TaxTMI 
TaxTMI 
2022 (3) TMI 1430
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....he 'Adjudicating Authority' (National Company Law Tribunal, Mumbai Bench) in I.A. No. 1511 of 2021 in C.P. (IB) No. 219 of 2019. 2. The Appellant, Mr. Santanu T Ray, Resolution Professional (in short 'RP') is aggrieved by the direction of the Adjudicating Authority (National Company Law Tribunal, Mumbai Bench) directing him, the Committee of Creditors (in short 'CoC') (R-2) and the Resolution Applicant (R-3) to include additional, belated and unverified claim of Rs. 3,14,81,158/- of (R-1) in the Resolution Plan of the Corporate Debtor (in short 'CD'). The Resolution Plan of the CD has been approved by 98.85% of the Members of the CoC. 3. The 'Corporate Insolvency Resolution Process' (in short 'CIRP') of the CD (Zicom SAAS Private Limited) was initiated vide Adjudicating Authority order dated 18.03.2020 and the Appellant is the RP of the CD duly confirmed by the Members of the CoC. 4. The RP made the public announcement on 13.08.2020. The creditors of the CD were asked to submit their claims with proof on or before 25.08.2020. Even 90 days time period for filing of claim as stipulated in CIRP Regulations expired on 09.11.2020,....
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....e counsel for the Appellant that the Adjudicating Authority heard the same I.A on 28.07.2021 and reserved the matter for orders and the order was pronounced on 02.09.2021 and the order was uploaded on the website of NCLT on 20.09.2021 and hence the Appellant received the said order on 20.09.2021. The Appellant has accordingly filed the present Appeal on 20.10.2021. 6. The Adjudicating Authority has referred to the Master Lease Agreement dated 14.05.2015 whereby certain security systems and related assets manufactured by 'Honeywell' were leased to the Corporate Debtor in CIRP/Appellant in the Appeal (Respondent before the Adjudicating Authority) for monthly lease rental. The Adjudicating Authority has divided the claim of the R1 (in Appeal) of Rs. 11.79 Crores into two parts Rs. 8.65 Crores approx as arrears as on Insolvency Commencement Date of which (Rs. 95.15 Lacs has already been admitted by the RP) and Rs. 3,14,81,158/- towards the charges incurred during the CIRP period for running the business of the Corporate Debtor as an ongoing concern. The Adjudicating Authority has allowed the amount of Rs. 3,14,81,158/- as claimed by the Respondent No. 1 to be included in the....
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....ween the CD and Respondent No. 1, 23 lease summary schedules were executed (appearing at Annexure 1 Pg. No. 7 of the submissions made by the Appellant vide diary no. 32064 dated 10.12.2021). They also stated that the first lease commenced on 10.06.2015 and last rental date was 09.06.2017 and end of life equipment was 08.06.2020, last bill month 30.06.2017 and similarly the serial no. 23 rental start date is 01.06.2016 and last rental date is 30.06.2020 with end of life of equipment is 30.06.2021 and the last bill month is 31.05.2020. (ii) It was also pointed out by the Ld. Counsel for the Appellant/RP that schedule 1 clearly sets out the last rental date in terms of the contractual arrangement between the parties and in most of the cases the last rental date is of 2017, 2018 and 2019. Accordingly, defined life of equipment is also stated in the last column of the annexure at pg. 7 of the above document. The Counsel for the Appellant has stated that how the lesser can make the claim beyond the life of the equipment as agreed between the parties. How even billing can be done beyond the life of the equipment. (iii) It was also stated by the Ld. Counsel for the Appell....
