9.4. In the event this Agreement fails to come into effect on account of the non- fulfilment fulfillment of the Authority / PLBs’ Conditions Precedent, the Authority shall in addition inaddition to payment of development cost Development Cost in terms of sub-clause (c) Clause 4.9.3 above, shall return the Construction Performance Security Securities to the Concessionaire; provided there are no outstanding claims of the Authority on the Concessionaire. (e) Instead of terminating this Agreement as provided in this Article 2.6 , the Parties may by mutual agreement extend the time for fulfilling the Conditions Precedent. In the event of such extension in time for fulfilling Conditions Precedent, the Concession Period shall also be extended proportionately.

Non-Compliance with Conditions Precedent. (a) In the event the Conditions Precedent for Concessionaire have not been satisfied within the stipulated time and the Concessioning Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and the Concessioning Authority / PLBs shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it;. (b) In the event this Agreement fails to come into effect on account of non- fulfilment non fulfillment of the Concessionaire’s Conditions Precedent, the Concessioning Authority shall be entitled to forfeit and encash the Performance Security; (c) . In the event the Conditions Precedent for the Concessioning Authority / PLBs have not been satisfied within the stipulated time, then the Concessionaire shall have the option to of either: (i) mutually extend the time period for satisfaction of the Conditions Precedent for the Concessioning Authority / PLBs or (ii) terminate this Agreement. In the event of termination, in which event, the Concessioning Authority shall pay to the Concessionaire, reasonable development coststhe Development Costs, as determined through duly certified by the mechanism enumerated belowProject Engineer or Expert of PMIDC. In case of extension of time period CP-P&D for fulfilment of Conditions Precedent for PLBs Concessioning Authority beyond a period of 180 30 (One Hundred and Eightythirty) days from the Appointed Date, the Concession Period shall be proportionately extended for the same with an equivalent period. Parties hereby agree that for determination of the said development cost, the Authority may appoint a financial consultant for determining such development cost, whose determination shall be final, conclusive and binding. The Parties shall share the cost of such financial consultant. For the purpose of this clause the term “Development Cost” shall mean the reasonable cost (if any) incurred by the Concessionaire and as determined in terms above in relation to and limited to any physical development of the project site;. (dc) In the event this Agreement fails to come into effect on account of the non- fulfilment fulfillment of the Authority / PLBs’ Concessioning Authority’s Conditions Precedent, the Concessioning Authority shall in addition to payment of development cost in terms of sub-clause (c) above, shall return the Performance Security to the Concessionaire; provided there are no outstanding claims of the Concessioning Authority on the Concessionaire. (ed) Instead of terminating this Agreement as provided in this Article 2.6 Clause 3.10 C, the Parties may by mutual agreement extend the time for fulfilling the Conditions Precedent. In the event of such extension in time for fulfilling Conditions Precedent, the Concession Period shall also be extended proportionately.

Non-Compliance with Conditions Precedent. (a) In the event the Conditions Precedent for Concessionaire have not been satisfied within the stipulated time and the Authority AMC has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and the Authority / PLBs AMC shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it;. (b) In the event this Agreement fails to come into effect on account of non- non-fulfilment of the Concessionaire’s Conditions Precedent, the Authority AMC shall be entitled to forfeit and encash the Performance Security;. (c) In the event the Conditions Precedent for the Authority / PLBs AMC have not been satisfied within the stipulated time, then the Concessionaire shall have the option to of either: (i) mutually extend the time period for satisfaction of the Conditions Precedent for the Authority / PLBs AMC or (ii) terminate this Agreement. In the event of termination, the Authority in which event, AMC shall pay to the Concessionaire, reasonable development costs, as determined through the mechanism enumerated below. In case of extension of time period for fulfilment of Conditions Precedent for PLBs AMC beyond a period of 180 120 (One Hundred and Eightytwenty) days from the Appointed Date, the Concession Period shall be proportionately extended for the same period. Parties hereby agree that for determination of the said development cost, the Authority AMC may appoint a financial consultant for determining such development cost, whose determination shall be final, conclusive and binding. The Parties shall share the cost of such financial consultant. For the purpose of this clause the term “Development Cost” shall mean the reasonable cost (if any) incurred by the Concessionaire and as determined in terms above in relation to and limited to any physical development of the project site;. (d) In the event this Agreement fails to come into effect on account of the non- non-fulfilment of the Authority / PLBs’ AMC Conditions Precedent, the Authority shall in addition to payment of development cost in terms of sub-clause (c) above, AMC shall return the Performance Security to the Concessionaire; provided there are no outstanding claims of the Authority AMC on the Concessionaire. (e) Instead of terminating this Agreement as provided in this Article 2.6 2.2, the Parties may by mutual agreement shall have the option to extend the time for fulfilling the Conditions Precedent. In the event of such extension in time for fulfilling Conditions Precedent, the Concession Period shall also be extended proportionatelyPrecedent by mutual agreement.

