Legal Documents Library

Agreement Development For Hotel Plot

This Agreement Development For Hotel Plot is made at ———————– on this ______ day of ________ (hereinafter referred to as the ‘Agreement’).
BETWEEN
(Hereinafter referred to as ‘Owner’ which expression shall, unless repugnant to the context or meaning thereof include and be deemed to include its successors and assigns) of the First Part;
AND
(Hereinafter referred to as ‘the Developer’ which expression shall, unless repugnant to the context or meaning thereof include and be deemed to include its successors and assigns) of the Second Part;
AND
(Hereinafter referred to as ‘lessee ‘ (which expression shall unless repugnant to the context or meaning thereof include its successors and assigns) of the Third Part;
‘lessee ‘, Developer and ‘Owner’ are hereinafter individually referred to as the ‘Party’ and collectively as the ‘Parties’.
WHEREAS
A) The Owner is in lawful possession of the property by virtue of the allotment/sale deed vide which the said land was purchased by him. The Developer has entered into a development agreement pursuant to which the property is being developed for commercial purposes.
B) Whereas has approached the parties for taking the said land, structure on lease for establishing and running of its own brand on the following terms and conditions:
NOW THEREFORE THIS AGREEMENT TO LEASE WITNESSETH and it is hereby agreed by and between the Parties as under:
1. DEFINITIONS AND INTERPRETATION:
1.1 Definitions
In this Agreement, unless repugnant to or inconsistent with the context or meaning thereof, the following terms, when capitalized, shall have the meanings assigned herein when used in this Agreement. When not capitalized, such words shall be attributed their ordinary meaning:
“Brand name” shall mean the brand name as given by him to his forthcoming project on the leased premises.
Commencement date  shall mean the date of commencement of commercial operations of the after the Owner and the Developer obtains all requisite permissions/approval/ licenses including completion cum occupation certificate for the building and at least 50% of the total commercial area of the Land as allocated by the authority is constructed and become operational.
Competitor  means a person or entity which is in the business.
“Conditions Precedent” shall have the meaning ascribed to it under Clause 6.
“Essential Portion” shall have the meaning ascribed to it under Clause 17.3 (e).
“Extension Period” shall have the meaning ascribed to it under Clause 6.5.
“Extended Term” shall have the meaning ascribed to it under Clause 7.3.
“Franchise Agreement” shall have the meaning ascribed to it under Recital B of the Agreement.
“Force Majeure” shall have the meaning ascribed to it under Clause 16.
“Hotel” Shall mean and include the substructure and superstructure of a fully furnished with the earmarked area constructed, developed, furnished, decorated by the Developer, from within and exterior as per design and specifications prescribed by.
“Lock-in Period” shall have the meaning ascribed to it under Clause 7.2.
“Intellectual Property Rights” shall have the meaning ascribed to it under Clause 23.1.
“Land ” shall have the meaning ascribed to it under Recital A.
“LOI” shall have the meaning ascribed to it under Recital H of the Agreement.
“Lease” shall have the meaning ascribed to it under Clause 2.
“Lease Deed” shall have the meaning ascribed to it under Clause 5.1.
“Lease Rentals”shall have the meaning ascribed to it under Clause 9.2.
“Liquidated Damages” shall have the meaning ascribed to it under Clause 6.5.
“Operations” shall mean the commercial operation of the at its full capacity with all equipments installed therein to be used for the purposes of the, including but not limited to the furniture, fixtures and equipments, other related facilities installed or affixed with any and all additions, modifications, alterations and extensions thereto as may be required/affected by lessee from time to time, for the purpose of receiving guests and rendering services of standards comparable to others.
“Property” shall have the meaning ascribed to it under Recital G of the Agreement.
“Security Deposit” shall have the meaning ascribed to it under Clause 9.1.
“Term of the Lease Deed” shall have the meaning ascribed to it under Clause 7.3.
1.2 Interpretation
In this Agreement, unless the context otherwise requires:
(a) Headings are inserted for convenience only and shall not affect the construction of this Agreement;
(b) Words importing a gender include all genders;
(c) Words denoting singular include plural and vice versa;
(d) Reference to a person includes a natural person, body corporate, unincorporated association, Governmental or Municipal entity and reference to a party means a Party to this Agreement and includes that Partys successors, legal/personal representatives and permitted assigns.
(e) Reference to any statute, ordinance or other laws includes all regulations and other instruments and all consolidations amendments re-enactments or replacements for the time being in force;
(f) References to any document (including this Agreement) are references to that document as amended, consolidated, supplemented, novated or replaced from time to time;
(g) References in this Agreement to Clauses, Recitals, Schedules and Annexures are references to clauses, recitals, schedules and annexure to this Agreement. The Recitals, Schedules and Annexures to this Agreement shall be deemed to form part of this Agreement;
(h) It is expressly agreed and acknowledged by and between the Parties that where specific obligations have to be performed / undertaken by either Party then time shall be the essence of this Agreement, unless the time period is extended by mutual agreement of the Parties in writing.
2. LEASE