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....ls to submit claim with proof within the time stipulated in the public announcement, may submit the claim with proof to the interim resolution professional or the resolution professional, as the case may be, on or before the ninetieth day of the insolvency commencement date." (vii) The Regulation 12(2) contemplates a scenario where claim is not filed within the time stipulated in the public announcement. It is in this scenario this regulation permits filing of the claim on or before 90th day of insolvency commencement date. Prior to amendment, the extended term to file claim was till the approval or resolution plan by the committee of creditors. The said time limit was curtailed and restricted to 90 days from the insolvency commencement date, vide the said amendment of 2018. Therefore, regulation fixes the outer limit for filing of the claim if it is filed after delay. This in fact curtails the power to further condone the delay or to further extend the time. If the delay in the present case is condoned then the same will nullify the amendment made to Regulation 12(2). (viii) Although the Adjudicating Authority took note of the judgment of the Hon'ble Appellat....
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....idered by the Committee of Creditors for approval and the final approval of the Resolution Plan is provided by the Adjudicating Authority under Section 31 of the IBC. It is quite logical to say that these actions have to be taken Company Appeal (AT) (Ins) No. 583 of 2020 Page 12 of 17 with alacrity so that the successful Resolution Applicant, if any, can take the reins of the management of the Corporate Debtor in good time for its proper management and consequent revival..... ..... 15. Thus, it is clear that much water had flown under the bridge from the date of issue of public notice (on 02.11.2018) and the extended time period of ninety days as provided under Regulation 12(2) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and the Resolution Plan as approved by the COC was submitted to the Adjudicating Authority for necessary approval under Section 30. Any interruption in the CIR Process at this stage by including a delayed claim/s would have meant setting the clock back and sending matter back to COC & RP. It cannot be ruled out that if the claim of the Operational Creditor State Tax Department, Gov....
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.... to any contingency or other reason, the interim resolution professional or the resolution professional, as the case may be, shall make the best estimate of the amount of the claim based on the information available with him. (2) The interim resolution professional or the resolution professional, as the case may be, shall revise the amounts of claims admitted, including the estimates of claims made under sub-regulation (1), as soon as may be practicable, when he comes across additional information warranting such revision." (x) It was also pointed out by the Appellant that the Hon'ble Supreme Court Judgment in the case of Ghanashyam Mishra and Sons Pvt. Ltd. Through the Authorized Signatory Vs. Edelweiss Asset Reconstruction Company Limited through the Director & Ors. Civil Appeal No. 8129 of 2019 which has no Application in the present case and the Judgment specifically deals with the issue that the claims which were not part of the CIRP cannot be recovered at a belated stage. It has also not decided the issue of condonation of delay, as it was not even the issue before the Hon'ble Apex Court. The judgment only deals with the issue in respect of the claim....
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....whose plan has been approved by the CoC with 98.85% voting rights on 11th June, 2021. The company is in the business of sharing distribution of consumer goods and is a tier one partner for 'Hindustan Unilever Limited' for distribution of their product. It was also stated by the R3 that the Adjudicating Authority has violated the principle of natural justice as it has not been heard whereas its stake is high in the present case. They have also stated that the annexure attached to the claim form of R1 in IA No. 1511 of 2021 as stated above in which the Adjudicating Authority has passed the order was without annexure of the claim. The claim is not falling within the definition of Insolvency Resolution Process cost as provided under Section 5(13)(e) r/w related regulations. It has also alleged that Corporate Debtor was not paying the alleged rent prior to CIRP commencement and if the Master Lease Agreement has expired, Moratorium does not prohibit to repossess the goods in terms of the Clause 17 of the Master Lease Agreement. The claim of the R1 is purely in the nature of damages/compensation which first necessarily requires adjudication before allowing a single penny out of th....
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....e same. The R1 has also accepted that originally it was filed a claim of Rs. 1.05 Crore plus which was raised to Rs. 11.79 Crore as on 11th August, 2020. The R1's claim of the later stages includes the claim for pre- CIRP lease rental and post - CIRP lease rental. It is also stated by the Ld. counsel for the R1 that the CIRP costs are dynamic and can never be fixed or static as their costs incurred to the CD as a going concern. They have also stated that these lease goods/services are required to keep the business of the CD as a going concern during CIRP period and have cited Section 5(13), Section 14(2) & 2(a), Section 20, Section 25, Section 30(2) of the I& B Code and also referred to Regulation 31 & 32 of the related CIRP regulations to supplement their stand that the order passed by the Adjudicating Authority is in order. They have also cited the judgment of this Tribunal of M V Projects Vs. Divya Jyoti Sponge Iron Pvt. Ltd. & Ors holding that if a supplier has supplied the goods during the period of the CIRP to keep the company as a going concern, "It was the duty of the RP to include such cost towards Resolution Process Cost for payment in favour of Appellant for non-incl....
