Establishing Diagnostic Services in Block Primary Health Centres ...

ARTICLE 6REPRESENTATIONS AND WARRANTIES, DISCLAIMER6.1 Representations and Warranties of the ConcessionaireThe Concessionaire represents and warrants to DHFWS that:(a) it is duly organised, validly existing and in good standing under the laws of India;(b) it has full power and authority to execute, deliver and perform its obligations underthis Agreement and to carry out the transactions contemplated hereby;(c) it has taken all necessary corporate and other action under Applicable Laws and itsconstitutional documents to authorize the execution, delivery and performance ofthis Agreement;(d) it has the financial standing and capacity to undertake the Project;(e) this Agreement constitutes its legal, valid and binding obligation enforceable againstit in accordance with the terms hereof;(f) it is subject to civil and commercial laws of India with respect to this Agreement andit hereby expressly and irrevocably waives any immunity in any jurisdiction in respectthereof;(g) the execution, delivery and performance of this Agreement will not conflict with,result in the breach of, constitute a default under or accelerate performance requiredby any of the terms of the Concessionaire's Memorandum and Articles ofAssociation or any Applicable Laws or any covenant, agreement, understanding,decree or order to which it is a party or by which it or any of its properties or assetsare bound or affected;(h) there are no actions, suits, proceedings or investigations pending or to theConcessionaire's knowledge threatened against it at law or in equity before anycourt or before any other judicial, quasi judicial or other authority, the outcome ofwhich may in the aggregate may result in Material Adverse Effect;(i) it has no knowledge of any violation or default with respect to any order, writ,injunction or any decree of any court or any legally binding order of any GovernmentAgency which may result in Material Adverse Effect;(j) it has complied with all Applicable Laws and has not been subject to any fines,penalties, injunctive relief or any other civil or criminal liabilities which in theaggregate have or may have Material Adverse Effect;(k) no representation or warranty by the Concessionaire contained herein or in anyother document furnished by it to DHFWS or to any Government Agency in relationto Clearances contains or will contain any untrue statement of material fact or omitsor will omit to state a material fact necessary to make such representation orwarranty not misleading; and(l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or onbehalf of the Concessionaire to any Person to procure the Concession.Dignostics Schemes-Feb 2010 (1 in all).doc 32 / 51