Common use of Calculation of and Limitation on Claims Clause in Contracts

Calculation of and Limitation on Claims. ‌ Where any provision of this Agreement entitles the Contractor to recover damages or losses from the Province upon the occurrence of a specified event, then except as otherwise expressly indicated, the intent is to afford the Contractor the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place the Contractor (and by extension, the subcontractors of the Contractor and persons contracting with the Contractor in relation to the Project Financing) in the same position it would have been in but for the occurrence of the specified event, having regard to the following circumstances and limitations but otherwise without limiting the generality of the foregoing: (a) the obligations and arrangements contemplated by the Contractor’s Proposal (including obligations to and arrangements with parties specified in the Contractor’s Proposal, but also including corresponding obligations to and arrangements with replacement parties), including but not limited to the Contractor’s obligations to its subcontractors, but in each case premised upon break fees payable to the Contractor’s subcontractors and others contracting with the Contractor must be commercially reasonable, having regard to customarily negotiated break fees between parties at arm’s-length from one another, and subject in every case to a duty on the part of the subcontractor or other contracting party to mitigate its damages; (b) participation by the Contractor directly, or indirectly by arrangement with the holders of the Project Financing (if under such arrangement the risks and benefits of the hedging flow through to the Contractor), in hedging arrangements specifically in relation to changes in Canadian dollar interest rates (and specifically excluding any foreign exchange transactions), provided: (i) the hedging arrangements are entered into on an arm’s-length basis or else are on commercial terms equivalent to those that would have been available on an arm’s-length basis; (ii) particulars of the hedging arrangements are communicated to the Province within five Business Days after the hedging arrangements are entered into; and (iii) the hedging arrangements are not entered into in anticipation of an imminent termination of this Agreement; and (c) the Contractor’s duty in every instance to take all commercially reasonable measures to mitigate its damages or losses (and the Contractor’s corresponding right to include in its damages or losses the reasonable costs of such measures). Subject to the foregoing, no claim by either party arising from any breach of this Agreement or under any indemnity given by this Agreement, shall include any claim by such party against the other for punitive or exemplary damages, indirect or consequential damages, or any claim for pure economic loss, whether or not the other party has been advised of the possibility of pure economic loss, and regardless of whether the action is framed in contract or in negligence; except nothing in this paragraph shall preclude the Contractor from claiming for lost profits as part of a recovery of damages that the Contractor is entitled to under any provision of this Agreement, including without limitation a claim by the Contractor for damages under Section 18.5(b). The Province and the Contractor acknowledge that the Contractor will not be precluded from advancing any claim or seeking any relief under this Agreement solely by the reason that the Contractor is not liable to the applicable subcontractor identified in Schedule 17 (Subcontractors) under the applicable agreement between the Contractor and such subcontractor identified in Schedule 17 until such claim or relief is granted by the Province to the Contractor under this Agreement. Nothing in this paragraph creates any contract or obligation directly between the Province, the Contractor and the applicable subcontractor identified in Schedule 17.

Calculation of and Limitation on Claims. ‌ Where any provision of this Agreement entitles the Contractor to recover damages or losses from the Province upon the occurrence of a specified event, then except as otherwise expressly indicated, the intent is to afford the Contractor the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place the Contractor (and by extension, the subcontractors of the Contractor and persons contracting with the Contractor in relation to the Project Financing) in the same position it would have been in but for the occurrence of the specified event, having regard to the following circumstances and limitations but otherwise without limiting the generality of the foregoing: (a) the obligations and arrangements contemplated by the Contractor’s Proposal (including obligations to and arrangements with parties specified in the Contractor’s Proposal, but also including corresponding obligations to and arrangements with replacement parties), including but not limited to the Contractor’s obligations to its subcontractorssubcontractors and obligations arising in relation to monoline insurance or other arrangements reasonably entered into with a view to credit enhancement, but in each case premised upon breakage costs that are commercially reasonable and consistent with market practice, in accordance with the following: (i) break fees payable to the Contractor’s subcontractors and others contracting with the Contractor must be commercially reasonable, having regard to customarily negotiated break fees between parties at arm’s-arm’s- length from one another, and subject in every case to a duty on the part of the subcontractor or other contracting party to mitigate its damages; and (ii) in the case of monoline insurance, break fees shall only be payable to the extent necessary to ensure that the monoline insurer receives a total of 10 years premiums taking into account all premiums paid prior to the occurrence of the specified event, and such break fees shall be calculated using a net present value basis (discounting at the average interest rate on the Senior