Model Project Development Agreement Page 61
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88COD, the Company shall provide the GON with fully evidenced written notice of the
nature and anticipated effect of the material increase in cost, material reduction in
revenue, or material delay in schedule, as the case may be, which has arisen as a result
of the Change in Law or Change in Tax. Provided that any change in Royalty and
income tax shall in no case constitute Change in Law and Change in Tax.
17.1.2
The written notice shall be accompanied by the certificate of the auditor of the Company
setting out full confirmation of the accuracy of the statements prepared by the Company
and submitted to the GON.
17.1.3
If GON accepts the effect of the Change in Law or Change in Tax as set out in the
written notice provided by the Company, the time limits and deadlines for the
performance by the Company of its obligations under this Agreement which are
affected by such Change in Law or Change in Tax shall be extended for as long as the
Company is delayed in complying with its obligations in this Agreement because of the
occurrence of such Change in Law or Change in Tax or the effects of such Change in
Law or Change in Tax.
17.1.4
If GON accepts the effect of the Change in Law or Change in Tax as set out in the
written notice provided by the Company, the Company shall first fund any such
material increase in costs incurred or material reduction in revenue through:
(A)
the proceeds which the Company is entitled to claim from the Export
Offtaker under the Export Power Purchase Agreement; and
(B)
the proceeds of any insurance policies which have been taken out by the
Company, including the proceeds from the insurance policies required
by Section 15.14.
17.1.5
In the event that the Company is unable to fully recover such material increase in costs
incurred or material reduction in revenue through the methods specified in Section
17.1.4, provided that the Company has fully exercised all its rights to claim such costs
or loss of revenue under the Export Power Purchase Agreement and the applicable
insurance policies, the GON shall compensate the Company for such material increase
in costs incurred or material reduction in revenue which remain outstanding by means
of one, or a combination of, the following (determined at the sole discretion of the
GON):
(A)
reducing the Energy Royalty payable by the Company to the GON
under Section15.22; and/or
(B)
reducing the Capacity Royalty payable by the Company to the GON
under Section 15.22; and/or
(C)
reallocating all, or a proportion of, the electrical energy which is to be
provided to the GON by the Company free of charge under the
Domestic Free Power Purchase Agreement and Section15.15.
The Company shall sell any additional electrical energy reallocated by the GON
under Section 17.1.5(C) into the market on arm's length commercial terms and at
a price which is not less than that being paid under the Export Power Purchase
Agreement.
17.1.6
In the event that the Company is unable to fully recover such material increase in costs
incurred or material reduction in revenue through the methods specified in Section
17.1.5, provided that the Company has satisfied its obligations under Section 17.1.5 to
mitigate the effects of such Change in Law or Change in Tax, GON shall reimburse the
Company for any remaining material increase in costs incurred or material reduction in
55
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