12.1 The Public Partner represents and warrants to the Private Partner that:
the Public Partner and the Public Implementation Company have full power and authority to execute, deliver and perform their obligations under this PPPA and any other ancillary or connected agreement to which the Public Partner or the Public Implementation Company is a party and to carry out the transactions contemplated herein and that they have taken all actions necessary to execute this PPPA and any other documents relevant to the Project, and to exercise their rights and perform their obligations under this PPPA and any and all such agreements and documents;
the Public Partner and the Public Implementation Company have taken all necessary action under the Applicable Laws to authorise the execution, delivery and performance of this PPPA and any other ancillary or connected agreement to which the Public Partner or the Public Implementation Company is a party, and such execution, delivery and performance will not violate any Applicable Laws or violate, be in conflict with, result in a breach of or constitute a default under any indenture, agreement, bond, note, instrument or other agreement to which the Public Partner or the Public Implementation Company is a party or by which the Public Partner, the Public Implementation Company or its property is bound;
the entry into this PPPA and any other ancillary or connected agreement to which the Public Partner and/ or the Public Implementation Company is a party constitutes a commercial act rather than a public or governmental act, and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereof;
since this Public-Private Partnership is initiated by and enforceable against the Government of the Republic of Moldova through the Ministry of Education, Culture and Research of the Republic of Moldova which is appointed as the Public Partner pursuant to the Governmental Decision No. 250 dated 21 March 2018 and the Governmental Decision No. 407 dated 25 April 2018, this PPPA and any other ancillary or connected agreement to which the Public Partner is a party will constitute legal, valid and binding obligations enforceable against them in accordance with the terms of such agreements;
there are no actions, suits or proceedings pending or threatened against it before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the default or breach of this PPPA and any other ancillary or connected agreement to which the Public Partner is a party or which individually or in the aggregate may result in any material impairment of its ability to perform its obligations under this PPPA;
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 Public Body which may result in any Material Adverse Effect;
it is not in default under any agreement or instrument of any nature whatsoever to 'which it is a party or by which it is bound, in any manner that would have a material adverse effect on its ability to perform its obligations hereunder or on the validity or enforceability of this PPPA and any other ancillary or connected agreement to which the Public Partner is a party;
all public-private partnership rules applicable to the entry into and performance of the PPPA and any other ancillary or connected agreement to which the Public Partner is a party have been complied with or irrevocably and unconditionally waived by the competent authorities;
it has not entered into any other agreement, contract, transaction, arrangement or understanding in relation to the same Project or part of the Project with any third party, or the sale, concession, assignment, or other disposition in whole or in part in respect of the Site other than as disclosed in this PPPA;
it has power and authority to give access to the Site to the Private Partner in accordance with this PPPA and the Private Partner shall be entitled to remain in peaceful possession and enjoyment of the Site in accordance with this PPPA;
the Site together with the necessary right of way/ way leaves have been acquired by it through the due process of law and belongs to and is vested in it, and that it has full powers to hold and deal with the same in accordance, inter alia, with the provisions of this PPPA;
it is not necessary for this PPPA and any other ancillary or connected agreement to which the Public Partner is a party to be filed, recorded or enrolled with any court or other authority in the Republic of Moldova or that any stamp, registration or similar tax be paid on or in relation to this PPPA and any other ancillary or connected agreement to which the Public Partner is a party; and
this PPPA and any other ancillary or connected agreement to which the Public Partner is a party has been duly executed and delivered by the Public Partner.
12.2 In the event that any occurrence or circumstance comes to the attention of the Public Partner that renders any of its aforesaid representations or warranties untrue or incorrect, the Public Partner shall immediately notify the Private Partner of the same. Such notification shall not have the effect of remedying any breach of the representation or warranty that has been found to be untrue or incorrect nor shall it adversely affect or waive any obligation of either Party under this PPPA and any other ancillary or connected agreement to which the Public Partner is a party.