Debt Financing taking into account Canadian dollar interest rate xxxxxx, if applicable); (b) participation by the Contractor directly, or indirectly by arrangement with the holders of the Project Senior Debt Financing (if under such arrangement the risks and benefits of the hedging flow through to the Contractor), in hedging arrangements specifically in relation to changes in Canadian dollar interest rates (and specifically excluding any foreign exchange transactions), provided: (i) the hedging arrangements are entered into on an arm’s-length basis or else are on commercial terms equivalent to those that would have been available on an arm’s-length basis; (ii) particulars of the hedging arrangements are communicated to the Province within five Business Days after the hedging arrangements are entered into; and (iii) the hedging arrangements are not entered into in anticipation of an imminent termination of this Agreement; and (c) the Contractor’s duty in every instance to take all commercially reasonable measures to mitigate its damages or losses (and the Contractor’s corresponding right to include in its damages or losses the reasonable costs of such measures). Subject to the foregoing, no claim by either party arising from any breach of this Agreement or under any indemnity given by this Agreement, shall include any claim by such party against the other for punitive or exemplary damages, indirect or consequential damages, or any claim for pure economic loss, whether or not the other party has been advised of the possibility of pure economic loss, and regardless of whether the action is framed in contract or in negligence; except nothing in this paragraph shall preclude the Contractor from claiming for lost profits as part of a recovery of damages that the Contractor is entitled to under any provision of this Agreement, including without limitation a claim by the Contractor for damages under Section 18.5(b18.9(b). The Province and the Contractor acknowledge that the Contractor will not be precluded from advancing any claim or seeking any relief under this Agreement solely by the reason that the Contractor is not liable to the applicable subcontractor identified in Schedule 17 (Subcontractors) under the applicable agreement between the Contractor and such subcontractor identified in Schedule 17 until such claim or relief is granted by the Province to the Contractor under this Agreement. Nothing in this paragraph creates any contract or obligation directly between the Province, the Contractor and the applicable subcontractor identified in Schedule 17.

Calculation of and Limitation on Claims. ‌ Where any provision of this Agreement entitles the Contractor to recover damages or losses from the Province upon the occurrence of a specified event, then except as otherwise expressly indicated, the intent is to afford the Contractor the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place the Contractor (and by extension, the subcontractors of the Contractor and persons contracting with the Contractor in relation to the Project Financing) in the same position it would have been in but for the occurrence of the specified event, having regard to the following circumstances and limitations but otherwise without limiting the generality of the foregoing: (a) the obligations and arrangements contemplated by the Contractor’s Proposal (including obligations to and arrangements with parties specified in the Contractor’s Proposal, but also including corresponding obligations to and arrangements with replacement parties), including but not limited to the Contractor’s obligations to its subcontractorssubcontractors and obligations arising in relation to monoline insurance or other arrangements reasonably entered into with a view to credit enhancement, but in each case premised upon breakage costs that are commercially reasonable and consistent with market practice, in accordance with the following: (i) break fees payable to the Contractor’s subcontractors and others contracting with the Contractor must be commercially reasonable, having regard to customarily negotiated break fees between parties at arm’s-arm’s- length from one another, and subject in every case to a duty on the part of the subcontractor or other contracting party to mitigate its damages; and (ii) in the case of monoline insurance, break fees shall only be payable to the extent necessary to ensure that the monoline insurer receives a total of 10 years premiums taking into account all premiums paid prior to the occurrence of the specified event, and such break fees shall be calculated using a net present value basis (discounting at the average interest rate on the Senior Debt Financing taking into account Canadian dollar interest rate xxxxxx, if applicable); (b) participation by the Contractor directly, or indirectly by arrangement with the holders of the Project Senior Debt Financing (if under such arrangement the risks and benefits of the hedging flow through to the Contractor), in hedging arrangements specifically in relation to changes in Canadian dollar interest rates (and specifically excluding any foreign exchange transactions), provided: (i) the hedging arrangements are entered into on an arm’s-length basis or else are on commercial terms equivalent to those that would have been available on an arm’s-length basis; (ii) particulars of the hedging arrangements are communicated to the Province within five Business Days after the hedging arrangements are entered into; and (iii) the hedging arrangements are not entered into in anticipation of an imminent termination of this Agreement; and (c) the Contractor’s duty in every instance to take all commercially reasonable measures to mitigate its damages or losses (and the Contractor’s corresponding right to include in its damages or losses the reasonable costs of such measures). Subject to the foregoing, no claim by either party arising from any breach of this Agreement or under any indemnity given by this Agreement, shall include any claim by such party against the other for punitive or exemplary