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.... section 14(1)(d); (c) expenses incurred on or by the interim resolution professional to the extent ratified under Regulation 33; (d) expenses incurred on or by the resolution professional fixed under Regulation 34; and (e) other costs directly relating to the corporate insolvency resolution process and approved by the committee." 20. As per Regulation 31 Insolvency Resolution Process costs under Section 5(13) (e) mean defined in clause (a) to (e). for the present case, Regulation 31 (b) is relevant which provides that amounts due to a person whose rights are prejudicially affected on account of the moratorium imposed under Section 14(1) (d). Due to moratorium period the lessor could not recover the possession of the property from the Corporate Debtor. Thus, the right of lessor to recover rent are affected on account of moratorium. Therefore, the lessor is entitled to recover the rent and which shall include in CIRP costs. 21. Thus, we find no substance in the argument that the rent cannot be included in the CIRP costs." • M V Projects Vs. Divya Jyoti Sponge Iron Pvt. Ltd. &Ors., NCLAT CA(AT) (Ins) No. 481 of 2018 held at pa....
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....#39;insolvency resolution process cost' to include the fees of other professionals appointed by the RP. Whether any work has been done as claimed and if so, the nature of the work done by the valuer is something which need not detain this Court, since it is purely a factual matter to be assessed by the Adjudicating Authority. 20. The NCLT in its order dated 29 June 2020, while dismissing the application of the appellant for the payment of fees, observed that the Insolvency and Bankruptcy Board of India ("IBBI") is the competent authority to deal with allegations against the RP relating to their failure to discharge statutory duties (para 8). Section 217 of the IBC empowers a person aggrieved by the functioning of an RP to file a complaint to the IBBI. If the IBBI believes on the receipt of the complaint that any RP has contravened the provisions of IBC, or the rules, regulations or directions issued by the IBBI, it can, under Section 218 of the IBC, direct an inspection or investigation. Under Section 220 of the IBC, IBBI can constitute a disciplinary committee to consider the report submitted by the investigating authority. If the disciplinary committee is satisfied t....
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....ormation relating to the assets, finances and operations of the corporate debtor for determining the financial position of the corporate debtor, including information relating to- (i) business operations for the previous two years; (ii) financial and operational payments for the previous two years; (iii) list of assets and liabilities as on the initiation date; and (iv) such other matters as may be specified; (b) receive and collate all the claims submitted by creditors to him, pursuant to the public announcement made under Sections 13 and 15; (c) constitute a committee of creditors; (d) monitor the assets of the corporate debtor and manage its operations until a resolution professional is appointed by the committee of creditors; (e) file information collected with the information utility, if necessary; and (f) take control and custody of any asset over which the corporate debtor has ownership rights as recorded in the balance sheet of the corporate debtor, or with information utility or the depository of securities or any other registry that records the ownership of assets including- (i) asse....
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.....-(1) The interim resolution professional or the resolution professional, as the case may be, shall verify every claim, as on the insolvency commencement date, within seven days from the last date of the receipt of the claims, and thereupon maintain a list of creditors containing names of creditors along with the amount claimed by them, the amount of their claims admitted and the security interest, if any, in respect of such claims, and update it. (2) The list of creditors shall be- (a) available for inspection by the persons who submitted proofs of claim; (b) available for inspection by members, partners, directors and guarantors of the corporate debtor; (c) displayed on the website, if any, of the corporate debtor; (d) filed with the Adjudicating Authority; and (e) presented at the first meeting of the committee. 14. Determination of amount of claim.-(1) Where the amount claimed by a creditor is not precise due to any contingency or other reason, the interim resolution professional or the resolution professional, as the case may be, shall make the best estimate of the amount of the claim based on the information avail....
