Model Project Development Agreement Page 65
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88(A)
by the GON to the Company following a Company Event of Default;
(B)
by the Company to the GON following a GON Event of Default;
(C)
by either Party to the other Party following a prolonged Other Force
Majeure Event pursuant to Section16.10; and
(D)
by either Party to the other Party following a prolonged Political Force
Majeure Event pursuant to Section 16.10.
18.3.2
If a Party has served a Termination Notice in accordance with Section 18.3.1 each Party
may exercise any option it has under Section 18.4 by delivering a Notice of Transfer to
the other Party within sixty (60) Days after the date of the Termination Notice.
18.3.3
If a Party does not exercise its option under Section 18.4 within sixty (60) Days after the
date of the Termination Notice,-
(A)
it shall be conclusively presumed to have waived and renounced its
rights to require the Company to sell or the GON to purchase, as the
case may be, the Hydro Property pursuant to Section 18.4;
(B)
the Company shall continue to own the Hydro Property and shall be
free to sell or transfer it to any third party; and
(C)
this Agreement shall terminate.
18.3.4
Notwithstanding anything contained in Section 18.3.1, if either Party exercises its option
under Section 18.4, this Agreement shall remain in effect until the Transfer Date when
it shall terminate in accordance with the procedures set out in Schedule 4.
Transfer option
18.4
Subject to Lenders' rights that may exist under any Lenders' direct agreement, the Parties
shall have the following rights to require a sale or purchase (as applicable) of the Hydro
Property by delivering a Notice of Transfer to the other Party within sixty (60) Days after
delivery of a Termination Notice:
18.4.1
if the GON delivers a Termination Notice pursuant to Section 18.3.1(A) as a result of a
Company Event of Default, then the Company shall, at the GON's option, transfer to the
GON or its designee the Project free of cost in accordance with Schedule 4;
18.4.2
if the Company delivers a Termination Notice pursuant to Section 18.3.1(B) as a result
of a GON Event of Default, then the GON shall, at the Company's option, be required to
purchase the Hydro Property for the GON Default Purchase Price in accordance with
Schedule 4;
18.4.3
if either Party delivers a Termination Notice pursuant to Section 18.3.1(C) as a result of
a prolonged Other Force Majeure Event, or a prolonged Political Force Majeure Event
that occurred despite the exercise of due diligence by the GON, the Company shall, at
the GON's option, transfer the Hydro Property to the GON or its designee free of cost in
accordance with Schedule 4;
18.4.4
if either Party delivers a Termination Notice pursuant to Section 18.3.1(D) as a result of
a prolonged Political Force Majeure Event other than that referred to in Section 18.4.3,
the GON shall, at the Company's option, be required to purchase the Hydro Property for
the GON Default Purchase Price in accordance with Schedule 4.
59
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