Model Project Development Agreement Page 62
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88revenue which it is entitled to recover under this Section 17.1 within sixty(60) Days
after presentation to it by the Company of an invoice and full supporting documentation
with respect thereto.
17.1.7
The Company shall not be entitled to make a claim under Sections 17.1.4, 17.1.5 and
17.1.6 until such point as the total material increase in costs incurred or material
reduction in revenue as a result of Changes in Law and/or Changes in Tax have reached
an aggregate amount of [GON to insert amount based on value of Project cost and
commercial agreement with the Company].
17.1.8
The time to be extended and the amount to be compensated as a result of the Change in
Law or Change in Tax as specified in Sections 17.1.3, 17.1.5 and 17.1.6 shall be
determined by the Compensation Committee of Independent Experts as referred to in
Section 16.5.4. If either Party does not accept decision of the Compensation Committee
of Independent Experts, such matter may referred to an arbitration in accordance with
Section 21.
17.1.9
If the GON does not accept the effect of the Change in Law or Change in Tax as set out
in the written notice provided by the Company under this Section 17.1, the matter shall
be referred to an arbitration for resolution in accordance with Section 21.1. The arbitral
tribunal shall make its determination with respect to the effect of the Change in Law or
Change in Tax, as the case may be, within thirty (30) Days of such referral.
17.1.10 If the arbitral tribunal determines that the effect of the Change in Law or Change in Tax
is not as set out in the written notice provided by the Company under this Section 17.1,
the time limits and deadlines and/or the costs payable by the GON shall not be revised.
17.1.11 If the arbitral tribunal concludes that the effect of the Change in Law or Change in Tax
is as set out in the written notice provided by the Company under this Section 17.1, the
arbitral tribunal shall determine the extension to the time limits and deadlines for the
performance by the Company of its obligations under this Agreement and/or the level of
costs reimbursable by the GON to the Company.
17.1.12 If the level of costs fixed by the arbitral tribunal is more than [GON to insert amount
based on specifics of each project], or the revised timetable fixed by the arbitral
tribunal provides for a movement to the timetable set out in the Agreement of more than
[GON to insert time period based on specifics of each project], the GON may elect to
terminate this Agreement in which case the provisions of Section 18 shall apply.
Change in Law in favour of the Company
17.2
In case of increased revenues due to the Change in Law or Change in Tax, the Company shall
reimburse to the GON the amount as determined by the Compensation Committee of Independent
Experts.
18.
EVENTS OF DEFAULT AND TERMINATION
Company Events of Default
18.1
Subject to any Lenders' rights that may exist under any Lenders' direct agreement, each of
the following events shall be an event of default by the Company (each a "Company
Event of Default") which if not cured within the time permitted (if any), shall give rise to
the right of the GON to terminate this Agreement pursuant to Section 18.3, provided that
no such event shall become a Company Event of Default if it results substantially from (i) a
breach by the GON of the provisions of this Agreement or the occurrence of a GON Event
of Default, (ii) the occurrence of a Force Majeure Event; or (iii) a Change in Law or
Change in Tax:
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