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.... Sons Pvt. Ltd. Vs. Edelweiss Asset Reconstruction Company Limited (2021) 9 SCC 657 held at para 93: "93. As discussed hereinabove, one of the principal objects of I&B Code is, providing for revival of the Corporate Debtor and to make it a going concern. I&B Code is a complete Code in itself. Upon admission of petition under Section 7, there are various important duties and functions entrusted to RP and CoC. RP is required to issue a publication inviting claims from all the stakeholders. He is required to collate the said information and submit necessary details in the information memorandum. The resolution applicants submit their plans on the basis of the details provided in the information memorandum. The resolution plans undergo deep scrutiny by RP as well as CoC. In the negotiations that may be held between CoC and the resolution applicant, various modifications may be made so as to ensure, that while paying part of the dues of financial creditors as well as operational creditors and other stakeholders, the Corporate Debtor is revived and is made an ongoing concern. After CoC approves the plan, the Adjudicating Authority is required to arrive at a subjective satisfacti....
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....ill be governed by inter - se agreements. Here the Adjudicating Authority has not gone into the issue of ownership of the property, he has restricted its role as provided in Section 14 of the 'Code' vide Section 14(1)(d) including its explanations. It is also undisputed fact that the Corporate Debtor (In CIRP) is holding the development right and the Development Agreement dated 16.06.2008 has not been terminated before the commencement of CIRP. In all such situations Section 14 of the 'Code' is applicable till it reaches the stage of approval of Resolution Plan or Liquidation. However, the RP is to appropriately disclose the status of the Property' in the Information Memorandum and other documents as required in the IBBI (Insolvency Resolution for Corporate Persons) Regulations, 2016. • Gujarat Urja Vikas Nigam Limited Vs. Amit gupta & Ors. in Civil Appeal No. 9241 of 2019 held at para 69 to 72: "69. The institutional framework under the IBC contemplated the establishment of a single forum to deal with matters of insolvency, which were distributed earlier across multiple fora. In the absence of a court exercising exclusive jurisdiction over....
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....nt of the entity, with recommendations from the creditors committee. All material actions and events during the process are recorded at the adjudicating authority. The adjudicating authority can assess and penalise frivolous applications. The adjudicator hears allegations of violations and fraud while the process is on. The adjudicating authority will adjudicate on fraud, particularly during the process resolving bankruptcy. Appeals/actions against the behaviour of the insolvency professional are directed to the Regulator/Adjudicator." As such, it is important to remember that the NCLT's jurisdiction shall always be circumscribed by the supervisory role envisaged for it under the IBC, which sought to make the process driven by trained resolution professionals. 71. In the present case, the PPA was terminated solely on the ground of insolvency, since the event of default contemplated under Article 9.2.1(e) was the commencement of insolvency proceedings against the Corporate Debtor. In the absence of the insolvency of the Corporate Debtor, there would be no ground to terminate the PPA. The termination is not on a ground independent of the insolvency. The present ....
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....nsolvency resolution. But a decision taken by the government or a statutory authority in relation to a matter which is in the realm of public law, cannot, by any stretch of imagination, be brought within the fold of the phrase "arising out of or in relation to the insolvency resolution" appearing in Clause (c) of Sub-section (5). Let us take for instance a case where a corporate debtor had suffered an order at the hands of the Income Tax Appellate Tribunal, at the time of initiation of CIRP. If Section 60(5)(c) of IBC is interpreted to include all questions of law or facts under the sky, an Interim Resolution Professional/Resolution Professional will then claim a right to challenge the order of the Income Tax Appellate Tribunal before the NCLT, instead of moving a statutory appeal under Section 260A of the Income Tax Act, 1961. Therefore the jurisdiction of the NCLT delineated in Section 60(5) cannot be stretched so far as to bring absurd results. (It will be a different matter, if proceedings under statutes like Income Tax Act had attained finality, fastening a liability upon the corporate debtor, since, in such cases, the dues payable to the Government would come within the meani....
