draft concession contract - PPP in Infrastructure Resource Center

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23.1.4 The Concessionaire is not prevented or restrained legally, commercially or otherwisefrom entering into and undertaking the provisions of this Concession Contract inaccordance with its terms.23.1.5 The Concessionaire has fully familiarised itself with all aspects of the Project andhas all the knowledge, experience, ability (particularly financial ability) to carry outthe Project in accordance with the terms of this Concession Contract and all relevantlaws and regulations.23.1.6 The Concessionaire has reviewed and checked as an expert the Site and itssurroundings, and the physical condition of the Site and its surroundings and is fullyfamiliar with the terms of all relevant laws and regulations including without limitationall laws and regulations relating to the Highways and toll roads and its rights andobligations thereunder and hereunder, and pursuant to such review theConcessionaire finds the Site suitable for the fulfilment of its obligations andundertakings under this Concession Contract, including without limitation, thecompletion of the design and construction of the Highway, the Associated Facilitiesand the Project. The Concessionaire further acknowledges its willingness to enterinto this Concession Contract with full awareness of, among other things, the rightsand obligations derived from the physical and legal status of the Site and theHighway, the provisions of this Concession Contract and its ability to fulfil all of itsobligations under this Concession Contract adequately and in a timely manner.23.1.7 The Concessionaire has conducted a full inquiry and has satisfied itself, andaccordingly accepts responsibility for the fact that the execution of the Project or anypart thereof shall not involve any infringement of any patent or trade secret or knowhow or copyright belonging to any third party.23.1.8 The Concessionaire has evaluated all factors that may reasonably be deemed toaffect the carrying out of its obligations under this Concession Contract, includinggeological conditions, technical risks, traffic risks, and any other risk involved herein,and such other conditions that may reasonably be deemed to affect the progress orcompletion of the Project in accordance with the terms of this Concession Contract.23.1.9 All representations, warranties, information and data of the Concessionairecontained in any written statement (including financial statements), certificate,exhibit or schedule or any other document delivered pursuant to the pre-qualificationquestionnaire, Invitation to Tender, or in connection with this Concession Contract,shall be true and correct in all material respects as of the date hereof .23.2 Representations and Warranties of the Implementing AuthorityThe Implementing Authority hereby represents and warrants to the Concessionaireas follows:23.2.1 In executing this Concession Contract for the purposes of accepting the benefitshereof and the granting of the Concession Rights, is acting for and on behalf of theImplementing Authority and in accordance with law.77PPP in Infrastructure Resource Center for Contracts, Laws and Regulations (PPPIRC)Reviewed: Robert Phillips, LEGPShttp://www.worldbank.org/ppp February 2007
23.2.2 The Implementing Authority is duly established under the law of the State and thisConcession Contract is legally valid and binding upon the Implementing Authorityand enforceable in accordance with its terms.24. EFFECTIVENESS24.1 Effectiveness Prior to Effective DateDuring the period between the signature of this Concession Contract and theEffective Date the provisions of this Concession Contract shall be in full force andeffect, save where otherwise mentioned by the said provisions or required by thecontext.24.2 Resolutive Conditions24.2.1 The following shall be satisfied after signature hereof:(a)(b)(c)(d)(e)(f)(g)(h)[signature by the Concessionaire and the Contractor of the InitialConstruction Works Contract in the form approved by the ImplementingAuthority;][signature by the Concessionaire and the relevant O&M Contractors of theInitial Operation and Maintenance Contract in the form approved by theImplementing Authority;]execution by the parties thereto (other than the Implementing Authority) ofthe other Associated Agreements specified in Annexure XXIII hereto, in eachcase in a form satisfactory to the Implementing Authority;submission to the Implementing Authority of details of the management andorganisation structure of the Concessionaire, satisfactory to theImplementing Authority;issuance of a legal opinion by a practising attorney addressed to theImplementing Authority in a form satisfactory to the Implementing Authority,affirming compliance by the Concessionaire of the matters set forth inAnnexure XXII;delivery by the Concessionaire of an Operation and Maintenance Bond in theform of Annexure IX;achievement of Financial Closing (other than any condition precedentrelating to the unconditionality of this Concession Contract or any othercondition precedent of a continuing nature, the satisfaction of which can onlybe determined on the date of first drawdown under the Loan Agreements);if the Contractor or any O&M Contractor is a joint venture (or consortium),the delivery by such entity(ies) of two notarially certified copies of the jointventure (or consortium) agreement to the Implementing Authority and theIndependent Engineer;78PPP in Infrastructure Resource Center for Contracts, Laws and Regulations (PPPIRC)Reviewed: Robert Phillips, LEGPShttp://www.worldbank.org/ppp February 2007
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This document has been prepared for
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23. REPRESENTATIONS AND WARRANTIES
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1.4 If any definition in this Claus
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accountants of the [host country] a
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"Generally Accepted Accounting Prac
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specified in Annexure XXIII and as
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(b)(c)(d)(e)(f)the date for any pay
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"Target lRR" means the rate of retu
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2.5.2 The Concessionaire will be re
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3.8 Limitation on Financial Indebte
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Associated Agreements at their cost
Page 23 and 24:
kind whatsoever, free of any liabil
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3.17 Highway Usage FeeThe Concessio
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6. INDEPENDENT ENGINEER6.1 Appointm
Page 29 and 30: determination or instruction, refer
Page 31 and 32: increasing its costs, to undertake
Page 33 and 34: (b)(c)rectifying any pollution, con
Page 35 and 36: 11.9.2 (b), (c) and (d) in the even
Page 37 and 38: (d)any change to the Detailed Desig
Page 39 and 40: 8.6 Information Relating to the Con
Page 41 and 42: 10. TOLLSbeen issued and the releva
Page 43 and 44: (iii)conforms with the protocols ap
Page 45 and 46: 11.6 Operation and Maintenance Bond
Page 47 and 48: (iv)if the Concessionaire fails to
Page 49 and 50: 12. DEVELOPMENTS12.1 The Concession
Page 51 and 52: 14. LIABILITY WITH RESPECT TO USERS
Page 53 and 54: XVIII, all relevant Contractors, O&
Page 55 and 56: 16.2 Right of InspectionThe Concess
Page 57 and 58: (d)any matter which might influence
Page 59 and 60: 10 (ten) Business Day consultation
Page 61 and 62: (b)(c)includes, but is not limited
Page 63 and 64: (iii)the losses and/or damages suff
Page 65 and 66: (b)if termination is effected after
Page 67 and 68: (a)(b)the Expected Equity Value at
Page 69 and 70: (a)(b)the date which is 7 (seven) B
Page 71 and 72: 20.1.1 this Concession Contract or
Page 73 and 74: the Lenders shall have the right to
Page 75 and 76: a conflict between the UNCITRAL Arb
Page 77 and 78: 22.4 Variations in WritingAll addit
Page 79: contained therein and amended to in
Page 83 and 84: aforesaid, then this Concession Con
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draft concession contract - PPP in Infrastructure Resource Center

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