Model Project Development Agreement Page 31
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887.1.4 In the event that the Company does not achieve COD by the Scheduled COD
because of a Force Majeure Event or any combination of such events, Scheduled
COD shall be extended Day-for-Day for every Day of delay to COD caused by
such Force Majeure Event subject to Section 16; provided, however, that no such
relief shall be granted to the Company to the extent that such delay would
nevertheless have been experienced by the Company had such Force Majeure
Event not occurred or condition existed.
7.1.5 Notwithstanding anything to the contrary contained in this Agreement, the GON
shall not have the right to draw upon the Performance Security if, at the time of
determination, Scheduled COD has not occurred due to a default, breach or
omission by the GON, a Force Majeure Event or any combination of such
events.
8.
METERING
8.1.1
Metering standards and testing are specified in Schedule 12.
8.1.2
The Company shall, at its expense, procure and install the metering system and check
metering system and related equipment to measure the electrical energy generated by
the Project for the purposes of calculation of the Energy Royalty and to measure
electrical energy free of cost to be delivered to the GON or any GON Agency. At COD,
the Company shall convey and transfer the check metering system and related
equipment to the GON but the Company shall continue to be responsible for the
maintenance of the metering system and check metering system.
8.1.3
The metering system and check metering system shall be sealed, and the seals broken
only when the metering system and check metering system are to be inspected and
tested or adjusted in accordance with Schedule 12.
8.1.4
The metering system and check metering system shall comply with the requirements set
out in Schedule12.
9.
INFORMATION SHARING AND ACCESS
Disclosure of Confidential Information
9.1
9.1.1
Neither Party shall divulge any trade, commercial or technical secrets or confidential
matters, reports, documents, data or information (including the DER) of the other Party
to any third party except:
(A)
as required by the Laws of Nepal or a competent court of Nepal;
(B)
with the prior written consent of the other Party;
(C)
to such of its officers, employees and those of its related bodies
corporate who need to know of such matters for the ordinary business
purposes of the Party or in connection with the Project, provided that
itmust use its best endeavours to ensure that all matters divulged are
kept confidential by the persons to whom they are divulged;
(D)
to any of its consultants, banks, financers, insurers or other advisers
(including the Lenders); or
(E)
to any accountant, legal or other professional advisers.
9.1.2
Nothing contained in this Section 9.1 shall limit the obligation on the Company
todisclose any such confidential information to the GON and other persons who
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