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....rty by an owner or lessor where such property is occupied by or in the possession of the corporate debtor. Explanation.--For the purposes of this sub-Section, it is hereby clarified that notwithstanding anything contained in any other law for the time being in force, a license, permit, registration, quota, concession, clearances or a similar grant or right given by the Central Government, State Government, local authority, sectoral regulator or any other authority constituted under any other law for the time being in force, shall not be suspended or terminated on the grounds of insolvency, subject to the condition that there is no default in payment of current dues arising for the use or continuation of the license, permit, registration, quota, concession, clearances or a similar grant or right during the moratorium period; (2) The supply of essential goods or services to the corporate debtor as may be specified shall not be terminated or suspended or interrupted during moratorium period. (2A) Where the interim resolution professional or resolution professional, as the case may be, considers the supply of goods or services critical to protect and preserve....
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....ctions prohibited by Section 14 of IBC, there would have been no requirement for the legislature to enact Section 60(5)(c) of IBC. Section 60(5)(c) would be rendered otiose if Section 14 is held to be exhaustive of the grounds of judicial intervention contemplated under IBC in matters of preserving the value of the corporate debtor and its status as a "going concern". We hasten to add that our finding on the validity of the exercise of residuary power by NCLT is premised on the facts of this case. We are not laying down a general principle on the contours of the exercise of residuary power by NCLT. However, it is pertinent to mention that NCLT cannot exercise its jurisdiction over matters de hors the insolvency proceedings since such matters would fall outside the realm of IBC. Any other interpretation of Section 60(5) (c) would be in contradiction of the holding of this Court in Satish Kumar Gupta [Essar Steel (India) Ltd. (CoC) v. Satish Kumar Gupta, (2020) 8 SCC 531 : (2021) 2 SCC (Civ) 443]." 27. Before the initiation of the CIRP, the appellant had on multiple instances communicated to the Corporate Debtor that there were deficiencies in its services. The Corporate Deb....
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.... that the appellant had time and again informed the Corporate Debtor that its services were deficient, and it was falling foul of its contractual obligations. There is nothing to indicate that the termination of the Facilities Agreement was motivated by the insolvency of the Corporate Debtor. The trajectory of events makes it clear that the alleged breaches noted in the termination notice dated 10 June 2019 were not a smokescreen to terminate the agreement because of the insolvency of the Corporate Debtor. Thus, we are of the view that the NCLT does not have any residuary jurisdiction to entertain the present contractual dispute which has arisen de hors the insolvency of the Corporate Debtor. In the absence of jurisdiction over the dispute, the NCLT could not have imposed an ad-interim stay on the termination notice. The NCLAT has incorrectly upheld the interim order of the NCLT." Summary and Observations; 14. We have carefully gone through the submissions made by the Ld counsel for the parties and the documents available on records and laid down provisions of the I & B Code, 2016, and we are having the following observations:- a. It is not in dispute that the CIRP o....
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....ems without any scrutiny by the 'Adjudicating Authority'. g. The origination of the dues are with reference to the 'Master Lease Agreement' dated 14th May, 2015 entered by the Respondent No. 1 with the Corporate Debtor/Appellant whereby the agreements provided for periodic lease rental payment to be paid by the CD to the R1. h. The Master Lease Agreement (appearing at page 28 to 44 of the Written Submission of the Appellant) as per page 42 of the Written Submission of the Appellant, the goods value/lease value as on 14th May, 2015 is Rs. 10 Crore. As per page 31 of the Written Submission of the Appellant vide Clause 2(g) the due lease rental will be notified by the Lesser/Respondent No. 1 to the Lessee/Appellant/Resolution Professional by raising an invoice. As available at page 29 of the Written Submission of the Appellant vide Clause 1(n), the lease term is for the term or tenor of the lease of goods as specified in the relevant Lease Summary Schedule. Such lease terms shall commence from the commencement date as mentioned in the Lease Summary Schedule and end on the earlier of (a) the expiry of lease term mentioned in the Lease Summary Schedule ....
