Common use of Compensation Events Clause in Contracts

Compensation Events. 22.1. The Compensation events are the events the risk of which according to the Agreement, including the Annex No. 4 to the Agreement the Matrix of Risk distribution between Parties is exclusively or partially attributed to the Granting institution, and which are specified bellow, the consequences of which do not have to be compensated and / or remunerated by other persons, and / or which have not resulted from the actions of the Investor or the Concessionaire, or their Associated persons, or Sub- Suppliers, or other entities employed by the Concessionaire for the performance of the Agreement, with the exception of actions which were intended to avoid the Compensation event or its affect on the increase in the Investments or the costs, associated with the provision of the Services, provided in the Financial activity model, should the caused loses, or the increase in the Investments or the Costs, associated with the provision of the Services were bigger: 22.1.1. new legislation, imposing additional requirements for the performance of Works and / or provision of Services are changed or passed due to which it becomes necessary to perform Additional works and / or services, to change the ways and means of Service provision, and when such legislation is classified as the Fundamental legislative changes; 22.1.2. replacing or accepting new legislation exclusively governing the activities of the Concessionaire, for which the Concessionaire is compelled to incur unplanned expenses for the implementation of the Contract, and when such legal acts are classified as substantive changes to the legislation; 22.1.3. The Property is transferred or handed over to the third party for control or use or is awarded by a court decision (except in cases specified in the Agreement), but only if this does not constitute grounds for termination of the Agreement on the grounds specified in its paragraph No. 40. 22.1.4. it is not objectively possible to perform the Works or to provide the Services in whole or in part because the Granting Authority fails to fulfill its obligations under the Contract, not in accordance with the Contractor's obligations under the Treaty in the event of non- execution or unlawful actions; 22.1.5. partial or complete performance of the Works or provision of Services, is objectively impossible due to any restrictions of ownership rights with respect to the Property; 22.1.6. partial or complete performance of the Works is objectively impossible due to any restrictions of ownership rights with respect to the Land plot; 22.1.7. Objectively, it is not objectively possible to perform the Works objectively because of unauthorized acts or omissions of public administration entities delaying the issuance of the necessary documents for designing, although they have received from the Concessionaire all documents compliant with legal acts (without a dispute regarding the content of documents) to the entity of public administration; 22.1.8. it is objectively impossible to perform all or part of the Works due to transactions concluded by the Granting institution with third parties, if this results in delays in the performance of the Works or the Property; 22.1.9. the circumstances of the Force majeure occur. In this case, the Grant is obliged to [determine the size, recommended - 50 (fifty)]% of the consequences of the risk, unless the Contractor has or should be insured against particular circumstances of force majeure, in which case the risk of the consequences of all circumstances of force majeure falls on the Concessionaire; 22.1.10. the value added tax rate changes. 22.2. Losses incurred by the Concessionaire due to the Compensation event shall be compensated by to the share of risk assumed by the Granting institution. 22.3. Upon the occurrence of the Compensation event, the Concessionaire must notify in writing the Granting institution immediately, but not later than within [specify the term, recommended is 5 (five) Business days] from the moment when it became aware (or should have became aware), and no later than within [specify the term, recommended is 21 (twenty one) day] from the Compensation event submit to the Granting institution the documents supporting the Compensation Event, proving its impact on the size of the Investments specified in the Financial activity model or on the deadlines established by the Parties in the Agreement or the Tender. Failure to notify the Definition of a Compensation Event for objective reasons beyond the control of the Concessionaire does not invalidate the Concessionaire's right to compensation. 22.4. Within [specify the term, recommended is 15 (fifteen) days] from the receipt of the documents, confirming the incurred losses and the size thereof, or the necessity to extend the established deadlines, the Granting institution must make the motivated decision regarding the confirmation of the Compensation Event or the motivated refusal to do so. 22.5. Upon confirmation of the Compensation Event the following are compensated to the Concessionaire: 22.5.1. if due to the Compensation Event the Investments into the Property increase – the increase of such Investments is necessary to ensure the sustained Internal rate of return; 22.5.2. if due to the Compensation Event the costs of the Concessionaire, related to the Service provision increase – the increase of such costs is necessary to ensure the sustained Internal rate of return; 22.5.3. [if applicable If due to the Compensation Event the reasonable income of the Concessionaire, related to the Service provision decrease – the decrease of such income is necessary to ensure the sustained Internal rate of return;] 22.6. Compensation specified in the paragraph No. 22.5 of the Agreement is calculated and paid in accordance to the annex No. 3 to the Agreement Terms of settlement and payments. 