Common use of The Project Site Clause in Contracts

The Project Site. 22.1. As provided for in clause 6.1 TNPA, shall remain the owner of the Project Site for the duration of this Agreement. The Terminal Operator acknowledges the ownership rights of TNPA in respect of the Project Site on which the Port is constructed and shall not in any way challenge or procure that any Person challenges or assists any other Person to challenge, such ownership rights and title of TNPA. 22.2. The Terminal Operator acknowledges that it does not have and shall not have any rights of title, ownership, lien, leasehold or any other rights in respect of the Project Site, other than the rights of occupation and use as detailed in this Agreement. 22.3. The Terminal Operator shall, for the duration of this Agreement, have the right to use and occupy the Project Site, commencing on the Effective Date. 22.4. In addition to the payment of the Concession Fee in accordance with Clause 5, the Terminal Operator accepts responsibility for the payment of all municipal services and Utilities provided in respect of the Project Site, rates, Taxes, charges, levies, assessments or any equivalent taxation which may at any time be levied by a Responsible Authority upon or in connection with the Project Site, in respect of the period covered by this Agreement, other than any Taxes imposed in relation to the receipt by TNPA of the payment detailed in Clause 5.1 or in connection with the disposal of its interest in the Project Site used by the Terminal Operator or in relation to any other amounts received by or accrued to TNPA as a result of or in connection with this Agreement or the Project Site used by the Terminal Operator. All amounts payable by the Terminal Operator in terms of this Clause 22.4, shall be paid monthly within 30 (thirty) days of been issued with an invoice from TNPA. 22.5. The Terminal Operator may object to any rates valuation made by any Responsible Authority of the Project Site used by the Terminal Operator or the Project Site of which they form part. The Terminal Operator shall be liable for all costs in prosecuting any such objection and the Terminal Operator shall be entitled to any benefit accruing as a result of a successful objection. 22.6. If TNPA is obliged by the Responsible Authority to make payments referred to in Clause 22.4, as a result of which TNPA makes such payments on behalf of the Terminal Operator, TNPA shall notify the Terminal Operator in writing about such payments and following such notice the Terminal Operator shall, within 30 (thirty) Days after being called upon to do so, refund to TNPA such payments as TNPA may have made in respect of the rates, Taxes, charges, levies, assessments or equivalent Taxes levied. 22.7. TNPA shall use its reasonable endeavours to ensure that no other Port Users negatively affect the use by the Terminal Operator of the Project Site. The Terminal Operator shall not negatively affect the use of the Port by TNPA and the other Port Users, other than the Project Site and then only to the extent detailed in this Agreement. 22.8. TNPA shall have the right to enter into and inspect the Project Site and the Terminal at reasonable times and on reasonable notice so as to enable it to inspect the Project Site and the Terminal, to fulfil its obligations of maintenance in respect of the Port and to fulfil its obligations as the port authority of South Africa. 22.9. The Terminal Operator shall use the Project Site solely for the uses and purposes contemplated in this Agreement in respect of the Project. 22.10. The Terminal Operator shall be responsible for maintaining the Project Site in good condition, fair wear and tear excepted, at no cost to TNPA or any other Port User. TNPA shall maintain or shall use its reasonable endeavours to procure that other Port Users maintain the Port, other than the Project Site, in good condition, fair wear and tear excepted, at the cost of TNPA or the relevant Port User. The Parties shall meet and discuss any intended maintenance or repair activities so as to ensure that such activities are conducted in a manner that minimises any interference with the operations of the other Party. 22.11. The Terminal Operator shall not be able to transfer any of its rights in respect of the Project Site or the use thereof to any other Person without the prior written consent of TNPA, save for any transfer to the Lenders, in accordance with Clause Error! Reference source not found. (▇▇▇▇▇▇'s step-in), which shall take place in accordance with the provisions of the Direct Agreement. 22.12. The Terminal Operator shall, subject to TNPA ’s approval, provide for: 22.12.1. the clearance of the Project Site; 22.12.2. security of the Project Site; 22.12.3. any diversions to and re-routing of roads not forming part of the Project Site; and 22.12.4. the clearance, relocation and diversion of all Utilities on the Project Site, from the date the Project Site is delivered to the Terminal Operator and which are necessary for the execution of the Project. 22.13. The Terminal Operator shall, at its cost, apply for all Consents required for the clearance of the Project Site. 22.14. The Terminal Operator shall continue to be bound by and shall honour any existing agreements between TNPA and any Person, which grant access or wayleaves to the Project Site. The Terminal Operator may, however, apply to TNPA for any necessary modifications or cancellations of such agreements, such application is to be made timeously in order to avoid any delay or additional cost. To the extent that TNPA has the right to modify or cancel such agreements, it shall comply timeously with the Terminal Operator’s reasonable request to modify and/or cancel any such agreements. 22.15. TNPA shall make available to the Terminal Operator that, to the extent that it is able to do so, all of the agreements referred to in Clause 22.14.