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....e - Section 5(13), Section 14, Section 20, Section 25, Section 30 related Regulation IBBI CIRP Regulation 2016 vide Chapter -IX- 31, 32, 33 & 34: "Section 5(13) - "insolvency resolution process costs" means- (a) the amount of any interim finance and the costs incurred in raising such finance; (b) the fees payable to any person acting as a resolution professional; (c) any costs incurred by the resolution professional in running the business of the corporate debtor as a going concern; (d) any costs incurred at the expense of the Government to facilitate the insolvency resolution process; and (e) any other costs as may be specified by the Board" Section 14 - Moratorium 14. (1) Subject to provisions of sub-sections (2) and (3), on the insolvency commencement date, the Adjudicating Authority shall by order declare moratorium for prohibiting all of the following, namely:- (a) the institution of suits or continuation of pending suits or proceedings against the corporate debtor including execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority; (b)....
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....ratorium shall have effect from the date of such order till the completion of the corporate insolvency resolution process: Provided that where at any time during the corporate insolvency resolution process period, if the Adjudicating Authority approves the resolution plan under sub-section (1) of section 31 or passes an order for liquidation of corporate debtor under section 33, the moratorium shall cease to have effect from the date of such approval or liquidation order, as the case may be. "Section 20: Management of operations of corporate debtor as going concern. (1) The interim resolution professional shall make every endeavour to protect and preserve the value of the property of the corporate debtor and manage the operations of the corporate debtor as a going concern. (2) For the purposes of sub-section (1), the interim resolution professional shall have the authority- (a) to appoint accountants, legal or other professionals as may be necessary; (b) to enter into contracts on behalf of the corporate debtor or to amend or modify the contracts or transactions which were entered into before the commencement of corporate insolvency reso....
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....ied by the Board." Section 30: Submission of resolution plan. (1) A resolution applicant may submit a resolution plan 1 [along with an affidavit stating that he is eligible 1A under section 29A] to the resolution professional prepared on the basis of the information memorandum. (2) The resolution professional shall examine each resolution plan received by him to confirm that each resolution plan- (a) provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the [payment] of other debts of the corporate debtor; [(b) provides for the payment of debts of operational creditors in such manner as may be specified by the Board which shall not be less than- (i) the amount to be paid to such creditors in the event of a liquidation of the corporate debtor under section 53; or (ii) the amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in sub-section (1) of section 53, whichever is higher, and provides for the payment of debts of financial creditor....
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.... priority amongst creditors as laid down in sub-section (1) of section 53, including the priority and value of the security interest of a secured creditor] and such other requirements as may be specified by the Board: Provided that the committee of creditors shall not approve a resolution plan, submitted before the commencement of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2017, where the resolution applicant is ineligible under section 29A and may require the resolution professional to invite a fresh resolution plan where no other resolution plan is available with it: Provided further that where the resolution applicant referred to in the first proviso is ineligible under clause (c) of section 29A, the resolution applicant shall be allowed by the committee of creditors such period, not exceeding thirty days, to make payment of overdue amounts in accordance with the proviso to clause (c) of section 29A: Provided also that nothing in the second proviso shall be construed as extension of period for the purposes of the proviso to sub-section (3) of section 12, and the corporate insolvency resolution process shall be completed within the period....
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....fix expenses where the applicant has not fixed expenses under sub-regulation (1). (3) The applicant shall bear the expenses which shall be reimbursed by the committee to the extent it ratifies. (4) The amount of expenses ratified by the committee shall be treated as insolvency resolution process costs. [Explanation. - For the purposes of this regulation, "expenses" include the fee to be paid to the interim resolution professional, fee to be paid to insolvency professional entity, if any, and fee to be paid to professionals, if any, and other expenses to be incurred by the interim resolution professional.] 34. Resolution professional costs. The committee shall fix the expenses to be incurred on or by the resolution professional and the expenses shall constitute insolvency resolution process costs. [Explanation. - For the purposes of this regulation, "expenses" include the fee to be paid to the resolution professional, fee to be paid to insolvency professional entity, if any, and fee to be paid to professionals, if any, and other expenses to be incurred by the resolution professional. From the above, it is very much clear that the Resol....