22.7. The parties confirm the joint understanding that after the performance of Change or exercising of the right for the performance of Additional works and /or the services and payment for them according to the terms set forth in the paragraphs 16 and 17 of the Agreement, the additional compensations for the same thing, i.e. the second time for the same thing, are not paid to the Concessionaire according to the terms set forth in this paragraph 22 of the Agreement. 22.8. After the confirmation of the Compensation event for the period which is necessary to rectify the consequences of the Compensation event, the term of the Agreement coming into force specified in the paragraph 3 of the Agreement, the terms of the completion of Works specified in the paragraph 4.1 of the Agreement, or the terms of the commencement of Service provision specified in the paragraph 4.2 of the Agreement, or other timeframes specified in the Agreement, Specifications, the Tender, or agreed by the Parties, are extended respectively, except for the term of this Agreement. 22.9. If the Concessionaire presents the notice about the Compensation Event without observing the deadline set forth in the paragraph 22.3 of the Agreement, the compensation for the missed deadline is not paid, and in case of extension of the deadlines, such period is included into the extended deadline. 22.10. Any disputes between the Parties regarding the existence of the Compensation Event, the size of the compensation and terms of payment, postponement of the deadlines, and its duration are resolved according to the procedure of dispute resolution set forth in the paragraph 53 of the Agreement. 22.11. In case of the Compensation event of which the Concessionaire notified the Granting institution by dully submitting the notice and documents confirming this Compensation event according to the terms set forth in the paragraph 22.3 of the Agreement, the liability specified in the paragraph 48 of the Agreement and grounds for the termination of the Agreement specified in the paragraph 40 of the Agreement do not apply to the Concessionaire for that period of the Compensation event that was duly reported and documents confirming this Compensation event were submitted according to the procedure specified in the paragraph 22.3 of the Agreement.

Compensation Events. 22.1. The Compensation events are the events the risk of which according to the Agreement, including the Annex No. 4 to the Agreement the Matrix of Risk distribution between Parties is exclusively or partially attributed to the Granting institutionPrivate partner, and which are specified bellow, the consequences of which do not have to be compensated and / or remunerated by other persons, and / or which have not resulted from the actions of the Investor or the ConcessionairePrivate partner, or their Associated persons, or Sub- Sub-Suppliers, or other entities employed by the Concessionaire Private partner for the performance of the Agreement, with the exception of actions which were intended to avoid the Compensation event or its affect on the increase in the Investments or the costs, associated with the provision of the Services, provided in the Financial activity model, should the caused loses, or the increase in the Investments or the Costs, associated with the provision of the Services were bigger:: 22.1.1. new legislation, imposing additional requirements for the performance of Works and / or provision of Services are changed or passed due to which it becomes necessary to perform Additional works and / or services, to change the ways and means of Service provision, and when such legislation is classified as the Fundamental legislative changes; 22.1.2. replacing or accepting new legislation exclusively governing the activities of the ConcessionairePrivate partner, for which the Concessionaire Private partner is compelled to incur unplanned expenses for the implementation of the Contract, and when such legal acts are classified as substantive changes to the legislation; 22.1.3. The Property is transferred or handed over to the third party for control or use or is awarded by a court decision (except in cases specified in the Agreement), but only if this does not constitute grounds for termination of the Agreement on the grounds specified in its paragraph No. 40.Error! Reference source not found.. 22.1.4. it is not objectively possible to perform the Works or to provide the Services in whole or in part because the Granting Authority Public partner fails to fulfill its obligations under the Contract, not in accordance with the Contractor's obligations under the Treaty in the event of non- non-execution or unlawful actions; 22.1.5. partial or complete performance of the Works or provision of Services, is objectively impossible due to any restrictions of ownership rights with respect to the Property; 22.1.6. partial or complete performance of the Works is objectively impossible due to any restrictions of ownership rights with respect to the Land plot; 22.1.7. Objectively, it is not objectively possible to perform the Works objectively because of unauthorized acts or omissions of public administration entities delaying the issuance of the necessary documents for designing, although they have received from the Concessionaire Private partner all documents compliant with legal acts (without a dispute regarding the content of documents) to the entity of public administration; 22.1.8. it is objectively impossible to perform all or part of the Works due to transactions concluded by the Granting institution Public partner with third parties, if this results in delays in the performance of the Works or the Property; 22.1.9. the circumstances of the Force majeure occur. In this case, the Grant is obliged to [determine the size, recommended - 50 (fifty)]% of the consequences of the risk, unless the Contractor has or should be insured against particular circumstances of force majeure, in which case the risk of the consequences of all circumstances of force majeure falls on the ConcessionairePrivate partner; 22.1.10. the value added tax rate changes. 