Representations and Warranties of the Lessor. The Lessor represents and warrants (which representations and warranties shall survive the execution and delivery of this Amendment) to each of the Lessee, Purchasers and Indenture Trustee that: (a) This Amendment has been duly authorized, executed and delivered by the Lessor and constitutes the legal, valid and binding obligation, contract and agreement of the Lessor enforceable against the Lessor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws limiting creditors' rights generally. (b) Each of the Indenture, the Master Lease and the Participation Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Lessor enforceable against the Lessor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws limiting creditors' rights generally. (c) The execution, delivery and performance by the Lessor of this Amendment: (i) is within the corporate powers of the Lessor, (ii) has been duly authorized by all requisite corporate action and, if required, shareholder action on the part of the Lessor, (iii) does not require the consent or approval of, registration or filing with or notice to any governmental or regulatory body or agency or any other Person (other than filing of certain collateral documents all of which filings have been duly made), and (iv) will not (A) violate (1) any provision of law, statute, rule or regulation or its articles of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Lessor, or (3) any provision of any indenture, agreement or other instrument to which the Lessor is a party or by which its properties or assets are or may be bound, (B) result in the imposition of any lien, charge, security interest or encumbrance upon any property of the Lessor under any indenture, agreement or other instrument referred to in clause (iv)(A)(3) of this Section 9(c), or (C) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iv)(A)(3) of this Section 9(c). (d) All conditions set forth in Section 10 hereof have been satisfied in full (provided that no representation or warranty is made as to any Purchaser's acceptance or satisfaction with any matter). (e) As of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing. (f) All the representations and warranties contained in Section 8.3 of the Participation Agreement are true and complete with the same force and effect as if made by the Lessor on and as of the date hereof.
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Representations and Warranties of the Lessor. a. The Lessor represents is the owner/khatedar and warrants (which representations in vacant, peaceful and warranties shall survive the execution and delivery of this Amendment) to each physical possession of the Land;
b. The Land is free from encumbrances, mortgages, charges, injunction, court orders, decrees, legal flaws, claims, demands, dues, notices, family disputes, minor interest, acquisition, any previous sale, agreement etc. and Lessor is fully competent and authorized to lease the Land to the Lessee. Further, Purchasers and Indenture Trustee that:
(a) This Amendment has been duly authorized, executed and delivered by the Lessor and constitutes the legal, valid and binding obligation, contract and agreement of the Lessor enforceable against the Lessor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws limiting creditors' rights generally.
(b) Each of the Indenture, the Master Lease and the Participation Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Lessor enforceable against the Lessor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws limiting creditors' rights generally.
(c) The execution, delivery and performance by the Lessor of this Amendment: (i) is within the corporate powers Lessor has not received any written notification of any dispute or encumbrance in respect of the LessorLand, (ii) the Land does not include any habitations or homes where person reside permanently or temporanly (iii) the Lessor has been duly authorized by not created any third party right or interest of any nature whatsoever in the Land (iv) the Lessor has unhindered right and entitlement to lease Land to the Lessee on the terms and conditions contained herein. During the Lease Term, the Lessor shall not grant any mortgage, pledge or other form of encumbrance over the Land in favour of any third party.
c. The Lessor has till date cleared all requisite corporate action anddues pertaining to ground rent or any other taxes, levies or statutory dues payable under applicable law in respect to the Land to the government authority;
d. The Lessor shall have no objection in Lessee having exclusive right to use irrigation facilities, if requiredany, shareholder action including bore well/ tube presently available on the part Land, in addition to the right of installing and maintaining any water generating resource;
e. The Lessor shall have no objection in lessee having exclusive, peaceful and quit possession and use of the Land during the Lease Term and any renewed term thereof;
f. The usage of the Land will, throughout the Lease term (and any renewed term), be classified as ‘’non-agricultural’’ and its shall be suitable for use by the Lessee for the Project; and shall always comply with all relevant laws and regulations including, but not limited to usage, environmental laws and regulations or this Lease);
g. The Lessor Shall extend all support and ensure presence in obtaining and maintaining during the lease Term, including its extensions (in any), all applicable permits, legal documents, government approvals and all other permissions related to the Land However, all the costs and expenses in this respect shall be borne by the Lessee without claiming any monetary reimbursements from the Lessor;
h. The Lessor acknowledge that ▇▇▇▇▇▇ would require the tax receipts and other incidental documents like title deeds, revenue records, etc; Pertaining to the Land for compliances under applicable law and lessor undertakes to provide in timely manner to the Lessee;
i. The Lessee will have, at all times, unobstructed and unconditional use of and access to the roads leading to the Land and Lessor will ensure and will not interrupt, modify or suspend the said right. It shall be unconditional obligation of the Lessor to ensure and settle any dispute regarding right of way, if raised by any third party whereby restricting the rights of the Lessor; If at any point of time during the Lease Term, the Lessor receives any communication (iiiwritten or otherwise) does not require which disputes the consent or approval of, registration or filing with or notice to any governmental or regulatory body or agency or any other Person (other than filing of certain collateral documents all of which filings have been duly made), and (iv) will not (A) violate (1) any provision of law, statute, rule or regulation or its articles of incorporation or bylaws, (2) any order use of any court portion of the Land, the Lessor shall immediately notify the Lessee at the addresses mentioned at clause 16.
j. The Lessor acknowledges and undertakes that he/she will comply with all statutory/ legislative and or governmental obligations;
k. The Lessor represents that the Land has neither received any rulenotice for land acquisition nor the same is threatened or perceived;
l. It is clarified that at any point during the Lease Term if the Lessor or ▇▇▇▇▇▇ receives any notice from a legal authority due to which the Lessee is unable to continue its operation on the Land, regulation or order then the loss incurred by the Lessee should be borne by the Lessor;
m. It is agreed between the Parties that the Lessee shall have rights to get recorded its leasehold rights in the revenue records on the basis of any other agency or government binding upon this Lease Deed and in case, if required by the financing parties, entry regarding the mortgage of leasehold rights shall also be recorded in the revenue records by the Lessee itself on the basis of this Lease Deed. However, it is clarified herein that after completion of the tenure of this ▇▇▇▇▇ ▇▇▇▇, the Lessee shall be responsible to handover the Land free of encumbrances to the Lessor, or (3) any provision of any indenture, agreement or other instrument to which in accordance with the Lessor is a party or by which its properties or assets are or may be bound, (B) result in the imposition of any lien, charge, security interest or encumbrance upon any property of the Lessor under any indenture, agreement or other instrument referred to procedure as mentioned in clause (iv)(A)(3) 12
n. The Lessor hereby further undertakes to extend all necessary support and cooperation including but not limited to signing of affidavit, undertakings, applications and personal presence wherever required by the Lessee for the purpose of establishment of Project including conversion of land. All the cost and expenses in this Section 9(c), or (C) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iv)(A)(3) of this Section 9(c)regard shall be borne by the Lessee.
(d) All conditions set forth in Section 10 hereof have o. The Iease Rent, its adequacy, duration and mode of payment has been satisfied in full (provided negotiated and accepted by the Lessee and it is undertaken that no representation or warranty is made as to they shall not raise any Purchaser's acceptance or satisfaction with any matter).
(e) As of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing.
(f) All the representations and warranties contained in Section 8.3 of the Participation Agreement are true and complete with dispute/issue regarding the same force and effect as if made by before any authority/third party/Lessor during the Lessor on and as of the date hereofentire Lease Term.
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Sources: Lease Deed