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....they do not supplant the legitimate jurisdiction of other courts when the dispute does not solely relate to insolvency of the Corporate Debtor. Apparently it looks that as far as cost aspect are concerned in terms of the provisions of the Code as stated above and based on claims submitted in response to public announcement, the Resolution Professional has covered substantially the entire amount. However, if the interpretation of contractual clauses are involved then it is not under the jurisdiction of Adjudicating Authority to interpret and comment without ascertaining the approval of CoC as it is their commercial wisdom of CoC which cannot be taken away by the Adjudicating Authority on the commercial issues or on commercial terms and conditions, it may be done by a Civil Court. • Executive Engineer, Uttar Gujarat VIJ Company Ltd. Vs. Mr. Devang P Samapat, RP of M/s. Kanoovi Food Pvt. Ltd. NCLAT, CA(AT) (Ins) No. 371 & 372 of 2021 Para 11 has cited by the Respondent No. 1 in the above Judgment relates to electricity consumption which is already a part of Regulation 32 towards essential supplies. The claim in this case is not in respect of essential supplies of....
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....f the terms, conditions, provisions or stipulations of this lease or of any Document on its part to be observed and performed (other than fallure to pay any sum hereunder when due and payable) and if such breach is remediable, falls to remedy the same within 5 (five) Business Days of notice by the Lessor specifying such default and requiring such default to be remedied. if any representation or warranty made or deemed to be made by the Lessee or any Guarantor or any Security provider in or pursuant to this lease or in any Document is or proves to have been incorrect or shall become incorrect. In case the Lessee or Security provider or Guarantor takes any action or legal proceedings are threatened against the Lessee or Security provider or Guarantor for its winding up, dissolution, administration or re- organisation, or if the Lessee or Security provider or Guarantor is a natural person, any death or incompetency of such Lessee or Security provider or Guarantor. If the Lessee or Security provider or any Guarantor does or suffers any act or thing or omits to do or suffer any act or thing whereby or in consequence of....
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....vit of poets d. الا ان البا ... this Agreement. gggr If the Lessee or any Security provider or Guarantor: k) i. li. repudiates the Agreement or any part thereof; does or causes to be done any act or thing evidencing in the Lessor's opinion, an intention to repudiate the Documents.. If any Goods are used for illegal purposes. 1) Any circumstances arise which, in the sole opinion of Lessor, have or may have a Material Adverse Effect. m) The Lessee / its associates / group companies / family concerns and their directors / partners / proprietor etc name appearing on any sanctions lists published in India. or globally with respect to association with any terrorist related activities or on any list of defaulters or caution list. Consequences of Event of Default 17.1 The Lessee shall promptly inform the Lessor of the occurrence or likely occurrence of any Event of Default and, upon receipt of a written request to that effect from the Lessor, shall conflem to the Lessor that, save as previously notified to the Lessor or as notified in such confirmation, no Event of Default has occ....
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....anagement available, to the extent needed, etc.) to ensure that the Lessor can, at the Lessee's costs, remove the. Goods from the third party premises, and that such removal of the Goods shali free of any and all charges or liens, including Jus and Taxes which may be payable. in the evant the Lessor is unable to recover the Goods from the Lessee in good condition with reasonable wear and tear excepted for any reason whatsoever, Lessor sha: be entitled to receive/ recover from the Lessee as liquidated damages for loss of the Goods and not as a penalty, a sum equal to the Replacement Value of the Goods on the date on which the Event of Default Occurs. The Replacement Value shall be determined, at Lessee's cost, in such manner as may be required by the Lessor. The Lessee recognizes that such Replacement Value may be determined on the basis of certain estimates. The Replacement Value so determined shall be final and binding on the Lessee. In addition to the Replacement Value, as the Goods would cause an opportunity loss to the Lessor, the Lessor shall be entitled to charge the Lessee the loss. at the Lessor would suffer ....