7.1

Severability

Each of the provisions contained in this agreement shall be severable and the unenforceability of one shall not effect the enforceability of any other or of the remainder of this agreement.

7.2

Modification of the agreement.

This agreement may not be amended, supplemented or otherwise modified except by an instrument in writing signed by both of the parties.

7.3

Waiver.

The failure of any arty to enforce any condition or part of this agreement at any time shall not construed as waiver of that condition or part, not shall it forfeit any rights to future enforcement thereof.

7.4

Survival of the agreement

All representations, warranties, covenants and other agreements Contained in this agreement (or given in connection with this agreement) shall to the extent that it remains to be performed, survive the Completion Date and notwithstanding any investigation by a party or any knowledge obtained as a result thereof or otherwise, shall continue in full force and effect after the Completion Date.

7.5

Governing Law and Jurisdiction

This agreement shall be construed and enforced in accordance with an governed by the laws of India and subject to clause 8.3 the parties hereby irrevocably submit to the exclusive jurisdiction of the appropriate Courts in Delhi.

7.6

Headings

The headings of the article and Clause of this agreement are inserted for convenience only and shall not be deemed to constitute a part hereof.

7.7

Counterparts

More than one counterpart of this agreement may be executed by the parties or different counterparts may be executed by different parties and all such counterparts shall be deemed original and shall be deemed to be a single agreement.

7.8

Expenses

Subject to clause 3.3 of this Agreement each of the parties will pay its own accounting, legal and other expenses associated with the transactions contemplated hereby.

7.9

Notices

All communications, notices and consents provided for herein shall be in writing and be given in person or by means of telex, telecopy or other wire transmission (with request fore assurance of receipt in a manner typical with respect to communications of that type) or by registered or certified mail, return receipt requested and shall become effective : (a) on delivery if given in person; (b) on the date of transmission if sent by telex, telecopy, or other wire transmission or (c) on receipt if sent by mail.

Notices shall be addressed as follows :

If to BSES, to :

Company Secretary
BSES Limited
BSES House,
Santacruz East
Mumbai 400 055

If to Holding Company, to:

Company Secretary
Delhi Power Company Limited
Shakti Sadan,
Kotla Marg
New Delhi - 110002

If to COMPANY, to:

Company Secretary
Central East Delhi Electricity Distribution Company Limited
Karkardooma
Delhi-110092

7.10

No Partnership etc:

Nothing in this agreement and no action taken by the parties pursuant to this agreement shall constitute or be deemed to constitute a partnership between the parties nor constitute any party the agent of another party for any purpose.