damages, indirect or consequential damages, or any claim for pure economic loss, whether or not the other party has been advised of the possibility of pure economic loss, and regardless of whether the action is framed in contract or in negligence; except nothing in this paragraph shall preclude the Contractor from claiming for lost profits as part of a recovery of damages that the Contractor is entitled to under any provision of this Agreement, including without limitation a claim by the Contractor for damages under Section 18.5(b)18.9(b) may include a claim for lost profits and where this Agreement provides for a Payment, a School Capital Payment or an Adjusted School Capital Payment, such payment may include a profit component. The Province and the Contractor acknowledge that the Contractor will not be precluded from advancing any claim or seeking any relief under this Agreement solely by the reason that the Contractor is not liable to the applicable subcontractor identified in Schedule 17 (Subcontractors) under the applicable agreement between the Contractor and such subcontractor identified in Schedule 17 until such claim or relief is granted by the Province to the Contractor under this Agreement. Nothing in this paragraph creates any contract or obligation directly between the Province, the Contractor and the applicable subcontractor identified in Schedule 17.

Calculation of and Limitation on Claims. ‌ Where any provision of this Agreement entitles the Contractor to recover damages or losses from the Province upon the occurrence of a specified event, then except as otherwise expressly indicated, the intent is to afford the Contractor the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place the Contractor (and by extension, the subcontractors of the Contractor and persons contracting with the Contractor in relation to the Project Financing) in the same position it would have been in but for the occurrence of the specified event, having regard to the following circumstances and limitations but otherwise without limiting the generality of the foregoing: (a) the obligations and arrangements contemplated by the Contractor’s Proposal (including obligations to and arrangements with parties specified in the Contractor’s Proposal, but also including corresponding obligations to and arrangements with replacement parties), including but not limited to the Contractor’s obligations to its subcontractorssubcontractors and obligations arising in relation to monoline insurance or other arrangements reasonably entered into with a view to credit enhancement, but in each case premised upon breakage costs that are commercially reasonable and consistent with market practice, in accordance with the following: (i) break fees payable to the Contractor’s subcontractors and others contracting with the Contractor must be commercially reasonable, having regard to customarily negotiated break fees between parties at arm’s-arm’s length from one another, and subject in every case to a duty on the part of the subcontractor or other contracting party to mitigate its damages; and (ii) in the case of monoline insurance, break fees shall only be payable to the extent necessary to ensure that the monoline insurer receives a total of 10 years premiums taking into account all premiums paid prior to the occurrence of the specified event, and such break fees shall be calculated using a net present value basis (discounting at the average interest rate on the Senior Debt Financing taking into account Canadian dollar interest rate xxxxxx, if applicable); (b) participation by the Contractor directly, or indirectly by arrangement with the holders of the Project Senior Debt Financing (if under such arrangement the risks and benefits of the hedging flow through to the Contractor), in hedging arrangements specifically in relation to changes in Canadian dollar interest rates (and specifically excluding any foreign exchange transactions), provided: (i) the hedging arrangements are entered into on an arm’s-length basis or else are on commercial terms equivalent to those that would have been available on an arm’s-length basis; (ii) particulars of the hedging arrangements are communicated to the Province within five Business Days after the hedging arrangements are entered into; and (iii) the hedging arrangements are not entered into in anticipation of an imminent termination of this Agreement; and (c) the Contractor’s duty in every instance to take all commercially reasonable measures to mitigate its damages or losses (and the Contractor’s corresponding right to include in its damages or losses the reasonable costs of such measures). Subject to the foregoing, no claim by either party arising from any breach of this Agreement or under any indemnity given by this Agreement, shall include any claim by such party against the other for punitive or exemplary damages, indirect or consequential damages, or any claim for pure economic loss, whether or not the other party has been advised of the possibility of pure economic loss, and regardless of whether the action is framed in contract or in negligence; except nothing in this paragraph shall preclude the Contractor from claiming for lost profits as part of a recovery of damages that the Contractor is entitled to under any provision of this Agreement, including without limitation a claim by the Contractor for damages under Section 18.5(b). The Province and the Contractor acknowledge that the Contractor will not be precluded from advancing any 18.9(b) may include a claim or seeking any relief under this Agreement solely by the reason that the Contractor is not liable to the applicable subcontractor identified in Schedule 17 (Subcontractors) under the applicable agreement between the Contractor and such subcontractor identified in Schedule 17 until such claim or relief is granted by the Province to the Contractor under this Agreement. Nothing in this paragraph creates any contract or obligation directly between the Province, the Contractor and the applicable subcontractor identified in Schedule 17for lost profits.

