32.1 Force Majeure Event: As used in this Agreement, a Force Majeure Event shall mean occurrence in India of any or all of Non Political Event, Indirect Political Event and/or Political Event as defined in Clauses 32.2, 32.3, and 32.4 respectively hereinafter which prevent the Party claiming Force Majeure (the "Affected Party") from performing its obligations under this Agreement and which act or event is (I) beyond the reasonable control and not arising out of the fault of the Affected Party, (ii) the Affected Party has been unable to overcome such act or event by the exercise of due diligence and reasonable efforts, skill and care, including through expenditure of reasonable sums of money and (iii) has a Material Adverse Affect on the Project.

32.2 Non Political Force Majeure Events: For purposes of Clause 31.1 Non-Political Events shall mean one or more of the following acts or events:

acts of God or events beyond the reasonable control of the Affected Party which could not reasonably have been expected to occur, exceptionally adverse weather conditions, lightning, earthquake, cyclone, flood, volcanic eruption or fire (to the extent originating from a source external to the Site or beyond design specifications for the Construction Works) or landslide;

radioactive contamination or ionizing radiation;

strikes or boycotts (other than those involving the Concessionaire, Contractors or their respective employees/ representatives or attributable to any act or omission of any of them) interrupting supplies and services to the Project Highway for a period exceeding 7 (seven) days in an Accounting Year, and not being an indirect Indian Political Event set forth in Clause 32.3 hereof;

Any failure or delay of a Contractor but only to the extent caused by another Non-Political Event and which does not result in any offsetting compensation being payable to the Concessionaire by or on behalf of such Contractor; or

Any judgement or order of any court of competent jurisdiction or statutory authority in India made against the Concessionaire in any proceedings for reasons other than failure of the Concessionaire to comply with any Applicable Law or Applicable Permits or on account of breach thereof, or of any contract, or enforcement of this Agreement or exercise of any of its rights under this Agreement by NHAI;

An act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, riot, insurrection, terrorist or military action, civil commotion or politically motivated sabotage which prevents collection of Fees by the Concessionaire for a period exceeding 7 (seven) days in an Accounting Year;

Industry wide or state wide or India wide strikes or industrial action which prevent collection of Fees by the Concessionaire for a period exceeding 7 (seven) days in an Accounting Year; or

Any public agitation which prevents collection of Fees by the Concessionaire for a period exceeding 7 (seven) days in an Accounting Year.

32.4 Political Force Majeure Events: For purposes of Clause 32.1, Political Event shall mean one or more of the following acts or events by or on account GOI, NHAI, STG or any other Governmental Agency:

Change in Law, only when provisions of Article XXXIX cannot be applied;

Expropriation or compulsory acquisition by any Governmental Agency of any Project Assets or rights of the Concessionaire or of the Contractors; or

The unlawful or unauthorised or without jurisdiction revocation of, or refusal to renew or grant without valid cause any consent or approval required by the Concessionaire or any of the Contractors to perform their respective obligations under the Project Agreements (other than a consent the obtaining of which is condition precedent) provided that such delay, modification, denial, refusal or revocation did not result from the Concessionaire’s or any Contractor’s inability or failure to comply with any condition relating to grant, maintenance or renewal of such consents or permits.

32.5 Effect of Force Majeure Event before Financial Close: Upon the occurrence of any Force Majeure Event prior to Financial Close as set forth in Article XXIV, the following shall apply:

There shall be no Termination except as provided in Clause 32.8;

The date for achieving Financial Close shall be extended by the period for which such Force Majeure event shall subsist; and

The Parties shall bear their respective costs and no Party shall be required to pay to the other Party any costs arising out of such Force Majeure Event.

32.6 Effect of Force Majeure Event after Financial Close: Upon occurrence of any Force Majeure Event after Financial Close, the following shall apply:

There shall be no termination of this Agreement except as provided in Clause 32.8;

Where the Force Majeure Event occurs before COD, the dates set forth in the Project Completion Schedule, and the Concession Period shall be extended by the period for which such Force Majeure Event shall subsist;

Where a Force Majeure Event occurs after COD, the Concessionaire shall continue to make all reasonable efforts to collect Fees, but if he is unable to collect Fees during the subsistence of such Force Majeure Event, the Concession Period shall be extended by the period for which collection of Fees remains suspended on account thereof; and

costs arising out of or concerning such Force Majeure Event shall be borne in accordance with the provisions of Clause 32.7.