Unless terminated as specifically provided under the provisions of this Agreement, the Owner and the Developer and the Developer hereby unequivocally and irrevocably agrees to grant and demise unto lessee under the Lease Deed to be executed between the Parties, the proportionate leasehold rights in the Land and super structure thereon of the when constructed, furnished and handed over to lessee along with all furniture, fixtures, fittings and equipment, free from all encumbrances, costs, charges, claims, demands and any other liabilities whatsoever and to hold and enjoy, without any interruption, the same for the Term (as defined in Clause 7 of the Agreement) together with the right to run, conduct, operate and manage the same without any hindrance from any person claiming under or in trust with the Owner and the Developer or any third party whatsoever and for that purpose authorize lessee to do all such acts, deeds, things, matters as are necessary and may be required by lessee and lessee hereby agrees to accept the proportionate leasehold rights in the Property and super structure thereon of the for the Term of the Lease Deed together with the right of managing, conducting, running, and operating the along with all the Related Facilities, amenities and concessionaires free from all encumbrances, interruptions, costs, charges, claims, demands and any other liabilities whatsoever (the ‘Lease’).
3. CONSTRUCTION
3.1 The Owner and the Developer undertakes to construct, develop and furnish the (as defined herein) at its own cost as per the plans, specifications, instructions and advice received from lessee and shall be liable to get the plan sanctioned from appropriate authorities, carry out the construction and complete the as per the applicable laws, building byelaws etc. and in accordance with the good engineering practices within a period of eighteen (18) months from the date of signing of this Agreement to Lease. The scope of work relating to set up of shall be signed by lessee with the Owner and the Developer with the assistance of project teams of both the parties which shall form part of this agreement as  Annexure A . The Owner and the Developer shall notify any change/deviations that may be required by the appropriate authorities for sanction of plan and make the appropriate changes after taking prior written approval from lessee. The Owner and the Developer hereby understands and agrees that lessee shall not be liable in any manner for any deviations, unauthorized or defective construction of the and related facilities of the and the Owner and the Developer shall be solely responsible for any penal action that may be taken by the authority and or for curing the defects in the building that may pose hindrance in the smooth operation of the and shall also be liable to compensate loss sustained by lessee in this regard.
3.2 The Owner and the Developer shall bear the entire cost of its provisions. The Owner and the Developer shall also bear all the other expenses made for procurement of licenses and permissions/approvals required for lawful occupation of the and also be responsible for arranging finance to meet the project cost of the and make timely payments of all financing obligations undertaken under the financing agreement(s) in connection with the . However all operation related permissions, License Fee, etc shall be borne & paid by themselves.
3.3  representative may visit the property as required by the Owner and the Developer at their cost and expenses from time to time and the Owner and the Developer shall provide to lessee the construction details and obtain information/details concerning planning or construction on short notice. The Owner and the Developer shall co-ordinate all its activities with lessee through the Project Manager/ PMC appointed by the Owner and the Developer.
3.4 Lessee shall have access to any part to assess that the works are being performed in accordance with the approved Plans, requirements, as well as to review the proper execution of work as per Hotel Brands. Notwithstanding the foregoing, the responsibility for construction, inspection, testing, reporting of progress and meeting of schedule dates shall entirely remain with Owner and the Developer. The Owner and the Developer undertakes to promptly take appropriate steps to rectify deviations, defects and defaults as and when that may come to Parties notice.
4. HANDING OVER OF THE SITE
4.1 On completion of the, to the satisfaction of lessee, the Owner and the Developer shall hand over the physical, peaceful, exclusive and unobstructed possession of the along with proportionate leasehold right in the Land, free from all encumbrances and charges to lessee. The handing over to the lessee may be in stages as agreed between the Parties to enable lessee to align functionality of during its pre-operational period.
4.2 The Owner and the Developer expressly agree that they shall be responsible for obtaining all approvals, licenses, permissions, sanctions, no-objections etc. required for the construction of the on the Land and any delay in timelines of obtaining the same thereby resulting in delay in the starting of Operations of the shall not be attributable to lessee and be taken into consideration for the commencement of the lease rent.
5. PROVISION OF SERVICES/AMENITIES
5.1 The Owner and the Developer shall make provisions of all services/ amenities as required for running of the hotel and shall maintain the same in good working conditions.
5.2 The Owner and the Developer or its appointed agency shall, at its own cost, properly maintain and upkeep the building, its aesthetic akin to the and guard the area and access to which is common with other part of the building so that business and reputation of the is not affected in any manner. The Owner and the Developer acknowledges and accepts that this obligation on his part is essential and is one of the pre-requisites to take the premises on lease by lessee from the Owner and the Developer to operate the . In case, the Owner and the Developer fails to fulfill this obligation, lessee shall, without prejudice to its other rights, be entitled, at its discretion but not obligated to, to assign this part of Owner’s obligation to third party on payment, with prior notice to the Owner and the Developer and deduct the amount so paid from the lease rent.