Calculation of and Limitation on Claims. ‌ Where any provision of this Agreement entitles the Contractor to recover damages or losses from the Province upon the occurrence of a specified event, then except as otherwise expressly indicated, the intent is to afford the Contractor the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place the Contractor (and by extension, the subcontractors of the Contractor and persons contracting with the Contractor in relation to the Project Financing) in the same position it would have been in but for the occurrence of the specified event, having regard to the following circumstances and limitations but otherwise without limiting the generality of the foregoing: (a) the obligations and arrangements contemplated by the Contractor’s Proposal (including obligations to and arrangements with parties specified in the Contractor’s Proposal, but also including corresponding obligations to and arrangements with replacement parties), including but not limited to the Contractor’s obligations to its subcontractorssubcontractors and obligations arising in relation to monoline insurance or other arrangements reasonably entered into with a view to credit enhancement, but in each case premised upon breakage costs that are commercially reasonable and consistent with market practice, in accordance with the following: (i) break fees payable to the Contractor’s subcontractors and others contracting with the Contractor must be commercially reasonable, having regard to customarily negotiated break fees between parties at arm’s-arm’s- length from one another, and subject in every case to a duty on the part of the subcontractor or other contracting party to mitigate its damages; and (ii) in the case of monoline insurance, break fees shall only be payable to the extent necessary to ensure that the monoline insurer receives a total of 10 years premiums taking into account all premiums paid prior to the occurrence of the specified event, and such break fees shall be calculated using a net present value basis (discounting at the average interest rate on the Senior Debt Financing taking into account Canadian dollar interest rate xxxxxx, if applicable); (b) participation by the Contractor directly, or indirectly by arrangement with the holders of the Project Senior Debt Financing (if under such arrangement the risks and benefits of the hedging flow through to the Contractor), in hedging arrangements specifically in relation to changes in Canadian dollar interest rates (and specifically excluding any foreign exchange transactions), provided: (i) the hedging arrangements are entered into on an arm’s-length basis or else are on commercial terms equivalent to those that would have been available on an arm’s-length basis; (ii) particulars of the hedging arrangements are communicated to the Province within five Business Days after the hedging arrangements are entered into; and (iii) the hedging arrangements are not entered into in anticipation of an imminent termination of this Agreement; and (c) the Contractor’s duty in every instance to take all commercially reasonable measures to mitigate its damages or losses (and the Contractor’s corresponding right to include in its damages or losses the reasonable costs of such measures). Subject to the foregoing, no claim by either party arising from any breach of this Agreement or under any indemnity given by this Agreement, shall include any claim by such party against the other for punitive or exemplary damages, indirect or consequential damages, or any claim for pure economic loss, whether or not the other party has been advised of the possibility of pure economic loss, and regardless of whether the action is framed in contract or in negligence; except nothing in this paragraph shall preclude the Contractor from claiming for lost profits as part of a recovery of damages that the Contractor is entitled to under any provision of this Agreement, including without limitation a claim by the Contractor for damages under Section 18.5(b)18.9(b) and where this Agreement provides for a Payment, a School Capital Payment or an Adjusted School Capital Payment, such payment may include a profit component. The Province and the Contractor acknowledge that the Contractor will not be precluded from advancing any claim or seeking any relief under this Agreement solely by the reason that the Contractor is not liable to the applicable subcontractor identified in Schedule 17 (Subcontractors) under the applicable agreement between the Contractor and such subcontractor identified in Schedule 17 until such claim or relief is granted by the Province to the Contractor under this Agreement. Nothing in this paragraph creates any contract or obligation directly between the Province, the Contractor and the applicable subcontractor identified in Schedule 17.

