Changes in Assumptions. The Reference Tariff has been established based upon the following assumptions (the “Assumptions”) set out in paragraphs (i) to (xv) below: (i) Expatriate employees of the Company shall be exempt from tax or withholding tax in Bangladesh payable on or deducted from their income received from the Company in connection with work on the Project for a period of three (3) years commencing on the date of each such employee’s first entry into Bangladesh as an employee of the Company. (ii) Where the Company maintains its existence as a company organised under the laws of Bangladesh operating exclusively as a power generation company, the Company shall, commencing on the Commercial Operations Date and continuing until the fifteenth (15th) anniversary of the Commercial Operations Date, be exempt from taxation or withholding tax in Bangladesh on its income from the sale of Dependable Capacity and Net Energy Output under the Power Purchase Agreement (or on any payments received by the Company in lieu thereof). (iii) Interest payments and fees payable to foreign Lenders under the Financing Documents shall be exempt from tax or withholding tax in Bangladesh during the term of the Power Purchase Agreement. (iv) The Company and its Contractors: (A) prior to the Commercial Operations Date shall be allowed to import plant and equipment (other than office and household equipment) to be permanently incorporated into the Facility or required for the construction, Commissioning, testing, operation and maintenance of the Facility without payment of any Taxes; and (B) shall be exempt from the payment of any Taxes, including Custom Duties and VAT, on spare parts or repaired or refurbished parts imported during the period commencing on the date hereof and continuing until the twelfth (12th) anniversary of the Commercial Operations Date and incorporated from time to time into the Facility during the Term; provided, that the imported spare parts or repaired or refurbished parts exempted from Taxes hereunder shall have a cost (which in the case of repaired or refurbished parts shall be expressly limited to the cost of material and parts used or added to the repaired or refurbished part or parts in connection with such repair or refurbishment) plus transportation cost, of not greater than ten percent (10%) of the total equipment cost (cost plus transportation cost) for the construction of the Facility (excluding the cost plus transportation cost of spare parts). (v) Not used. (vi) The Company shall be exempt from any imposition of Taxes on the sale of Dependable Capacity or Net Energy Output to BPDB under this Agreement. (vii) Where the Company is a public limited company under the laws of Bangladesh, the Foreign Investors of the Company shall, so long as such Foreign Investors are also exempt from the payment of such capital gains taxes in the jurisdiction of their domicile, be exempt from the payment of capital gains tax in Bangladesh in respect of a transfer or disposal of Ordinary Share Capital of the Company during the term of the Power Purchase Agreement. (viii) Subject always to the other assumptions set out in this Section 13.1(e), the Foreign Investors of the Company will be governed by the bilateral tax treaties or other bilateral arrangements between the GOB and their respective countries of at [ ]6 domicile as and thereafter from time to time; provided, that: (A) the withholding taxes on the dividends received by it from the Company shall not exceed ten (10) percent of the dividend amount and in the event that the actual local withholding tax rate is lower, the lower local rate will apply; (B) such treaties or arrangements are no less favourable towards the Foreign Investors than those applicable and in existence on [ 20xx]7, if any; and (C) if there is no bilateral tax treaty between Bangladesh and any Foreign Investors ‘s country of residence, the Foreign Investor will be taxed in accordance with the laws of Bangladesh as were applicable on [ 20xx]8. (ix) Power generation has been declared by the GOB as an “industry” and, accordingly, the Company shall be eligible for all other concessions which were available to industrial projects in Bangladesh on [ 20xx]9 under and in accordance with the Laws of Bangladesh during the term of this Agreement.
Appears in 1 contract
Samples: Power Purchase Agreement
Changes in Assumptions. The Reference Tariff has been established based upon the following assumptions (the “Assumptions”) set out in paragraphs (i) to (xv) below:
(i) Expatriate employees of the Company shall be exempt from tax or withholding tax in Bangladesh payable on or deducted from their income received from the Company in connection with work on the Project for a period of three (3) years commencing on the date of each such employee’s first entry into Bangladesh as an employee of the Company.
(ii) Where the Company maintains its existence as a company organised under the laws of Bangladesh operating exclusively as a power generation company, the Company shall, commencing on the Commercial Operations Date and continuing until the fifteenth (15th) anniversary of the Commercial Operations Date, be exempt from taxation or withholding tax in Bangladesh on its income from the sale of Dependable Capacity and Net Energy Output under the Power Purchase Agreement (or on any payments received by the Company in lieu thereof).
(iii) Interest payments and fees payable to foreign Lenders under the Financing Documents shall be exempt from tax or withholding tax in Bangladesh during the term of the Power Purchase Agreement.