6. CONDITIONS PRECEDENT
The respective obligations of the Owner and the Developer and lessee under this Agreement are subject to the satisfaction in full of the following conditions precedent:
6.1 The Owner and the Developer has represented that the Owner it has a clear, valid, legal, marketable and unencumbered title of the Land free from all encumbrances, charges, claims of any nature whatsoever and that the Owner and the Developer is in physical, vacant, peaceful and unobstructed possession of the Land. In case of any defect in the rights, title and interests of the Land come to the notice, the Owner and the Developer shall promptly take steps to rectify the same. The Owner and the Developer shall provide title documents, legal due diligence report, Land Tax receipts, non-encumbrance certificate, Property card or any other documents showing proof of Ownership of the Land in the revenue records of the Government to lessee including all other documents as may be required by lessee for the purpose of legal due diligence.
The Owner and the Developer indemnify and keep harmless lessee of any consequences and liabilities that may arise of the arrangement/ Joint Development agreement entered between the Owner and the Developer and lessee shall have no concern about the same whatsoever except to the extent of protecting its interest for lease of the as agreed herein. The Owner and the Developer guarantee that they shall take action as may be necessary to protect the interest of lessee under the Agreement to Lease and make good the loss sustained by lessee in this regard.
6.2 The Owner and the Developer has paid all dues to the government upto date and shall continue to pay the same as they may fall due. The Owner and the Developer shall provide the receipts of payments for the ground rent, installments, tax etc. as the case may be.
The Owner and the Developer has the full capacity, infrastructure and means to enter into this Agreement. The Owner and the Developer shall promptly take appropriate steps to as may be required to facilitate setting up of under the Agreement.
6.3 All the approvals necessary for the construction and completion of the shall be the sole responsibility of the Owner and the Developer and the Owner and the Developer shall bear the full costs of the same. The Owner and the Developer shall get the plan of the Property sanctioned within ______ days of signing the Agreement to Lease. The Owner and the Developer shall construct the as laid down in Clause 3 and handover the same to lessee as per Clause 4. It is expressly provided that the Owner and the Developer shall construct the within 18 months from the date of execution of Agreement to Lease with a grace period of six months on account of contingencies.
6.4 The Owner and the Developer shall not, directly or indirectly, negotiate, deal or enter with any third party or doss anything which may in any way adversely affect the present arrangement /Agreement between the Parties hereto.
6.5 The Owner and the Developer hereby expressly agree and undertake to execute and register the Lease Deed in favour of lessee in respect of the along with proportionate leasehold rights in the Land on or before the commencement of commercial operation of the on receiving lessee  request ( Lease Deed ). The Owner and the Developer shall also get the Property mutated in the relevant records of the Authorities after completion.
6.6 The Owner and the Developer undertake to fulfill all the obligations as set out herein immediately upon execution of this Agreement.
6.8 Time shall be of essence in performance of the obligations set out herein.
7. TERM
7.1 Unless terminated as specifically provided under the provisions of the Lease Deed and subject to the provisions of Clause 16.2, the Lease shall be for a term of 30 years from the Commencement Date.
7.2 The entire period of 30 years shall be considered as lock-in-period.
7.3 The Agreement may be renewed on mutual terms after expiry of the lease period.
8. TRANSFER OF RIGHTS, TITLE AND INTERESTS OF THE LAND AND BUILDING
8.1 It is expressly agreed and understood by and between the Parties herein, that anytime during the Initial Term of this Agreement or the Extended Term, the Owner and/or the Developer being desirous of selling, transferring and/or disposing the in parts or whole in any manner, along with proportionate leasehold rights, title and interests in the land, lessee shall have the right of first refusal to buy the same at the price not more than its market value which shall be determined by an independent hospitality valuation consultant. Lessee shall exercise the option within 90 days from the date of receipt of written offer made by the Owner and the Developer.
8.2 It is expressly provided that in the event of refusal and/or deemed refusal by lessee to purchase the along with proportionate rights, title and interests in the land as set out above, the Owner and the Developer and the Developer may sell the along with proportionate rights, title and interests to third party other than Root s Competitor in accordance with the terms of Government Lease within 90 days only if the third party simultaneous to the sale, executes and register a Deed of Adherence to the Lease Deed and assumes all obligations in this regard. Such sale to a third party shall be at a price and on the terms not more favorable than those offered to lessee. In case of failure to sale the along with proportionate rights, title and interests in the land within 90 days of the refusal by lessee, the Owner and the Developer shall be liable to re offer it to lessee in the same manner as above.
8.3 In case the Owner and the Developer and the developer change the controlling share in the, lessee without prejudice shall have rights to terminate the agreement at its sole discretion and the provisions of clause ______