Calculation of and Limitation on Claims. ‌ Where any provision of this Agreement entitles the Contractor to recover damages or losses from the Province upon the occurrence of a specified event, then except as otherwise expressly indicated, the intent is to afford the Contractor the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place the Contractor (and by extension, the subcontractors of the Contractor and persons contracting with the Contractor in relation to the Project Financing) in the same position it would have been in but for the occurrence of the specified event, having regard to the following circumstances and limitations but otherwise without limiting the generality of the foregoing: (a) the obligations and arrangements contemplated by the Contractor’s Proposal (including obligations to and arrangements with parties specified in the Contractor’s Proposal, but also including corresponding obligations to and arrangements with replacement parties), including but not limited to the Contractor’s obligations to its subcontractorssubcontractors and obligations arising in relation to monoline insurance or other arrangements reasonably entered into with a view to credit enhancement, but in each case premised upon breakage costs that are commercially reasonable and consistent with market practice, in accordance with the following: (i) break fees payable to the Contractor’s subcontractors and others contracting with the Contractor must be commercially reasonable, having regard to customarily negotiated break fees between parties at arm’s-arm’s length from one another, and subject in every case to a duty on the part of the subcontractor or other contracting party to mitigate its damages; and (ii) in the case of monoline insurance, break fees shall only be payable to the extent necessary to ensure that the monoline insurer receives a total of 10 years premiums taking into account all premiums paid prior to the occurrence of the specified event, and such break fees shall be calculated using a net present value basis (discounting at the average interest rate on the Senior Debt Financing taking into account Canadian dollar interest rate xxxxxx, if applicable); (b) participation by the Contractor directly, or indirectly by arrangement with the holders of the Project Senior Debt Financing (if under such arrangement the risks and benefits of the hedging flow through to the Contractor), in hedging arrangements specifically in relation to changes in Canadian dollar interest rates (and specifically excluding any foreign exchange transactions), provided: (i) the hedging arrangements are entered into on an arm’s-length basis or else are on commercial terms equivalent to those that would have been available on an arm’s-length basis; (ii) particulars of the hedging arrangements are communicated to the Province within five Business Days after the hedging arrangements are entered into; and (iii) the hedging arrangements are not entered into in anticipation of an imminent termination of this Agreement; and (c) the Contractor’s duty in every instance to take all commercially reasonable measures to mitigate its damages or losses (and the Contractor’s corresponding right to include in its damages or losses the reasonable costs of such measures). Subject to the foregoing, no claim by either party arising from any breach of this Agreement or under any indemnity given by this Agreement, shall include any claim by such party against the other for punitive or exemplary damages, indirect or consequential damages, or any claim for pure economic loss, whether or not the other party has been advised of the possibility of pure economic loss, and regardless of whether the action is framed in contract or in negligence; except nothing in this paragraph shall preclude the Contractor from claiming for lost profits as part of a recovery of damages that the Contractor is entitled to under any provision of this Agreement, including without limitation a claim by the Contractor for damages under Section 18.5(b)18.9(b) may include a claim for lost profits. The Province and the Contractor acknowledge that the Contractor will not be precluded from advancing any claim or seeking any relief under this Agreement solely by the reason that the Contractor is not liable to the applicable subcontractor identified in Schedule 17 (Subcontractors) under the applicable agreement between the Contractor and such subcontractor identified in Schedule 17 until such claim or relief is granted by the Province to the Contractor under this Agreement. Nothing in this paragraph creates any contract or obligation directly between the Province, the Contractor and the applicable subcontractor identified in Schedule 17.