22.2. Losses incurred by the Concessionaire due to the Compensation event shall be compensated by to the share of risk assumed by the Granting institution. 22.3. Upon the occurrence of the Compensation event, the Concessionaire Private partner must notify in writing the Granting institution Public partner immediately, but not later than within [specify the term, recommended is 5 (five) Business days] from the moment when it became aware (or should have became aware), and no later than within [specify the term, recommended is 21 (twenty one) day] from the Compensation event submit to the Granting institution Public partner the documents supporting the Compensation Event, proving its impact on the size of the Investments specified in the Financial activity model or on the deadlines established by the Parties in the Agreement or the Tender. Failure to notify the Definition of a Compensation Event for objective reasons beyond the control of the Concessionaire Private partner does not invalidate the ConcessionairePrivate partner's right to compensation. 22.422.3. Within [specify the term, recommended is 15 (fifteen) days] from the receipt of the documents, confirming the incurred losses and the size thereof, or the necessity to extend the established deadlines, the Granting institution Private partner must make the motivated decision regarding the confirmation of the Compensation Event or the motivated refusal to do so. 22.522.4. Upon confirmation of the Compensation Event the following are compensated to the ConcessionairePrivate partner: 22.5.122.4.1. if If due to the Compensation Event the Investments into the Property increase – the increase of such Investments is necessary to ensure the sustained Internal rate of return; 22.5.222.4.2. if If due to the Compensation Event the costs of the ConcessionairePrivate partner, related to the Service provision increase – the increase of such costs is necessary to ensure the sustained Internal rate of return; 22.5.3. [if applicable If due to the Compensation Event the reasonable income of the Concessionaire, related to the Service provision decrease – the decrease of such income is necessary to ensure the sustained Internal rate of return;] 22.622.5. Compensation specified in the paragraph No. 22.5 22.4 of the Agreement is calculated and paid in accordance to the annex No. 3 to the Agreement Terms of settlement and payments. 22.722.6. The parties confirm the joint understanding that after the performance of Change or exercising of the right for the performance of Additional works and /or the services and payment for them according to the terms set forth in the paragraphs 16 and 17 of the Agreement, the additional compensations for the same thing, i.e. the second time for the same thing, thing are not paid to the Concessionaire Private partner according to the terms set forth in this paragraph 22 of the Agreement. 22.822.7. After the confirmation of the Compensation event for the period which is necessary to rectify the consequences of the Compensation event, the term of the Agreement coming into force specified in the paragraph 3 of the Agreement, the terms of the completion of Works specified in the paragraph 4.1 of the Agreement, or the terms of the commencement of Service provision specified in the paragraph 4.2 of the Agreement, or other timeframes specified in the Agreement, Specifications, the Tender, or elsewhere in the Agreement or agreed by the Parties, are extended respectivelyextended, except for the maximum expiration term of this AgreementAgreement set herein. 22.922.8. If the Concessionaire Private partner presents the notice about the Compensation Event without observing the deadline set forth in the paragraph 22.3 22.2 of the Agreement, the compensation for the missed deadline is not paid, and in case of extension of the deadlines, such period is included into the extended deadline. 22.1022.9. Any disputes between the Parties regarding the existence of the Compensation Event, the size of the compensation and terms of payment, postponement of the deadlines, and its duration are resolved according to the procedure of dispute resolution set forth in the paragraph 53 of the Agreement. 22.1122.10. In case of the Compensation event of which the Concessionaire Private partner notified the Granting institution Public partner by dully submitting the notice and documents confirming this Compensation event according to the terms set forth in the paragraph 22.3 22.2 of the Agreement, the liability specified in the paragraph 48 of the Agreement and grounds for the termination of the Agreement specified in the paragraph 40 of the Agreement do not apply to the Concessionaire Private partner for that period of the Compensation event that was duly reported and documents confirming this Compensation event were submitted according to within the procedure deadlines specified in the paragraph 22.3 22.2 of the Agreement.