Model Project Development Agreement Page 24
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882.
CONDITIONS PRECEDENT
GON CPs
2.1
Unless waived in writing by the Company, the GON shall satisfy the following conditions
precedent by the date falling six (6) Months after the Agreement Date, failing which the
Company shall be entitled to terminate this Agreement in accordance with Section 3.5.1
2
and recover the Bid Security
from the GON:
2.1.1 the GON shall have constituted the Technical Review Panel;
2.1.2 the GON shall have entered into an agreement with the Company to lease the
GON-owned part of the Project Area in accordance with Section 10 and such agreement
shall have become effective;
2.1.3 the GON shall have, or shall have procured that the relevant GON Agency has,
executed the Domestic Free Power Purchase Agreement [and Domestic Power
Purchase Agreement]; and
2.1.4 [Other Conditions Precedent to be considered on a case-by-case basis],
(together, the "GON CPs").
Company CPs
2.2
Unless waived in writing by the GON, the Company shall satisfy the following conditions
precedent by the date falling six (6) Months after the Agreement Date, failing which the
GON shall be entitled to terminate this Agreement in accordance with Section 3.5.2 and
retain the Bid Security:
2.2.1 the Company shall have obtained the Generation Licence, Transmission Licence
and any other Government Approvals;
2.2.2 the Company shall have submitted the Performance Security to the GON;
2.2.3 the Company shall have submitted to the GON evidence (in a form reasonably
satisfactory to the GON) confirming that the Project is capable of achieving Financial
Close, other than any outstanding conditions precedent contained in the Financing
Documents which require this Agreement to come into effect;
2.2.4 the Company shall have submitted certified copies of all internal corporate
approvals in relation to the Project and the Transaction Documents to the GON,
including the internal corporate approvals listed in Schedule 25;
2.2.5 the Company shall have executed the Domestic Free Power Supply Agreement
[and Domestic Power Purchase Agreement];
2.2.6 the Company shall have executed the Export/Domestic Power Purchase
Agreement(s) and shall have [prepared a plan]/[put in place arrangements] for the sale
of any outstanding capacity and energy (whether on merchant or long-term basis), and
shall have submitted certified copies of the same to the GON;
2.2.7 The Company shall have demonstrated to the GON's satisfaction that the Project's
revenue objective ("Project's Revenue Objective") has been achieved as follows:
2
NOTE TO DRAFT: The Bid Security will be provided as a Condition Precedent to the GON entering this
Agreement. As such, it should be specified as a requirement in any future RFP to be released by the GON.
In addition, for the unsolicited projects for which survey and other licences have been issued but for which
no bid security has been obtained, a bid security in an appropriate amount should be obtained from such
developers, prior to the GON entering into this Agreement with them.
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