The Project Site. 22.120.1. As provided for in clause 6.1 TNPA, shall remain the owner of the Project Site for the duration of this Agreement. The Terminal Operator acknowledges the ownership rights of TNPA in respect of the Project Site on which the Port is constructed and shall not in any way challenge or procure that any Person challenges or assists any other Person to challenge, such ownership rights and title of TNPA. 22.220.2. The Terminal Operator acknowledges that it does not have and shall not have any rights of title, ownership, lien, leasehold or any other rights in respect of the Project Site, other than the rights of occupation and use as detailed in this Agreement. The Terminal Operator also acknowledges that the Lenders do not have and shall not have any rights of title, ownership, lien, leasehold or any other rights in respect of the Project Site by virtue of providing funding to the Terminal Operator in respect of the Project. 22.320.3. The Terminal Operator shall, for the duration of this Agreement, have the right to use and occupy the Project Site, commencing on the Effective Date. 22.420.4. In addition to the payment of the Concession Fee in accordance with Clause 5terms of clause 5 (Concession Fees), the Terminal Operator accepts responsibility for the payment of all municipal services and Utilities provided in respect of the Project Site, such as rates, Taxestaxes, charges, levies, assessments or any equivalent taxation which may at any time be levied by a Responsible Authority upon or in connection with the Project Site, in respect of the period covered by this Agreement, other than any Taxes taxes imposed in relation to the receipt by TNPA of the payment detailed in Clause clause 5.1 or in connection with the disposal of its interest in the Project Site used by the Terminal Operator or in relation to any other amounts received by or accrued to TNPA as a result of or in connection with this Agreement or the Project Site used by the Terminal Operator. All amounts payable by the Terminal Operator in terms of this Clause 22.4clause 20.4, shall be paid monthly within 30 (thirty) days of been being issued with an invoice from TNPA. 22.5. The Terminal Operator may object to any rates valuation made by any Responsible Authority of the Project Site used by the Terminal Operator or the Project Site of which they form part. The Terminal Operator shall be liable for all costs in prosecuting any such objection and the Terminal Operator shall be entitled to any benefit accruing as a result of a successful objection. 22.620.5. If TNPA is obliged by the Responsible Authority to make payments referred to in Clause 22.4clause 20.4, as a result of which TNPA makes such payments on behalf of the Terminal Operator, TNPA shall notify the Terminal Operator in writing about such payments and following such notice notice, the Terminal Operator shall, within 30 (thirty) Days after being called upon to do so, refund to TNPA such payments as TNPA may have made in respect of the rates, Taxes, charges, levies, assessments or equivalent Taxes levied. 22.720.6. TNPA shall use its reasonable endeavours to ensure that no other Port Users negatively affect the use by the Terminal Operator of the Project Site. The Terminal Operator shall not negatively affect the use of the Port by TNPA and the other Port Users, other than the Project Site and then only to the extent detailed in this Agreement. 22.820.7. TNPA shall have the right to enter into and inspect the Project Site and the Terminal at reasonable times and on reasonable notice so as to enable it to inspect the Project Site and the Terminal, to fulfil its obligations of maintenance and oversight in respect of the Port and to fulfil its obligations as the port ports authority of South Africa. 22.920.8. The Terminal Operator shall use the Project Site solely for the uses and purposes contemplated in this Agreement in respect of the Project. 22.1020.9. The Terminal Operator shall be responsible for maintaining the Project Site in good condition, fair wear and tear excepted, at no cost to TNPA or any other Port User. TNPA shall maintain or shall use its reasonable endeavours to procure that other Port Users maintain the Port, other than the Project Site, in good condition, fair wear and tear excepted, at the cost of TNPA or the relevant Port User. The Parties shall meet and discuss any intended maintenance or repair activities so as to ensure that such activities are conducted in a manner that minimises any interference with the operations of the other Party. 22.1120.10. The Terminal Operator shall not be able to transfer any of its rights in respect of the Project Site or the use thereof to any other Person without the prior written consent of TNPA, save for any transfer to the Lenders, in accordance with Clause Error! Reference source not found. (▇▇▇▇▇▇'s step-in), which shall take place in accordance with the provisions of the Direct Agreement. 22.1220.11. The Terminal Operator shall, subject to TNPA ’s approval, provide for: 22.12.120.11.1. the clearance of the Project Site; 22.12.2. security of the Project Site; 22.12.320.11.2. any diversions to and re-routing of roads not forming part of the Project Site; and 22.12.420.11.3. the clearance, relocation and diversion of all Utilities on the Project Site, from the date the Project Site is delivered to the Terminal Operator and which are necessary for the execution of the Project. 22.1320.12. The Terminal Operator shall, at its cost, apply for all Consents required for the clearance of the Project Site. 22.1420.13. The Terminal Operator shall continue to be bound by and shall honour any existing agreements between TNPA and any Person, which grant grants access or wayleaves to the Project Site. The Terminal Operator may, however, apply to TNPA for any necessary modifications or cancellations of such agreements, such application is to be made timeously in order to avoid any delay or additional cost. To the extent that TNPA has the right to modify or cancel such agreements, it shall comply timeously with the Terminal Operator’s reasonable request to modify and/or cancel any such agreements. 22.1520.14. TNPA shall make available to the Terminal Operator that, to the extent that it is able to do so, all of the agreements referred to in Clause 22.14clause 20.13.