Calculation of and Limitation on Claims. ‌ Where any provision of this Agreement entitles the Contractor to recover damages or losses from the Province upon the occurrence of a specified event, then except as otherwise expressly indicated, the intent is to afford the Contractor the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place the Contractor (and by extension, the subcontractors of the Contractor and persons contracting with the Contractor in relation to the Project Financing) in the same position it would have been in but for the occurrence of the specified event, having regard to the following circumstances and limitations but otherwise without limiting the generality of the foregoingto: (a) the obligations and arrangements contemplated by the Contractor’s Proposal (including obligations to and arrangements with parties specified in the Contractor’s Proposal, but also including corresponding obligations commercially reasonable breakage costs in relation to and arrangements with replacement parties), including but not limited to the Contractor’s obligations to its subcontractors, but in each case premised upon break fees payable to the Contractor’s subcontractors and others contracting with the Contractor must be commercially reasonable, having regard to customarily negotiated break fees between parties at arm’s-length from one another, and subject in every case to a duty on the part of the subcontractor or other contracting party to mitigate its damagessuppliers; (b) participation by the Contractor directly, or indirectly by arrangement with the holders of the Project Senior Debt Financing (if under such arrangement the risks and benefits of the hedging flow through to the Contractor), in hedging arrangements specifically in relation to changes in Canadian dollar interest rates (and specifically excluding any foreign exchange transactions), provided: (i) the hedging arrangements are entered into on an arm’s-length basis or else are on commercial terms equivalent to those that would have been available on an arm’s-length basis; (ii) particulars of the hedging arrangements are communicated to the Province within five Business Days after the hedging arrangements are entered into; and (iii) the hedging arrangements are not entered into in anticipation of an imminent termination of this Agreement; and (c) the Contractor’s duty in every instance to take all commercially reasonable measures to mitigate its damages or losses (and the Contractor’s corresponding right to include in its damages or losses the reasonable costs of such measures)losses. Subject to the foregoing, no claim by either party arising from any breach of this Agreement or under any indemnity the indemnities given by this AgreementSections 16.1 or 16.2, shall include any claim by such party against the other for punitive or exemplary damages, indirect or consequential damages, or any claim for pure economic loss, whether or not the other party has been advised of the possibility of pure economic loss, and regardless of whether the action is framed in contract or in negligence; except nothing in this paragraph shall preclude the Contractor from claiming for lost profits as part of a recovery of damages that the Contractor is entitled to under any provision of this Agreement, including without limitation a claim by the Contractor for damages under Section 18.5(b). The Province and the Contractor acknowledge that the Contractor will not be precluded from advancing any 18.9(b) may include a claim or seeking any relief under this Agreement solely by the reason that the Contractor is not liable to the applicable subcontractor identified in Schedule 17 (Subcontractors) under the applicable agreement between the Contractor and such subcontractor identified in Schedule 17 until such claim or relief is granted by the Province to the Contractor under this Agreement. Nothing in this paragraph creates any contract or obligation directly between the Province, the Contractor and the applicable subcontractor identified in Schedule 17for lost profits.

Calculation of and Limitation on Claims. ‌ Where any provision of this Agreement entitles the Contractor to recover damages or losses from the Province upon the occurrence of a specified event, then except as otherwise expressly indicated, the intent is to afford the Contractor the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place the Contractor (and by extension, the subcontractors of the Contractor and persons contracting with the Contractor in relation to the Project Financing) in the same position it would have been in but for the occurrence of the specified event, having regard to the following circumstances and limitations but otherwise without limiting the generality of the foregoing: (a) the obligations and arrangements contemplated by the Contractor’s Proposal (including obligations to and arrangements with parties specified in the Contractor’s Proposal, but also including corresponding obligations to and arrangements with replacement parties), including but not limited to the Contractor’s obligations to its subcontractorssubcontractors and obligations arising in relation to monoline insurance or other arrangements reasonably entered into with a view to credit enhancement, but in each case premised upon breakage costs that are commercially reasonable and consistent with market practice, in accordance with the following: (i) break fees payable to the Contractor’s subcontractors and others contracting with the Contractor must be commercially reasonable, having regard to customarily negotiated break fees between parties at arm’s-arm’s length from one another, and subject in every case to a duty on the part of the subcontractor or other contracting party to mitigate its damages; and (ii) in the case of monoline insurance, break fees shall only be payable to the extent necessary to ensure that the monoline insurer receives a total of 10 years premiums taking into account all premiums paid prior to the occurrence of the specified event, and such break fees shall be calculated using a net present value basis (discounting at the average interest rate on the Senior Debt Financing taking into account Canadian dollar interest rate xxxxxx, if applicable); (b) participation by the Contractor directly, or indirectly by arrangement with the holders of the Project Senior Debt Financing (if under such arrangement the risks and benefits of the hedging flow through to the Contractor), in hedging arrangements specifically in relation to changes in Canadian dollar interest rates (and specifically excluding any foreign exchange transactions), provided: (i) the hedging arrangements are entered into on an arm’s-length basis or else are on