(iv) The Company and its Contractors:
(A) prior to the Commercial Operations Date shall be allowed to import plant and equipment (other than office and household equipment) to be permanently incorporated into the Facility or required for the construction, Commissioning, testing, operation and maintenance of the Facility without payment of any Taxes; and
(B) shall be exempt from the payment of any Taxes, including Custom Duties and VAT, on spare parts or repaired or refurbished parts imported during the period commencing on the date hereof and continuing until the twelfth (12th) anniversary of the Commercial Operations Date and incorporated from time to time into the Facility during the Term; provided, that the imported spare parts or repaired or refurbished parts exempted from Taxes hereunder shall have a cost (which in the case of repaired or refurbished parts shall be expressly limited to the cost of material and parts used or added to the repaired or refurbished part or parts in connection with such repair or refurbishment) plus transportation cost, of not greater than ten percent (10%) of the total equipment cost (cost plus transportation cost) for the construction of the Facility (excluding the cost plus transportation cost of spare parts).
(v) Not used.
(vi) The Company shall be exempt from any imposition of Taxes on the sale of Dependable Capacity or Net Energy Output to BPDB under this Agreement.
(vii) Where the Company is a public limited company under the laws of Bangladesh, the Foreign Investors of the Company shall, so long as such Foreign Investors are also exempt from the payment of such capital gains taxes in the jurisdiction of their domicile, be exempt from the payment of capital gains tax in Bangladesh in respect of a transfer or disposal of Ordinary Share Capital of the Company during the term of the Power Purchase Agreement.
(viii) Subject always to the other assumptions set out in this Section 13.1(e), the Foreign Investors of the Company will be governed by the bilateral tax treaties or other bilateral arrangements between the GOB and their respective countries of at [ ]6 domicile as and thereafter from time to time; provided, that:
(A) the withholding taxes on the dividends received by it from the Company shall not exceed ten (10) percent of the dividend amount and in the event that the actual local withholding tax rate is lower, the lower local rate will apply;
(B) such treaties or arrangements are no less favourable towards the Foreign Investors than those applicable and in existence on [ 20xx]7, if any; and
(C) if there is no bilateral tax treaty between Bangladesh and any Foreign Investors ‘s country of residence, the Foreign Investor will be taxed in accordance with the laws of Bangladesh as were applicable on [ 20xx]8.
(ix) Power generation has been declared by the GOB as an “industry” and, accordingly, the Company shall be eligible for all other concessions which were available to industrial projects in Bangladesh on [ 20xx]9 under and in accordance with the Laws of Bangladesh during the term of this Agreement.their
Appears in 1 contract
Samples: Power Purchase Agreement
Changes in Assumptions. The Reference Tariff has been established based upon the following assumptions (the “Assumptions”) set out in paragraphs (i) to (xv) below:
(i) Expatriate employees of the Company shall be exempt from tax or withholding tax in Bangladesh payable on or deducted from their income received from the Company in connection with work on the Project for a period of three (3) years commencing on the date of each such employee’s first entry into Bangladesh as an employee of the Company.
(ii) Where the Company maintains its existence as a company organised under the laws of Bangladesh operating exclusively as a power generation company, the Company shall, commencing on the Commercial Operations Date and continuing until the fifteenth (15th) anniversary of the Commercial Operations Date, be exempt from taxation or withholding tax in Bangladesh on its income from the sale of Dependable Capacity and Net Energy Output under the Power Purchase Agreement (or on any payments received by the Company in lieu thereof).
(iii) Interest payments and fees payable to foreign Lenders under the Financing Documents shall be exempt from tax or withholding tax in Bangladesh during the term of the Power Purchase Agreement.
(iv) The Company and its Contractors:
(A) prior to the Commercial Operations Date shall be allowed to import plant and equipment (other than office and household equipment) to be permanently incorporated into the Facility or required for the construction, Commissioning, testing, operation and maintenance of the Facility without payment of any Taxes; and
(B) shall be exempt from the payment of any Taxes, including Custom Duties and VAT, on spare parts or repaired or refurbished parts imported during the period commencing on the date hereof and continuing until the twelfth (12th) anniversary of the Commercial Operations Date and incorporated from time to time into the Facility during the Term; provided, that the imported spare parts or repaired or refurbished parts exempted from Taxes hereunder shall have a cost (which in the case of repaired or refurbished parts shall be expressly limited to the cost of material and parts used or added to the repaired or refurbished part or parts in connection with such repair or refurbishment) plus transportation cost, of not greater than ten percent (10%) of the total equipment cost (cost plus transportation cost) for the construction of the Facility (excluding the cost plus transportation cost of spare parts).