Non-Compliance with Conditions Precedent. (a) In the event the Conditions Precedent for Concessionaire have not been satisfied within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and the Authority / PLBs shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it; (b) In the event this Agreement fails to come into effect on account of non- fulfilment of the Concessionaire’s Conditions Precedent, the Authority shall be entitled to forfeit and encash the Performance Security; (c) In the event the Conditions Precedent for the Authority / PLBs have not been satisfied within the stipulated time, then the Concessionaire shall have the option to either: (i) mutually extend the time period for satisfaction of the Conditions Precedent for the Authority / PLBs or (ii) terminate this Agreement. In the event of termination, the Authority shall pay to the Concessionaire, reasonable development costs, as determined through the mechanism enumerated below. In case of extension of time period for fulfilment of Conditions Precedent for PLBs beyond a period of 180 (One Hundred and Eighty) days from the Appointed Date, the Concession Period shall be proportionately extended for the same period. Parties hereby agree that for determination of the said development cost, the Authority may appoint a financial consultant for determining such development cost, whose determination shall be final, conclusive and binding. The Parties shall share the cost of such financial consultant. For the purpose of this clause the term “Development Cost” shall mean the reasonable cost (if any) incurred by the Concessionaire and as determined in terms above in relation to and limited to any physical development of the project site; (d) In the event this Agreement fails to come into effect on account of the non- fulfilment of the Authority / PLBs’ Conditions Precedent, the Authority shall in addition to payment of development cost in terms of sub-clause (c) above, shall return the Performance Security to the Concessionaire; provided there are no outstanding claims of the Authority on the Concessionaire. (e) Instead of terminating this Agreement as provided in this Article 2.6 2.6, the Parties may by mutual agreement extend the time for fulfilling the Conditions Precedent. In the event of such extension in time for fulfilling Conditions Precedent, the Concession Period shall also be extended proportionately.

Non-Compliance with Conditions Precedent. (a) In the event the Conditions Precedent for Concessionaire have not been satisfied within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and the Authority / PLBs shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it; (b) In the event this Agreement fails to come into effect on account of non- fulfilment of the Concessionaire’s Concessionaire‟s Conditions Precedent, the Authority shall be entitled to forfeit and encash the Performance Security; (c) In the event the Conditions Precedent for the Authority / PLBs have not been satisfied within the stipulated time, then the Concessionaire shall have the option to either: (i) mutually extend the time period for satisfaction of the Conditions Precedent for the Authority / PLBs or (ii) terminate this Agreement. In the event of termination, the Authority shall pay to the Concessionaire, reasonable development costs, as determined through the mechanism enumerated below. In case of extension of time period for fulfilment of Conditions Precedent for PLBs beyond a period of 180 (One Hundred and Eighty) days from the Appointed Date, the Concession Period shall be proportionately extended for the same period. Parties hereby agree that for determination of the said development cost, the Authority may appoint a financial consultant for determining such development cost, whose determination shall be final, conclusive and binding. The Parties shall share the cost of such financial consultant. For the purpose of this clause the term “Development Cost” shall mean the reasonable cost (if any) incurred by the Concessionaire and as determined in terms above in relation to and limited to any physical development of the project site; (d) In the event this Agreement fails to come into effect on account of the non- fulfilment of the Authority / PLBs’ PLBs‟ Conditions Precedent, the Authority shall in addition to payment of development cost in terms of sub-clause (c) above, shall return the Performance Security to the Concessionaire; provided there are no outstanding claims of the Authority on the Concessionaire. (e) Instead of terminating this Agreement as provided in this Article 2.6 2 . 6 , the Parties may by mutual agreement extend the time for fulfilling the Conditions Precedent. In the event of such extension in time for fulfilling Conditions Precedent, the Concession Period shall also be extended proportionately.

Non-Compliance with Conditions Precedent. (a) a. In the event the Conditions Precedent for Concessionaire have not been satisfied within the stipulated time and the Concessioning Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and the Concessioning Authority / PLBs shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it;. (b) b. In the event this Agreement fails to come into effect on account of non- non fulfilment of the Concessionaire’s Conditions Precedent, the Concessioning Authority shall be entitled to forfeit and encash the Performance Security;. (c) c. In the event the Conditions Precedent for the Concessioning Authority / PLBs have not been satisfied within the stipulated time, then the Concessionaire shall have the option to of either: (i) mutually extend the time period for satisfaction of the Conditions Precedent for the Concessioning Authority / PLBs or (ii) terminate this Agreement. In the event of termination, in which event, the Concessioning Authority shall pay to the Concessionaire, reasonable development coststhe Development Costs, as determined through duly certified by the mechanism enumerated belowIndependent Expert. In case of extension of time period CP-P&D for fulfilment of Conditions Precedent for PLBs Concessioning Authority beyond a period of 180 120 (One Hundred and EightyTwenty) days from the Appointed Date, the Concession Period shall be proportionately extended for the same with an equivalent period. Parties hereby agree that for determination of the said development cost, the Authority may appoint a financial consultant for determining such development cost, whose determination shall be final, conclusive and binding. The Parties shall share the cost of such financial consultant. For the purpose of this clause the term “Development Cost” shall mean the reasonable cost (if any) incurred by the Concessionaire and as determined in terms above in relation to and limited to any physical development of the project site; (d) d. In the event this Agreement fails to come into effect on account of the non- non-fulfilment of the Authority / PLBs’ Concessioning Authority’s Conditions Precedent, the Concessioning Authority shall in addition to payment of development cost in terms of sub-clause (c) above, shall return the Performance Security to the Concessionaire; provided there are no outstanding claims of the Concessioning Authority on the Concessionaire. (e) e. Instead of terminating this Agreement as provided in this Article 2.6 Clause 2.2.5 c, the Parties may by mutual agreement extend the time for fulfilling the Conditions Precedent. In the event of such extension in time for fulfilling Conditions Precedent, the Concession Period shall also be extended proportionately.Precedent ARTICLE 3‌‌‌