Application Pro-forma for Approval of Hotel Projects

1.     Proposed name of the Hotel:

2.     Name of Promoters ( a note giving business antecedents may be enclosed):

3.     Complete postal address of the Promoters:

4.     Status of the owners/ Promoters:

Whether

a.     Company (if so, a copy of the Memorandum and Articles of Association may be furnished), or

b.    Partnership firm (if so, a copy of Partnership Deed and Certificate of Registration under the Partnership Act can be furnished). or

c.     Proprietary concern (give name and address of the Proprietor)

5.     Location of hotel site along with postal address:

6.     Details of the site:

a.     Area

b.    Title whether outright purchase (if so, a copy of the registered sale deed should be furnished), or on lease (if so, a copy of the registered lease deed should be furnished)

c.     Whether the required land use permit for the construction of hotel have been obtained (if so, a copy of a certificate from the concerned local authorities should be furnished)

d.    Distance from railway station.

e.     Distance from airport

f.     Distance from main shopping centers.

7.     Details of the hotel project (a copy of the project/feasibility report should also be furnished)

a.     Star category planned

b.    No. of guest rooms and their area

Assets Purchase Agreement for Purchasing the Assets of a Running Restaurant

ASSETS PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this 鄭greement"), dated the ______ day of .............. ........, is made by and among:

M/s ....................., a Partnership Firm formed under Indian Partnership Act, 1932 having its office at ..........................., through its partners Mr. ..................., son of ______, resident of _________, Mr. ............. son of ______, resident of _________, and Mr. ................... son, of ______, resident of _________, (hereinafter referred to as 鉄eller" which express shall mean and include its representative, administrator, executors, successors in title, successor in interest, nominee, legal heirs and assigns);

And

M/s ............................ being a Company incorporated under the Indian Companies Act, 1956 and having its registered office at ........................., through its authorized signatory Mr. ..............., duly authorized by the Board vide Resolution dated _______, 2007 (hereinafter referred to as 撤urchaser" which expression shall mean and include its successors in interest)

RECITALS

A.     WHEREAS, the Seller is engaged in the business of running a restaurant, managing the same and/ or in marketing there from various Food & Beverages products such as Indian Foods, Pizzas, Burgers, Ice-Creams, Bakery and Confectionary products etc. at .................. (hereinafter referred to as 迭estaurant")

B.     WHEREAS, the premises bearing number ....................... (hereinafter referred to as the 撤remises") where the Seller were running the Restaurant has been taken on lease by the Seller from Mr. ................., the owner of the Premises.

C.     WHEREAS, the Seller is the owner of all the fittings, fixtures, furniture痴, furnishings, Kitchen equipments, Air-conditioning, Generator, Delivery Vehicles and other delivery related equipments, Computer Systems, crockery/ cutlery items, linen and all other items fitted or used in the Restaurant, more appropriately described in Annexure A appended hereto and forming a part hereof (hereinafter referred to as the 鄭ssets").