commercial terms equivalent to those that would have been available on an arm’s-length basis; (ii) particulars of the hedging arrangements are communicated to the Province within five Business Days after the hedging arrangements are entered into; and (iii) the hedging arrangements are not entered into in anticipation of an imminent termination of this Agreement; and (c) the Contractor’s duty in every instance to take all commercially reasonable measures to mitigate its damages or losses (and the Contractor’s corresponding right to include in its damages or losses the reasonable costs of such measures). Subject to the foregoing, no claim by either party arising from any breach of this Agreement or under any indemnity given by this Agreement, shall include any claim by such party against the other for punitive or exemplary damages, indirect or consequential damages, or any claim for pure economic loss, whether or not the other party has been advised of the possibility of pure economic loss, and regardless of whether the action is framed in contract or in negligence; except nothing in this paragraph shall preclude the Contractor from claiming for lost profits as part of a recovery of damages that the Contractor is entitled to under any provision of this Agreement, including without limitation a claim by the Contractor for damages under Section 18.5(b)18.9(b) may include a claim for lost profits. The Province and the Contractor acknowledge that the Contractor will not be precluded from advancing any claim or seeking any relief under this Agreement solely by the reason that the Contractor is not liable to the applicable subcontractor identified in Schedule 17 (Subcontractors) under the applicable agreement between the Contractor and such subcontractor identified in Schedule 17 until such claim or relief is granted by the Province to the Contractor under this Agreement. Nothing in this paragraph creates any contract or obligation directly between the Province, the Contractor and the applicable subcontractor identified in Schedule 17.

Calculation of and Limitation on Claims. ‌ Where any provision of this Agreement entitles the Contractor to recover damages or losses from the Province upon the occurrence of a specified event, then except as otherwise expressly indicated, the intent is to afford the Contractor the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place the Contractor (and by extension, the subcontractors of the Contractor and persons contracting with the Contractor in relation to the Project Financing) in the same position it would have been in but for the occurrence of the specified event, having regard to the following circumstances and limitations but otherwise without limiting the generality of the foregoing: (a) the obligations and arrangements contemplated by the Contractor’s Proposal (including obligations to and arrangements with parties specified in the Contractor’s Proposal, but also including corresponding obligations to and arrangements with replacement parties), including but not limited to the Contractor’s obligations to its subcontractorssubcontractors and obligations arising in relation to monoline insurance or other arrangements reasonably entered into with a view to credit enhancement, but in each case premised upon breakage costs that are commercially reasonable and consistent with market practice, in accordance with the following: (i) break fees payable to the Contractor’s subcontractors and others contracting with the Contractor must be commercially reasonable, having regard to customarily negotiated break fees between parties at arm’s-arm’s- length from one another, and subject in every case to a duty on the part of the subcontractor or other contracting party to mitigate its damages; and (ii) in the case of monoline insurance, break fees shall only be payable to the extent necessary to ensure that the monoline insurer receives a total of 10 years premiums taking into account all premiums paid prior to the occurrence of the specified event, and such break fees shall be calculated using a net present value basis (discounting at the average interest rate on the Senior Debt Financing taking into account Canadian dollar interest rate xxxxxx, if applicable); (b) participation by the Contractor directly, or indirectly by arrangement with the holders of the Project Senior Debt Financing (if under such arrangement the risks and benefits of the hedging flow through to the Contractor), in hedging arrangements specifically in relation to changes in Canadian dollar interest rates (and specifically excluding any foreign exchange transactions), provided: (i) the hedging arrangements are entered into on an arm’s-length basis or else are on commercial terms equivalent to those that would have been available on an arm’s-length basis; (ii) particulars of the hedging arrangements are communicated to the Province within five Business Days after the hedging arrangements are entered into; and (iii) the hedging arrangements are not entered into in anticipation of an imminent termination of this Agreement; and (c) the Contractor’s duty in every instance to take all commercially reasonable measures to mitigate its damages or losses (and the Contractor’s corresponding right to include in its damages or losses the reasonable costs of such measures). Subject to the foregoing, no claim by either party arising from any breach of this Agreement or under any indemnity given by this Agreement, shall include any claim by such party against the other for punitive or exemplary damages, indirect or consequential damages, or any claim for pure economic loss, whether or not the other party has been advised of the possibility of pure economic loss, and regardless of whether the action is framed in contract or in negligence; except nothing in this paragraph shall preclude the Contractor from claiming for lost profits as part of a recovery of damages that the Contractor is entitled to under any provision of this Agreement, including without limitation a claim by the Contractor for damages under Section 18.5(b18.9(b). The Province and the Contractor acknowledge that the Contractor will not be precluded from advancing any claim or seeking any relief under this Agreement solely by the reason that the Contractor is not liable to the applicable subcontractor identified in Schedule 17 (Subcontractors) under the applicable agreement between the Contractor and such subcontractor identified in Schedule 17 until such claim or relief is granted by the Province to the Contractor under this Agreement. Nothing in this paragraph creates any contract or obligation directly between the Province, the Contractor and the applicable subcontractor identified in Schedule 17.