32.7 Allocation of costs during subsistence of Force Majeure: Subject to the provisions of clause 32.6, Upon occurrence of a Force Majeure Event after Financial Close, the costs arising out of such event shall be allocated as follows:

When the Force Majeure Event is a Non Political Event, the Parties shall bear their respective costs and neither Party shall be required to pay to the other Party any costs arising out of any such Force Majeure Event;

Where the Force Majeure Event is an Indirect Political Event, the costs attributable to such Force Majeure Event and directly relating to the Project (the "Force Majeure Costs") shall be borne by the Concessionaire to the extent of the Insurance Cover, and to the extent such Force Majeure Costs exceed the Insurance Cover , one half of the same to the extent actually incurred and duly certified by the statutory Auditors of Concessionaire shall be reimbursed by NHAI to the Concessionaire in one lump sum or paid in three equal annual installments with interest @ SBI PLR plus two percent; and

Where the Force Majeure Event is a Political Event, the Force Majeure Costs to the extent actually incurred and certified by the statutory Auditors of Concessionaire shall be reimbursed by NHAI to the Concessionaire in one lump sum or paid in three equal annual installments with interest @ SBI PLR plus two percent, provided that no Force Majeure Costs shall be payable by NHAI if the Concession Period is increased under Clause 32.6.

For avoidance of doubt, Force Majeure Costs shall not include loss of Fee revenues or any debt repayment obligations but shall include interest payments on such debt, O&M expenses and all other costs directly attributable to the Force Majeure Event.

If the Termination is on account of a Non Political Event, the Concessionaire shall be entitled to receive from NHAI by way of Termination Payment an amount equal to 90% of the Debt Due and 90% of the Subordinated Debt less due insurance claims, if any. Provided that in the event some insurance claims are not admitted, then 90% of such claims shall qualify for being included in the computation of Debt Due and Subordinated Debt Due.

If the Termination is on account of an Indirect Political Event, the Concessionaire shall be entitled to receive from NHAI by way of Termination Payment an amount equal to:

the total Debt Due, less due insurance claims, if any. Provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due, plus

(ii) the outstanding Subordinated Debt, plus

(iii) 110% (one hundred ten per cent) of the Equity (subscribed in cash and actually spent on the Project but excluding the amount of referred to in Article XXV) if such Termination occurs at any time during three years commencing from the Appointed Date and for each successive years thereafter, such amount shall be adjusted every year to fully reflect the changes in WPI during such year, and the adjusted amount so arrived at shall be reduced every year by 7.5% (seven and half per cent) per annum.

If the Termination of this Agreement is on account of a Political Event, the Concessionaire shall be entitled to receive from NHAI by way of Termination Payment an amount equal to:

the total Debt Due, plus
the total Subordinated Debt due plus
150% (one hundred fifty per cent) of the Equity (subscribed in cash and actually spent on the project but excluding the amount of Equity Support referred to in Article XXV) the if such Termination occurs at any time during three years commencing from the Appointed Date and for each successive year thereafter, such amount shall be adjusted every year to fully reflect the changes in WPI during such year, and the adjusted amount so arrived at shall be reduced every year by 7.5% (seven and half per cent) per annum.

The Affected Party shall not claim any relief for or in respect of a Force Majeure Event unless it shall have notified the other Party in writing of the occurrence of the Force Majeure Event as soon as reasonably practicable, and in any event within 7 (seven) days after the Affected Party knew, or ought reasonably to have known, of its occurrence and the probable material affect that the Force Majeure Event is likely to have on the performance of its obligations under this Agreement.

Any notice pursuant to this Clause 32.12 shall include full particulars of:

the nature and extent of each Force Majeure Event which is the subject of any claim for relief under this Article XXXII with evidence in support thereof;

the estimated duration and the effect or probable effect which such Force Majeure Event is having or will have on the Affected Party’s performance of its obligations under this Agreement;

the measures which the affected Party is taking or proposes to take, to alleviate the impact of such Force Majeure Event; and

any other information relevant to the Affected Party’s claim.

For so long as the Affected Party continues to claim to be affected by such Force Majeure Event, it shall provide the other Party with regular (and not less than weekly) written reports containing information as required by this Clause 32.12, and such other information as the other Party may reasonably request the Affected Party to provide.

32.13 Excuse from performance of obligations: If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event provided that: