Common use of Double Jeopardy under Certain Project Agreements Clause in Contracts

Double Jeopardy under Certain Project Agreements. (a) Except Disputes or breaches related to Section 2.3, Article XII, Article XIV, and Article XVI of the Energy Purchase Agreement, any settlement or waiver in writing: (i) by the Purchaser of any dispute or breach under the Energy Purchase Agreement; or (ii) by the AEDB (after taking into consideration any requisite settlement or waiver under the Master Lease) of any dispute or breach under the Site Sub-lease, shall be binding on the GOP with respect to an issue or claim, as the case may be, based on the same facts or acts or omissions by the Seller. Settlement or waiver of any dispute or breach related to Section 2.3, and Article XII, Article XIV, and Article XVI of the Energy Purchase Agreement shall be effective only if agreed to, in writing, by both the Purchaser and the GOP. (b) Notwithstanding any other provision in this Agreement to the contrary, the Purchaser shall be responsible in the first instance for pursuing any claim against the Seller based upon a failure of the Seller to satisfy its obligations under the Energy Purchase Agreement. The GOP shall not bring (or other than through the Purchaser, cause any proceedings to be brought) against the Seller for any breach of its obligations under Article III (Implementation of Implementation Agreement 24 the Project) and Section 4.1 (Acquisition by the Seller of Site and Transportation) and Section 4.2 (Applications by the Seller for Consents) (to the extent such Articles and Sections relate to substantially similar obligations of the Seller under the Energy Purchase Agreement) or Article XI (Assignment and Security) of this Agreement, if the Purchaser has pursued, or is then pursuing, a claim or claims against the Seller based upon an alleged breach of the Energy Purchase Agreement. A final, non-appealable order issued in a proceeding initiated by the Purchaser and based upon a claim of a breach of the Energy Purchase Agreement, shall preclude any proceedings against the Seller that the GOP could otherwise bring for breach by the Seller of substantially the same obligations under this Agreement. Nothing in this Section 7.3 (Double Jeopardy under Certain Project Agreements) shall prevent the GOP and the Purchaser from separately initiating proceedings to terminate this Agreement and the Energy Purchase Agreement, respectively, pursuant to Section 14.1(a) and Section 14.2 (Termination Notices) of this Agreement and Section 16.1 and Section 16.4 of the Energy Purchase Agreement. (c) Notwithstanding any other provision in this Agreement to the contrary, the AEDB shall be responsible in the first instance for pursuing any claim against the Seller based upon a failure of the Seller to satisfy its obligations under the Site Sub-lease. The GOP shall not bring (or other than through the AEDB, cause any proceedings to be brought) against the Seller for any breach of its obligations under the Site Sub-lease, if the AEDB has pursued, or is then pursuing, a claim or claims against the Seller based upon an alleged breach of the Site Sub-lease. A final, non-appealable order issued in a proceeding initiated by the AEDB and based upon a claim of a breach of the Site Sub- lease, shall preclude any proceedings against the Seller that the GOP could otherwise bring for breach by the Seller of substantially the same obligations under this Agreement. Nothing in this Section 7.3 (Double Jeopardy under Certain Project Agreements) shall prevent the GOP and the AEDB from separately initiating proceedings to terminate this Agreement and the Site Sub-lease, respectively, pursuant to Section 14.1(a) (Termination for Default) and Section 14.2 (Termination Notices) of this Agreement and Article IV of the Site Sub-lease. Implementation Agreement 25

Double Jeopardy under Certain Project Agreements. (a) Except Disputes or breaches related to [Section 2.3, Article XII, Article XIV, and Article XVI XVI]5 of the Energy Purchase Agreement, : (A) any settlement or waiver in writing: writing (i) by the Purchaser of any dispute or breach under the Energy Purchase Agreement; , or (ii) by the AEDB (after taking into consideration any requisite settlement [Provincial Government] / [GOAJ&K] or waiver under the Master Lease) Seller of any dispute or breach under the Site SubLease to the extent such settlement or waiver (1) does not alter or increase the obligations of the GOP under this Agreement, or (2) does not cause the GOP to be in breach of or default under this Agreement, [including a GOP Event of Default under Sections 14.1(b)(iv) or (v)]; (B) provided that the GOP was given reasonable and timely notice of and the opportunity to participate in any proceedings (initiated by the Seller or the Purchaser) concerning any dispute or breach of the Energy Purchase Agreement, any final, non-leaseappealable order or award issued or given in any such proceedings, shall be binding on the GOP with respect to an issue or claimclaim been settled or waived, or award been issued, as the case may be, based on the same facts or acts or omissions by the Seller. Settlement or waiver of any dispute Dispute or breach related to Section 2.3, and Article XII, Article XIV, and Article XVI of the Energy Purchase Agreement shall be effective only if agreed to, in writing, by both the Purchaser and the GOP. The GOP hereby consents, at the request of the Seller, to be timely joined in any proceedings (initiated by the Seller or the Purchaser) concerning any claim of any breach of or other dispute related to the Energy Purchase Agreement if and to the extent the 5 To be reconfirmed in execution versions. Seller’s rights or obligations under this Agreement or under the Guarantee may be affected by such proceedings. (b) Notwithstanding any other provision in this Agreement to the contrary, the Purchaser shall be responsible in the first instance for pursuing any claim against the Seller based upon a failure of the Seller to satisfy its obligations under the Energy Purchase Agreement. The GOP shall not bring (or other than through the Purchaser, cause any proceedings to be brought) against the Seller for any breach of its obligations under Article III (Implementation III(Implementation of Implementation Agreement 24 the Project) and Section 4.1 (Acquisition by the Seller of Site and Transportation) and Section 4.2 (Applications by the Seller for Consents) (to the extent such Articles and Sections relate to substantially similar obligations of the Seller under the Energy Purchase Agreement) or Article XI (Assignment and Security) of this Agreement, if the Purchaser has pursued, or is then pursuing, a claim or claims against the Seller based upon an alleged breach of the Energy Purchase Agreement. A final, non-appealable order issued in a proceeding initiated by the Purchaser and based upon a claim of a breach of the Energy Purchase Agreement, shall preclude any proceedings against the Seller that the GOP could otherwise bring for breach by the Seller of substantially the same obligations under this Agreement. Nothing in this Section 7.3 (Double Jeopardy under Certain Project Agreements) shall prevent the GOP and the Purchaser from separately initiating proceedings to terminate this Agreement and the Energy Purchase Agreement, respectively, pursuant to Section 14.1(a) and Section 14.2 (Termination Notices) Article XIV of this Agreement and Section 16.1 and Section 16.4 Article XVI of the Energy Purchase Agreement. (c) Notwithstanding any other provision in this Agreement to the contrary, the AEDB shall be responsible in the first instance for pursuing any claim against the Seller based upon a failure of the Seller to satisfy its obligations under the Site Sub-lease. The GOP shall not bring (or other than through the AEDB, cause any proceedings to be brought) against the Seller for any breach of its obligations under the Site Sub-lease, if the AEDB has pursued, or is then pursuing, a claim or claims against the Seller based upon an alleged breach of the Site Sub-lease. A final, non-appealable order issued in a proceeding initiated by the AEDB and based upon a claim of a breach of the Site Sub- lease, shall preclude any proceedings against the Seller that the GOP could otherwise bring for breach by the Seller of substantially the same obligations under this Agreement. Nothing in this Section 7.3 (Double Jeopardy under Certain Project Agreements) shall prevent the GOP and the AEDB from separately initiating proceedings to terminate this Agreement and the Site Sub-lease, respectively, pursuant to Section 14.1(a) (Termination for Default) and Section 14.2 (Termination Notices) of this Agreement and Article IV of the Site Sub-lease. Implementation Agreement 25

Double Jeopardy under Certain Project Agreements. (a) Except Disputes or breaches related to Section 2.3, Article XII, Article XIV, and Article XVI of the Energy Purchase Agreement, any settlement or waiver in writing: (i) writing by the Purchaser of any dispute or breach under the Energy Purchase Agreement; or (ii) by Agreement to the AEDB (after taking into consideration any requisite extent such settlement or waiver (A) does not alter or increase the obligations of the GOP under this Agreement, or (B) does not cause the Master Lease) GOP to be in breach of any dispute or breach default under the Site Sub-leasethis Agreement, shall be binding on the GOP with respect to an issue or claim, as the case may be, based on the same facts or acts or omissions by the Seller. Settlement or waiver of any dispute Dispute or breach related to Section 2.3, and Article XII, Article XIV, and Article XVI of the Energy Purchase Agreement shall be effective only if agreed to, in writing, by both the Purchaser and the GOP. (b) Notwithstanding any other provision in this Agreement to the contrary, the Purchaser shall be responsible in the first instance for pursuing any claim against the Seller based upon a failure of the Seller to satisfy its obligations under the Energy Purchase Agreement. The GOP shall not bring (or other than through the Purchaser, cause any proceedings to be brought) against the Seller for any breach of its obligations under Article III (Implementation III(Implementation of Implementation Agreement 24 the Project) and Section 4.1 (Acquisition by the Seller of Site and Transportation) and Section 4.2 (Applications by the Seller for Consents) (to the extent such Articles and Sections relate to substantially similar obligations of the Seller under the Energy Purchase Agreement) or Article XI (Assignment and Security) of this Agreement, if the Purchaser has pursued, or is then pursuing, a claim or claims against the Seller based upon an alleged breach of the Energy Purchase Agreement. A final, non-appealable order issued in a proceeding initiated by the Purchaser and based upon a claim of a breach of the Energy Purchase Agreement, shall preclude any proceedings against the Seller that the GOP could otherwise bring for breach by the Seller of substantially the same obligations under this Agreement. Nothing in this Section 7.3 (Double Jeopardy under Certain Project Agreements) shall prevent the GOP and the Purchaser from separately initiating proceedings to terminate this Agreement and the Energy Purchase Agreement, respectively, pursuant to Section 14.1(a) and Section 14.2 (Termination Notices) Article XIV of this Agreement and Section 16.1 and Section 16.4 Article XVI of the Energy Purchase Agreement. (c) Notwithstanding any