(v) Not used.
(vi) The Company shall be exempt from any imposition of Taxes on the sale of Dependable Capacity or Net Energy Output to BPDB under this Agreement.
(vii) Where the Company is a public limited company under the laws of Bangladesh, the Foreign Investors of the Company shall, so long as such Foreign Investors are also exempt from the payment of such capital gains taxes in the jurisdiction of their domicile, be exempt from the payment of capital gains tax in Bangladesh in respect of a transfer or disposal of Ordinary Share Capital of the Company during the term of the Power Purchase Agreement.
(viii) Subject always to the other assumptions set out in this Section 13.1(e), the Foreign Investors of the Company will be governed by the bilateral tax treaties or other bilateral arrangements between the GOB and their respective countries of domicile as at [ ]6 domicile as and thereafter from time to time; provided, that:
(A) the withholding taxes on the dividends received by it from the Company shall not exceed ten (10) percent of the dividend amount and in the event that the actual local withholding tax rate is lower, the lower local rate will apply;
(B) such treaties or arrangements are no less favourable towards the Foreign Investors than those applicable and in existence on [ 20xx]7, if any; and[
(C) if there is no bilateral tax treaty between Bangladesh and any Foreign Investors ‘s country of residence, the Foreign Investor will be taxed in accordance with the laws of Bangladesh as were applicable on [ 20xx]8.
(ix) Power generation has been declared by the GOB as an “industry” and, accordingly, the Company shall be eligible for all other concessions which were available to industrial projects in Bangladesh on [ 20xx]9 under and in accordance with the Laws of Bangladesh during the term of this Agreement.[
Appears in 1 contract
Samples: Power Purchase Agreement
Changes in Assumptions. The Reference Tariff has been established based upon the following assumptions (the “Assumptions”) set out in paragraphs (i) to (xv) below:
(i) Expatriate employees of the Company shall be exempt from tax or withholding tax in Bangladesh payable on or deducted from their income received from the Company in connection with work on the Project for a period of three (3) years commencing on the date of each such employee’s first entry into Bangladesh as an employee of the Company.
(ii) Where the Company maintains its existence as a company organised under the laws of Bangladesh operating exclusively as a power generation company, the Company shall, commencing on the Commercial Operations Date and continuing until the fifteenth (15th) anniversary of the Commercial Operations Date, be exempt from taxation or withholding tax in Bangladesh on its income from the sale of Dependable Capacity and Net Energy Output under the Power Purchase Agreement (or on any payments received by the Company in lieu thereof).
(iii) Interest payments and fees payable to foreign Lenders under the Financing Documents shall be exempt from tax or withholding tax in Bangladesh during the term of the Power Purchase Agreement.
(iv) The Company and its Contractors:
(A) prior to the Commercial Operations Date shall be allowed to import plant and equipment (other than office and household equipment) to be permanently incorporated into the Facility or required for the construction, Commissioning, testing, operation and maintenance of the Facility without payment of any Taxes; and
(B) shall be exempt from the payment of any Taxes, including Custom Duties and VAT, on spare parts or repaired or refurbished parts imported during the period commencing on the date hereof and continuing until the twelfth (12th) anniversary of the Commercial Operations Date and incorporated from time to time into the Facility during the Term; provided, that the imported spare parts or repaired or refurbished parts exempted from Taxes hereunder shall have a cost (which in the case of repaired or refurbished parts shall be expressly limited to the cost of material and parts used or added to the repaired or refurbished part or parts in connection with such repair or refurbishment) plus transportation cost, of not greater than ten percent (10%) of the total equipment cost (cost plus transportation cost) for the construction of the Facility (excluding the cost plus transportation cost of spare parts).
(v) Not used.
(vi) The Company shall be exempt from any imposition of Taxes on the sale of Dependable Capacity or Net Energy Output to BPDB under this Agreement.
(vii) Where the Company is a public limited company under the laws of Bangladesh, the Foreign Investors of the Company shall, so long as such Foreign Investors are also exempt from the payment of such capital gains taxes in the jurisdiction of their domicile, be exempt from the payment of capital gains tax in Bangladesh in respect of a transfer or disposal of Ordinary Share Capital of the Company during the term of the Power Purchase Agreement.
