Clause 5: Fees and Payment
Fee and payment is set forth in Appendix B.
Clause 6: Performance
The Operator shall operate the Facility on a good faith and good engineering practice basis. The Operator shall aim to achieve the Guarantee Performance Index to the Facility and the Buyer. The performance index to be an Availability Factor and an Output Factor, the detail are set forth in Appendix B and Appendix H respectively.
Clause 7: Representations and Warranties
The parties acknowledge that each party has entered into this Agreement in full reliance on representations by it in following terms, and each party now represents and warrants that:
(a) it is duly incorporated and validly existing and in good standing under the Laws of the Kingdom of Thailand and it has full power and authority to conduct its business and to execute, deliver and perform its obligations under this Agreement;
(b) the documents which contain or establish its constitution are duly authorized, and all necessary corporate action has been taken to authorize, and all authorizations, approvals
and consents of any governmental or other authority have been duly and unconditionally obtained and are in full force and effect;
(c) no litigation, arbitration, dispute or administrative proceeding or claim which might by itself or together with any such proceedings or claims either have a material adverse effect on its business, assets or condition or materially and adversely affect its ability to observe and perform its obligations under this Agreement is presently in progress or pending, or threatened against it; and
(d) no resolution has been passed, no meeting has been convened and no petition, application or other similar step has been taken for its winding-up, or for the appointment of any receiver, trustee, judicial manager or liquidator for it or over its assets or any of them.