Model Project Development Agreement Page 72
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88Assignment by GON
23.2
The GON may assign or transfer its rights or obligations under this Agreement to any GON
Agency.
24.
CHANGE OF CONTROL
24.1.1
The Company shall ensure that the Sponsor(s) do not assign, sell or transfer (whether
directly or indirectly) ("Transfer") their respective interests in the Company and/or the
Project, at any time up to the date falling five (5) Years after the COD.
24.1.2
After the period specified in Section 24.1.1, subject to Sections 24.1.3 to 24.1.6
(inclusive), the Sponsor(s) shall be permitted (subject to the GON's consent, not to be
unreasonably withheld) to Transfer their respective interests in the Company or the
Project to a third party technically, financially and commercially capable of fulfilling
(or ensuring that the Company fulfils) its obligations under this Agreement and the
Transaction Documents ("Transferee").
24.1.3
The Company and the Sponsors shall apply to the GON for the GON's consent for such
Transfer contemplated in Section 24.1.2 within a period of five (5)Days of parties
entering into definitive agreements in connection with such Transfer, together with
requisite details of the Transferee.
24.1.4
If GON grants its consent, the GON shall be paid fifty percent (50%) of the increase in
the equity valuation of the Company compared to the equity valuation based on the
original Project cost and debt equity structure of the Project.
24.1.5
The GON shall have the right to purchase the Project at the price net of its fifty
(50)percent (%) share of the increment and on the terms offered by the Transferee
within a period of sixty (60) Days of receiving Company's application noted in Section
23.1.3.
24.1.6
If the GON does not purchase the Project within a period of sixty (60) Days or accepts
or rejects such Transfer in writing within a period of sixty (60) Days from the date of
the application referred to in Section 24.1.3, the GON shall be deemed to have
consented to such Transfer.
25.
REFINANCING
Schedule 28 shall apply.
26.
REPRESENTATIONS AND WARRANTIES
GON representations and warranties
26.1
The GON hereby represents and warrants to the Company that:
26.1.1
it has full power and authority to execute and deliver this Agreement and to perform its
obligations hereunder;
26.1.2
the execution, delivery and performance of this Agreement by the GON has been duly
authorised by all requisite action on the part of the GON, and will not violate the Laws
of Nepal;
26.1.3
this Agreement has been duly executed and delivered by the GON; and
26.1.4
this Agreement constitutes a legal, valid and binding obligation of the GON, enforceable
against it in accordance with its terms subject to general principles of equity.
Company representations and warranties
26.2
The Company hereby represents and warrants to the GON that:
66
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