(a) The Agency shall be:
(i) responsible at its own cost and expense for obtaining all land rights and permanent rights-of-way enumerated in Schedule 8 (Land Rights) and required in order to build, rehabilitate, own, and operate the Facilities, including, without limitation, temporary rights-of-way to install and construct the Facilities as detailed in Schedule 8 (Land Rights);
(ii) make the Project Land available to the Company in accordance with the Phases specified in Schedule 8 (Land Rights) [and enabling the Company to comply with the Works Timetable] under a written lease, license, right of use or another form of express grant or disposition, as appropriate, and free from such Liens as to ensure that the Company can carry out the Project and enforce the land rights against all third parties during the term of this Agreement; and
(iii) ensure the establishment and operation of a road traffic management regime necessary to allow the Company to discharge its obligations under this Agreement.
(b) The Company shall:
(i) assist the Agency, using reasonable efforts, to acquire temporary rights-of-way or construction easements which the Company needs for the construction and operation of the Facilities in addition to those that the Agency may have obtained on or before the Effective Date;
(ii) be responsible for and bear the costs of the restoration, relocation and reconnection of any utility pipes, cables or other media which may be present on the Project Land;
(iii) not erect or permit the erection of any housing, shelter or other structure on the Project Land which is not necessary for the carrying out of the Works;
(iv) obtain, at its own risk and cost, any rights over land or other additional facilities outside the Project Land which it considers necessary or expedient for the carrying out of the Works; and
(v) immediately notify the Agency if any Project Land is not required for the Project, and transfer possession thereof to the Agency on the date agreed between the parties, and, in the absence of agreement, within [●] Days after receipt by the Agency of the Company's notice.
(c) The Company shall be responsible, at its sole cost and expense, for obtaining land rights or rights-of-way not included in Schedule 8 (Land Rights). The Agency shall exercise its power of eminent domain in the Company's acquisition of such additional land, provided:
(i) the Company has given to the Agency not less than [●] Days notice of its request;
(ii) such additional land right or right-of-way is necessary for the construction or operation of the Facilities and there are no feasible alternatives which do not require the use of powers of compulsory acquisition of the land right or right-of-way in question;
(iii) the Company has undertaken, in form and substance satisfactory to the Agency, to pay all of the Agency's costs in that respect, including, but not limited to, filing fees, service of legal processes and documents, professional fees of external counsel to be engaged by the Agency, the amount of the deposit, just compensation, legal interest and other amounts determined by the relevant court or tribunal, the costs of entry into and taking possession of the land in question, the appointment and fees of commissioners, the costs of defending any appeal taken by the owner of the land in question, and costs relating to the recording of judgment and the transfer of title;
(iv) the Agency shall be the owner and titleholder of the land rights so acquired;
(v) the Company shall be entitled to exclusive use and possession of such land rights in the period beginning on the date the Authority becomes legally entitled to enter the land and ending on the Termination Date;
(vi) the Agency does not make any undertaking, representation, or warranty that the institution of expropriation proceedings will result in a favorable judgment or outcome and the Company acknowledges that there is no legal certainty as to how the court may consider and rule upon the right of the Agency to take possession of the subject land rights, the possible defenses or objections that an owner of the land rights may raise, and the amount of just compensation for the property so taken; and
(vii) notwithstanding the Agency's exercise of the right of eminent domain and the institution and pendency of any expropriation proceedings, the Company shall not be relieved from its obligations under this Agreement and may still be held to be responsible for delay or a failure to meet any required milestone.