D.     WHEREAS the Seller has taken a term loan of Rs. 35,00,000/- from ................ Bank, ........ Branch for the purpose of meeting the cost of establishment of the Restaurant and had secured the said loan through hypothecation of moveables (Furniture痴 and Fixtures) at the Restaurant which form a part of the Assets.

E.     WHEREAS, the Seller is not willing to run the Restaurant and as such the Seller desire to sell, and the Purchaser desires to purchase, directly, upon the terms and conditions hereinafter set forth, all of the Assets of the Seller related to the Restaurant in consideration of certain payments by the Purchaser.

NOW, THEREFORE, in consideration of the premises and the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Parties agrees as follows:

1.      Interpretation

In this Agreement, unless the context otherwise requires:

a.      Words denoting the singular number shall include the plural and vice versa;

b.     Heading and bold typeface are only for convenience and shall be ignored for the purposes of interpretation;

c.      References to the word 妬nclude" or 妬ncluding" shall be construed without limitation;

d.     References to this Agreement or to any other agreement, deed or other instrument shall be construed as a reference to such agreement, deed, or other instrument as the same may from time to time be amended, varied or supplemented;

e.      Reference to any Party to this Agreement or any other agreement or deed or other instrument shall include its successors or permitted assigns; and

f.      A reference to a section, paragraph or annexure is, unless indicated to the contrary, a reference to a section, paragraph or annexure of this Agreement.

g.     Words denoting a person shall include an individual, corporation, company, partnership, trust or other entity;

h.      References to dates and times shall be construed to be references to Indian dates and times;

i.       References to the word 電ays" shall, unless otherwise indicated, mean calendar days;

ARTICLE I

PURCHASE AND SALE; PURCHASE PRICE

1.1. Purchase and Sale of Assets.

At the Closing, the Sellers shall, sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Sellers, the Assets, free and clear of any encumbrances except as mentioned in this Agreement.

1.2. .Purchase Price. In full consideration for the transfer of the Assets, the Purchaser will pay the Sellers a total purchase price not exceeding Rs. ................./- [Rupees ...............] (the 撤urchase Price"). The Purchase Price shall be paid by the Purchaser at the instance and mandate of the Seller to the following:

                      i.         to ................. Bank, ............ Branch by means of a bank draft, a sum of Rs. ____________, being the amount outstanding against Loan A/c No. .............. of the Seller with the .............. Bank, ...........; and

                     ii.         to Mr. ....................., landlord of the Premises, by means of a cheque for a sum of Rs. _________, being the amount outstanding against rent and other dues payable for the Premises in settlement of full and final. An amount of Rs. _________ to be paid in favour of the Seller towards the TDS payments that is required to deducted from the payments being made to Mr. ............ and to be deposited with the authorities by the Seller at its own cost and liability. ; and

                    iii.         to the Electricity Board, .......... by means of a bank draft, a sum of Rs. ________ being the total outstanding against electricity dues of the Restaurant at the Premises upto __________ payable by the Sellers .

1.1.  

1.2.  

1.3. The Seller agrees that the balance amount of the Purchase Price (if any) after making the payments in accordance with Clause 1.2 shall be retained by the Purchaser with them to be paid in such amounts and to such creditors of the Seller (for the Restaurant and for dues payable prior to the Closing Date) as directed in writing by the Seller. It is further agreed that the Purchaser shall be liable to pay to the creditor痴 of the Seller only upto the extent of the balance of the Purchase Price available with the Purchaser after making the payments under Clause 1.2.

Agreement For a Hotel Plot

This Agreement Development for Hotel Plot is made at ———————– on this ______ day of ________ (hereinafter referred to as the ‘Agreement’).
BETWEEN

(Hereinafter referred to as ‘Owner’ which expression shall, unless repugnant to the context or meaning thereof include and be deemed to include its successors and assigns) of the First Part;

AND

(Hereinafter referred to as ‘the Developer’ which expression shall, unless repugnant to the context or meaning thereof include and be deemed to include its successors and assigns) of the Second Part;

AND

(Hereinafter referred to as ‘lessee ‘ (which expression shall unless repugnant to the context or meaning thereof include its successors and assigns) of the Third Part;
‘lessee ‘, Developer and ‘Owner’ are hereinafter individually referred to as the ‘Party’ and collectively as the ‘Parties’.

WHEREAS

A) The Owner is in lawful possession of the property by virtue of the allotment/sale deed vide which the said land was purchased by him. The Developer has entered into a development agreement pursuant to which the property is being developed for commercial purposes.

B) Whereas has approached the parties for taking the said land, structure on lease for establishing and running of its own brand on the following terms and conditions:

NOW THEREFORE THIS AGREEMENT TO LEASE WITNESSETH and it is hereby agreed by and between the Parties as under:

1. DEFINITIONS AND INTERPRETATION:

1.1 Definitions

In this Agreement, unless repugnant to or inconsistent with the context or meaning thereof, the following terms, when capitalized, shall have the meanings assigned herein when used in this Agreement. When not capitalized, such words shall be attributed to their ordinary meaning:
“Brand name” shall mean the brand name as given by him to his forthcoming project on the leased premises.

Commencement date shall mean the date of commencement of commercial operations of the after the Owner and the Developer obtains all requisite permissions/approval/ licenses including completion cum occupation certificate for the building and at least 50% of the total commercial area of the Land as allocated by the authority is constructed and become operational.

Competitor means a person or entity which is in the business. “Conditions Precedent” shall have the meaning ascribed to it under Clause 6. “Essential Portion” shall have the meaning ascribed to it under Clause 17.3 (e).

“Extension Period” shall have the meaning ascribed to it under Clause 6.5.

“Extended Term” shall have the meaning ascribed to it under Clause 7.3.

“Franchise Agreement” shall have the meaning ascribed to it under Recital B of the Agreement.

“Force Majeure” shall have the meaning ascribed to it under Clause 16.

“Hotel” Shall mean and include the substructure and superstructure of a fully furnished with the earmarked area constructed, developed, furnished, decorated by the Developer, from within and exterior as per design and specifications prescribed by.

“Lock-in Period” shall have the meaning ascribed to it under Clause 7.2.

“Intellectual Property Rights” shall have the meaning ascribed to it under Clause 23.1.

“Land ” shall have the meaning ascribed to it under Recital A.

“LOI” shall have the meaning ascribed to it under Recital H of the Agreement.

“Lease” shall have the meaning ascribed to it under Clause 2.

“Lease Deed” shall have the meaning ascribed to it under Clause 5.1.

“Lease Rentals” shall have the meaning ascribed to it under Clause 9.2.

“Liquidated Damages” shall have the meaning ascribed to it under Clause 6.5.

“Operations” shall mean the commercial operation of the at its full capacity with all equipment installed therein to be used for the purposes of the, including but not limited to the furniture, fixtures and equipment, other related facilities installed or affixed with any and all additions, modifications, alterations and extensions thereto as may be required/affected by lessee from time to time, for the purpose of receiving guests and rendering services of standards comparable to others.

“Property” shall have the meaning ascribed to it under Recital G of the Agreement.

“Security Deposit” shall have the meaning ascribed to it under Clause 9.1.

“Term of the Lease Deed” shall have the meaning ascribed to it under Clause 7.3.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a) Headings are inserted for convenience only and shall not affect the construction of this Agreement;

(b) Words importing a gender include all genders;

(c) Words denoting singular include the plural and vice versa;

(d) Reference to a person includes a natural person, body corporate, unincorporated association, Governmental or Municipal entity and reference to a party means a Party to this Agreement and includes that Party’s successors, legal/personal representatives and permitted assigns.

(e) Reference to any statute, ordinance or other laws includes all regulations and other instruments and all consolidations amendments re-enactments or replacements for the time being in force;

(f) References to any document (including this Agreement) are references to that document as amended, consolidated, supplemented, novated or replaced from time to time;

(g) References in this Agreement to Clauses, Recitals, Schedules and Annexures are references to clauses, recitals, schedules and annexure to this Agreement. The Recitals, Schedules and Annexures to this Agreement shall be deemed to form part of this Agreement;

(h) It is expressly agreed and acknowledged by and between the Parties that where specific obligations have to be performed/undertaken by either Party then time shall be the essence of this Agreement unless the time period is extended by mutual agreement of the Parties in writing.

2. LEASE

Unless terminated as specifically provided under the provisions of this Agreement, the Owner and the Developer and the Developer hereby unequivocally and irrevocably agrees to grant and demise unto lessee under the Lease Deed to be executed between the Parties, the proportionate leasehold rights in the Land and super structure thereon of the when constructed, furnished and handed over to lessee along with all furniture, fixtures, fittings and equipment, free from all encumbrances, costs, charges, claims, demands and any other liabilities whatsoever and to hold and enjoy, without any interruption, the same for the Term (as defined in Clause 7 of the Agreement) together with the right to run, conduct, operate and manage the same without any hindrance from any person claiming under or in trust with the Owner and the Developer or any third party whatsoever and for that purpose authorize lessee to do all such acts, deeds, things, matters as are necessary and may be required by lessee and lessee hereby agrees to accept the proportionate leasehold rights in the Property and super structure thereon of the for the Term of the Lease Deed together with the right of managing, conducting, running, and operating the along with all the Related Facilities, amenities and concessionaires free from all encumbrances, interruptions, costs, charges, claims, demands and any other liabilities whatsoever (the ‘Lease’).

3. CONSTRUCTION

3.1 The Owner and the Developer undertakes to construct, develop and furnish the (as defined herein) at its own cost as per the plans, specifications, instructions and advice received from lessee and shall be liable to get the plan sanctioned from appropriate authorities, carry out the construction and complete them as per the applicable laws, building bylaws etc. and in accordance with the good engineering practices within a period of eighteen (18) months from the date of signing of this Agreement to Lease. The scope of work relating to set up of shall be signed by lessee with the Owner and the Developer with the assistance of project teams of both the parties which shall form part of this agreement as  Annexure A. The Owner and the Developer shall notify any change/deviations that may be required by the appropriate authorities for sanction of plan and make the appropriate changes after taking prior written approval from lessee. The Owner and the Developer hereby understands and agrees that lessee shall not be liable in any manner for any deviations, unauthorized or defective construction of the and related facilities of the and the Owner and the Developer shall be solely responsible for any penal action that may be taken by the authority and or for curing the defects in the building that may pose hindrance in the smooth operation of the and shall also be liable to compensate loss sustained by lessee in this regard.

3.2 The Owner and the Developer shall bear the entire cost of its provisions. The Owner and the Developer shall also bear all the other expenses made for procurement of licenses and permissions/approvals required for lawful occupation of the and also be responsible for arranging finance to meet the project cost of the and make timely payments of all financing obligations undertaken under the financing agreement(s) in connection with them. However, all operation related permissions, License Fee, etc shall be borne & paid by themselves.

3.3  representative may visit the property as required by the Owner and the Developer at their cost and expenses from time to time and the Owner and the Developer shall provide to lessee the construction details and obtain information/details concerning planning or construction on short notice. The Owner and the Developer shall coordinate all its activities with lessee through the Project Manager/ PMC appointed by the Owner and the Developer.

3.4 Lessee shall have access to any part to assess that the works are being performed in accordance with the approved Plans, requirements, as well as to review the proper execution of work as per Hotel Brands. Notwithstanding the foregoing, the responsibility for construction, inspection, testing, reporting of progress and meeting of schedule dates shall entirely remain with Owner and the Developer. The Owner and the Developer undertakes to promptly take appropriate steps to rectify deviations, defects and defaults as and when that may come to Parties notice.

4. HANDING OVER OF THE SITE

4.1 On completion of the, to the satisfaction of lessee, the Owner and the Developer shall hand over the physical, peaceful, exclusive and unobstructed possession of the along with proportionate leasehold right in the Land, free from all encumbrances and charges to the lessee. The handing over to the lessee may be in stages as agreed between the Parties to enable the lessee to align the functionality of during its pre-operational period.

4.2 The Owner and the Developer expressly agree that they shall be responsible for obtaining all approvals, licenses, permissions, sanctions, no-objections etc. required for the construction of the on the Land and any delay in timelines of obtaining the same thereby resulting in delay in the starting of Operations of the shall not be attributable to lessee and be taken into consideration for the commencement of the lease rent.

5. PROVISION OF SERVICES/AMENITIES

5.1 The Owner and the Developer shall make provisions of all services/ amenities as required for the running of the hotel and shall maintain the same in good working conditions.