(viii) Subject always to the other assumptions set out in this Section 13.1(e), the Foreign Investors of the Company will be governed by the bilateral tax treaties or other bilateral arrangements between the GOB and their respective countries of at [ ]6 domicile as and thereafter from time to time; provided, that:
(A) the withholding taxes on the dividends received by it from the Company shall not exceed ten (10) percent of the dividend amount and in the event that the actual local withholding tax rate is lower, the lower local rate will apply;
(B) such treaties or arrangements are no less favourable towards the Foreign Investors than those applicable and in existence on [ 20xx]7, if any; andand 6 Insert date of bid. 7 Insert date of bid.
(C) if there is no bilateral tax treaty between Bangladesh and any Foreign Investors ‘s country of residence, the Foreign Investor will be taxed in accordance with the laws of Bangladesh as were applicable on [ 20xx]8.
(ix) Power generation has been declared by the GOB as an “industry” and, accordingly, the Company shall be eligible for all other concessions which were available to industrial projects in Bangladesh on [ 20xx]9 under and in accordance with the Laws of Bangladesh during the term of this Agreement.
(x) Any direct foreign collaborators, companies and experts of the Company involved in the Project shall be exempt from tax and withholding tax on such of their income as is paid to it by the Company as “royalties” or as “technical know how fees” or as “technical assistance fees” in connection with the Project during the term of the Power Purchase Agreement.
(xi) The GOB shall permit remittance of up to fifty percent (50%) of the salary of the expatriate employees employed in Bangladesh by the Company or the Contractors and the GOB shall provide all requisite facilities for repatriation of their savings and retirement benefits at the time of their departure from Bangladesh.
(xii) Subject always to the other assumptions set out in this Section 13.1(e), the Company, Lenders and the Contractors shall be governed by the applicable double taxation treaties or other bilateral arrangements between the GOB and [ 20xx]10 their respective countries of domicile as at and thereafter from time to time; provided, that such treaties and arrangements are no less favourable than those applicable and in existence on [ 20xx]11, if any, during the Term.
(xiii) The GOB shall exempt the Company and the Contractor from purchasing any insurance or reinsurance for the Project from Sadharan Bima Corporation or any other local insurance company and allow the Company at its sole discretion to procure insurance and reinsurance from insurance companies outside Bangladesh for the Project.
(xiv) In addition to the exemptions from or reductions in the rate of Taxes payable in Bangladesh expressly provided in Sections (i) through (xiv), there shall be no change (whether by way of an increase in the rate of an existing Tax or duty or by way of an assessment of a Tax or duty not in existence on [ 20xx]12, or otherwise) in the Taxes or sales or excise duties or withholding taxes, [ 20xx]13, from those in effect on imposed directly upon the 8 Insert date of bid. 9 Insert date of bid. 10 Insert date of bid. 11 Insert date of bid. 12 Insert date of bid. 13 Insert date of bid. Company (including its employees) by any Government Authority or, where the Company is required to reimburse or compensate the Lenders, on the Lenders in connection with loans for the financing of the Project or where the Company is required to reimburse the Contractors (including its employee) or the other entities listed in Section 13.1(e)(xvi) below, on the Contractors (including its employees) in respect of the construction, operation or maintenance of the Facility or the entities listed in Section 13.1(e)(xvi) below, for any Year (or portion thereof) up to the Commercial Operations Date, and, thereafter, for any Year after the Commercial Operations Date that exceed Taka 2,500,000 (two million and five hundred thousand) (and for part of a Year such amount shall be reduced by multiplying Taka 2,500,000 by the number of Days remaining in such part Year and dividing by 365 Days).
(xv) Consequences of Change in Assumptions (aa) If and to the extent that any of the Assumptions in Section 13.1(e)(ii) through 13.1(e)(xv) shall be or shall become invalid or inapplicable or shall vary; and give rise (whether directly or indirectly) to an increase in expenditure or to any increase in withholding tax payable by (1) the Company; or (2) the Company’s or Contractor’s employees; or (3) the Contractors; or (4) the foreign Lenders or the entities listed in Section 13.1(e)(xi); (and as a result thereof, the Company is required to reimburse the Lenders or the Contractors or the entities listed in Section 13.1(e)(xi) under the Financing Documents or the Construction Contract or the O&M Agreement or any other agreements relating to the Project), such variations in expenditure or such amounts paid by way of withholding tax (net of any Tax refunds or rebates or Tax offsets received by or applicable to the Company, the Contractors or the foreign Lenders, and in the case of Section 13.1(e)(xv) after the Commercial Operations Date in excess of the threshold amount provided therein) shall be offset by an adjustment in the Reference Capacity Price.
Appears in 1 contract
Samples: Power Purchase Agreement
