4. power purchase agreement(ppa) - BPDB

Power Purchase Agreement-Fenchuganj
(c)
(d)
This Agreement is a valid and binding obligation of the Company.
There is no pending or, to the best of the Company’s knowledge, threatened action or
proceeding against the Company 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 Agreement, or any material part hereof.
5.4 BPDB Representations and Warranties
BPDB hereby represents and warrants that:
(a)
BPDB is a public utility duly established under the laws of Bangladesh and:
(i)
(ii)
(iii)
has all requisite corporate power and authority to execute and deliver and
perform its obligations under this Agreement;
has complied with all requirements under the Laws of Bangladesh in relation to
its execution and delivery of this Agreement; and
has all material permits, licences and approvals required by any Government
Authority to conduct its business, to own its properties, and to execute, deliver,
and, to the extent obtainable at the present time, perform its obligations under
this Agreement.
(b)
The execution, delivery and performance by BPDB of this Agreement have been duly
authorised by all necessary BPDB or GOB action, and do not and will not:
(i)
(ii)
require any consent or approval of BPDB’s board of members, officers, or
officials other than those which have been obtained (evidence of which shall be,
if it has not been, delivered to the Company upon its request); and
to the best of its knowledge, violate or breach any provisions of, or constitute a
default under BPDB’s charter or bylaws, 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,
judgement, injunction, decree, determination, or award presently in effect having
applicability to BPDB.
(c)
(d)
This Agreement is a valid and binding obligation of BPDB.
There is no pending or, to the best of BPDB’s knowledge, threatened action or
proceeding against BPDB before any court, Government Authority, or arbitrator that
could reasonably be expected to affect materially and adversely the ability of BPDB to
perform its obligations hereunder, or which could reasonably be expected to affect the
legality, validity or enforceability of this Agreement or any material part hereof.
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