5.2 The Owner and the Developer or its appointed agency shall, at its own cost, properly maintain and upkeep the building, it’s aesthetic akin to them and guards the area and access to which is common with another part of the building so that business and reputation of the is not affected in any manner. The Owner and the Developer acknowledges and accepts that this obligation on his part is essential and is one of the pre-requisites to take the premises on lease by the lessee from the Owner and the Developer to operate them. In case, the Owner and the Developer fails to fulfil this obligation, lessee shall, without prejudice to its other rights, be entitled, at its discretion but not obligated to, to assign this part of Owner’s obligation to third party on payment, with prior notice to the Owner and the Developer and deduct the amount so paid from the lease rent.

6. CONDITIONS PRECEDENT

The respective obligations of the Owner and the Developer and lessee under this Agreement are subject to the satisfaction in full of the following conditions precedent:

6.1 The Owner and the Developer has represented that the Owner it has a clear, valid, legal, marketable and unencumbered title of the Land free from all encumbrances, charges, claims of any nature whatsoever and that the Owner and the Developer are in physical, vacant, peaceful and unobstructed possession of the Land. In case of any defect in the rights, title and interests of the Land come to the notice, the Owner and the Developer shall promptly take steps to rectify the same. The Owner and the Developer shall provide title documents, legal due diligence report, Land Tax receipts, non-encumbrance certificate, Property card or any other documents showing proof of Ownership of the Land in the revenue records of the Government to lessee including all other documents as may be required by lessee for the purpose of legal due diligence.

The Owner and the Developer indemnify and keep harmless lessee of any consequences and liabilities that may arise of the arrangement/ Joint Development agreement entered between the Owner and the Developer and lessee shall have no concern about the same whatsoever except to the extent of protecting its interest for lease of the as agreed herein. The Owner and the Developer guarantee that they shall take action as may be necessary to protect the interest of lessee under the Agreement to Lease and make good the loss sustained by the lessee in this regard.

6.2 The Owner and the Developer has paid all dues to the government up to date and shall continue to pay the same as they may fall due. The Owner and the Developer shall provide the receipts of payments for the ground rent, instalments, tax etc. as the case may be.

The Owner and the Developer have the full capacity, infrastructure and means to enter into this Agreement. The Owner and the Developer shall promptly take appropriate steps to as may be required to facilitate setting up of under the Agreement.

6.3 All the approvals necessary for the construction and completion of the shall be the sole responsibility of the Owner and the Developer and the Owner and the Developer shall bear the full costs of the same. The Owner and the Developer shall get the plan of the Property sanctioned within ______ days of signing the Agreement to Lease. The Owner and the Developer shall construct the as laid down in Clause 3 and handover the same to lessee as per Clause 4. It is expressly provided that the Owner and the Developer shall construct the within 18 months from the date of execution of Agreement to Lease with a grace period of six months on account of contingencies.

6.4 The Owner and the Developer shall not, directly or indirectly, negotiate, deal or enter with any third party or does anything which may in any way adversely affect the present arrangement /Agreement between the Parties hereto.

6.5 The Owner and the Developer hereby expressly agree and undertake to execute and register the Lease Deed in favour of the lessee in respect of the along with proportionate leasehold rights in the Land on or before the commencement of commercial operation of the on receiving lessee request ( Lease Deed ). The Owner and the Developer shall also get the Property mutated in the relevant records of the Authorities after completion.

6.6 The Owner and the Developer undertake to fulfill all the obligations as set out herein immediately upon execution of this Agreement.

6.8 Time shall be of the essence in the performance of the obligations set out herein.

7. TERM

7.1 Unless terminated as specifically provided under the provisions of the Lease Deed and subject to the provisions of Clause 16.2, the Lease shall be for a term of 30 years from the Commencement Date.

7.2 The entire period of 30 years shall be considered as lock-in-period.

7.3 The Agreement may be renewed on mutual terms after the expiry of the lease period.

8. TRANSFER OF RIGHTS, TITLE AND INTERESTS OF THE LAND AND BUILDING

8.1 It is expressly agreed and understood by and between the Parties herein, that anytime during the Initial Term of this Agreement or the Extended Term, the Owner and/or the Developer being desirous of selling, transferring and/or disposing them in parts or whole in any manner, along with proportionate leasehold rights, title and interests in the land, lessee shall have the right of first refusal to buy the same at the price not more than its market value which shall be determined by an independent hospitality valuation consultant. Lessee shall exercise the option within 90 days from the date of receipt of a written offer made by the Owner and the Developer.