Calculation of and Limitation on Claims. ‌ Where any provision of this Agreement entitles the Contractor to recover damages or losses from the Province upon the occurrence of a specified event, then except as otherwise expressly indicated, the intent is to afford the Contractor the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place the Contractor (and by extension, the subcontractors of the Contractor and persons contracting with the Contractor in relation to the Project FinancingContractor) in the same position it would have been in but for the occurrence of the specified event, having regard to the following circumstances and limitations but otherwise without limiting the generality of the foregoing: (a) the obligations and arrangements contemplated by the Contractor’s Proposal (including obligations to and arrangements with parties specified in the Contractor’s Proposal, but also including corresponding obligations to and arrangements with replacement parties), including but not limited to the Contractor’s obligations to its subcontractors, but in each case premised upon break fees payable to the Contractor’s subcontractors and others contracting with the Contractor must be commercially reasonable, having regard to customarily negotiated break fees between parties at arm’s-arm’s length from one another, and subject in every case to a duty on the part of the subcontractor or other contracting party to mitigate its damages; (b) participation by the Contractor directly, or indirectly by arrangement with the holders of the Project Financing (if under such arrangement the risks and benefits of the hedging flow through to the Contractor), in hedging arrangements specifically in relation to changes in Canadian dollar interest rates (and specifically excluding any foreign exchange transactions), provided: (i) the hedging arrangements are entered into on an arm’s-length basis or else are on commercial terms equivalent to those that would have been available on an arm’s-length basis; (ii) particulars of the hedging arrangements are communicated to the Province within five Business Days after the hedging arrangements are entered into; and (iii) the hedging arrangements are not entered into in anticipation of an imminent termination of this Agreement; and (cb) the Contractor’s duty in every instance to take all commercially reasonable measures to mitigate its damages or losses (and the Contractor’s corresponding right to include in its damages or losses the reasonable costs of such measures). Subject to the foregoing, no claim by either party arising from any breach of this Agreement or under any indemnity given by this Agreement, shall include any claim by such party against the other for punitive or exemplary damages, indirect or consequential damages, or any claim for pure economic loss, whether or not the other party has been advised of the possibility of pure economic loss, and regardless of whether the action is framed in contract or in negligence; except nothing in this paragraph shall preclude . Notwithstanding the Contractor from claiming for lost profits as part of a recovery of damages that the Contractor foregoing sentence, where either party is entitled pursuant to under any provision of this AgreementAgreement to claim against the other for indemnification for a third party claim, including without limitation a such claim by the Contractor for damages under Section 18.5(b)indemnification may include such third party’s claim for punitive or exemplary damages, indirect or consequential damages, or for economic loss. The Province and the Contractor acknowledge that the Contractor will not be precluded from advancing any claim or seeking any relief under this Agreement solely by the reason that the Contractor is not liable to the applicable subcontractor identified in Schedule 17 13 (Subcontractors) under the applicable agreement between the Contractor and such subcontractor identified in Schedule 17 13 (Subcontractors) until such claim or relief is granted by the Province to the Contractor under this Agreement. Nothing in this paragraph creates any contract or obligation directly between the Province, the Contractor and the applicable subcontractor identified in Schedule 1713 (Subcontractors).