Model Project Development Agreement Page 9
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88"Change in Law"
means the:
(A)
adoption, promulgation, bringing into effect, repeal,
amendment, reinterpretation, change in application, change
in interpretation or modification after the date hereof of any
Laws of Nepal, by any GON Agency, or by a competent
court of Nepal;
(B)
imposition of any material condition not required as of the
date hereof in connection with the issuance, renewal or
modification of any Government Approval, by any GON
Agency;
(C)
change or modification of the Generation Licence by any
GON Agency (other than as requested in response to a
petition therefor by the Company agreeable to the GON); or
(D)
the imposition of other obligations imposing a cost on the
Company,
which in case of any of the above, establishes either a material
increase in cost, material reduction in revenue, or material delay in
schedule as a consequence of any requirement for the design,
construction, financing, ownership, operation or maintenance of the
Hydro Property that is materially more restrictive than the most
restrictive requirements (i) in effect as of the date hereof, (ii)
specified in any applications, or other documents filed in connection
with such applications, for any specified Government Approval, or
(iii) agreed to by the Company in this Agreement, but excluding a
Change in Tax.
The term "Change in Law" shall not include any imposition,
adoption, promulgation, bringing into effect, repeal, amendment,
reinterpretation, change in application, change in interpretation or
modification (a) implemented to address and rectify any Company
Event of Default or any action or inaction on the part of the
Company which is inconsistent with this Agreement, or (b) relating
to the areas of human rights, labour, environment, and health and
safety matters.
"Change in Tax"
means the adoption, promulgation, bringing into effect, repeal,
amendment, reinterpretation, change or failure in application of the
provisions of the relevant legislation, change in interpretation or
modification after the date hereof of any Laws of Nepal by any
GON Agency, relating to any tax or duty, including any application
of any tax (including withholding taxes on distributions to
shareholders to the extent such withholding taxes are final tax
liabilities of the shareholders and are not subject to any credit or
adjustment, including any credit or adjustment against any other tax
liability) or duty which is imposed on the Company or any
Contractor and causes the Company to incur for itself or on behalf of
any Contractor any tax or duty in excess of those the Company
would have incurred under the Laws of Nepal in effect as of the date
hereof.
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