other provision in this Agreement to the contrary, the AEDB shall be responsible in the first instance for pursuing any claim against the Seller based upon a failure of the Seller to satisfy its obligations under the Site Sub-lease. The GOP shall not bring (or other than through the AEDB, cause any proceedings to be brought) against the Seller for any breach of its obligations under the Site Sub-lease, if the AEDB has pursued, or is then pursuing, a claim or claims against the Seller based upon an alleged breach of the Site Sub-lease. A final, non-appealable order issued in a proceeding initiated by the AEDB and based upon a claim of a breach of the Site Sub- lease, shall preclude any proceedings against the Seller that the GOP could otherwise bring for breach by the Seller of substantially the same obligations under this Agreement. Nothing in this Section 7.3 (Double Jeopardy under Certain Project Agreements) shall prevent the GOP and the AEDB from separately initiating proceedings to terminate this Agreement and the Site Sub-lease, respectively, pursuant to Section 14.1(a) (Termination for Default) and Section 14.2 (Termination Notices) of this Agreement and Article IV of the Site Sub-lease. Implementation Agreement 25

Double Jeopardy under Certain Project Agreements. (a) Except Disputes or breaches related to [Section 2.3, Article XII, Article XIV, and Article XVI XVI]5 of the Energy Purchase Agreement, : (A) any settlement or waiver in writing: writing (i) by the Purchaser of any dispute or breach under the Energy Purchase Agreement; , or (ii) by the AEDB (after taking into consideration any requisite settlement [Provincial Government] / [GOAJ&K] or waiver under the Master Lease) Seller of any dispute or breach under the Site SubLease to the extent such settlement or waiver (1) does not alter or increase the obligations of the GOP under this Agreement, or (2) does not cause the GOP to be in breach of or default under this Agreement, [including a GOP Event of Default under Sections 14.1(b)(iv) or (v)]; (B) provided that the GOP was given reasonable and timely notice of and the opportunity to participate in any proceedings (initiated by the Seller or the Purchaser) concerning any dispute or breach of the Energy Purchase Agreement, any final, non-leaseappealable order or award issued or given in any such proceedings, shall be binding on the GOP with respect to an issue or claimclaim been settled or waived, or award been issued, as the case may be, based on the same facts or acts or omissions by the Seller. Settlement or waiver of any dispute Dispute or breach related to Section 2.3, and Article XII, Article XIV, and Article XVI of the Energy Purchase Agreement shall be effective only if agreed to, in writing, by both the Purchaser and the GOP. . The GOP hereby consents, at the request of the Seller, to be timely joined in any proceedings (binitiated by the Seller or the Purchaser) Notwithstanding any other provision in this Agreement to the contrary, the Purchaser shall be responsible in the first instance for pursuing concerning any claim against the Seller based upon a failure of the Seller any breach of or other dispute related to satisfy its obligations under the Energy Purchase Agreement. The GOP shall not bring (or other than through the Purchaser, cause any proceedings to be brought) against the Seller for any breach of its obligations under Article III (Implementation of Implementation Agreement 24 the Project) if and Section 4.1 (Acquisition by the Seller of Site and Transportation) and Section 4.2 (Applications by the Seller for Consents) (to the extent such Articles and Sections relate to substantially similar obligations of the Seller under the Energy Purchase Agreement) Seller’s rights or Article XI (Assignment and Security) of this Agreement, if the Purchaser has pursued, or is then pursuing, a claim or claims against the Seller based upon an alleged breach of the Energy Purchase Agreement. A final, non-appealable order issued in a proceeding initiated by the Purchaser and based upon a claim of a breach of the Energy Purchase Agreement, shall preclude any proceedings against the Seller that the GOP could otherwise bring for breach by the Seller of substantially the same obligations under this Agreement. Nothing in this Section 7.3 (Double Jeopardy under Certain Project Agreements) shall prevent the GOP and the Purchaser from separately initiating proceedings to terminate this Agreement and the Energy Purchase Agreement, respectively, pursuant to Section 14.1(a) and Section 14.2 (Termination Notices) of this Agreement and Section 16.1 and Section 16.4 of the Energy Purchase Agreement. (c) Notwithstanding any other provision in this Agreement to the contrary, the AEDB shall be responsible in the first instance for pursuing any claim against the Seller based upon a failure of the Seller to satisfy its obligations or under the Site Sub-lease. The GOP shall not bring (or other than through the AEDB, cause any proceedings to Guarantee may be brought) against the Seller for any breach of its obligations under the Site Sub-lease, if the AEDB has pursued, or is then pursuing, a claim or claims against the Seller based upon an alleged breach of the Site Sub-lease. A final, non-appealable order issued in a proceeding initiated affected by the AEDB and based upon a claim of a breach of the Site Sub- lease, shall preclude any proceedings against the Seller that the GOP could otherwise bring for breach by the Seller of substantially the same obligations under this Agreement. Nothing in this Section 7.3 (Double Jeopardy under Certain Project Agreements) shall prevent the GOP and the AEDB from separately initiating proceedings to terminate this Agreement and the Site Sub-lease, respectively, pursuant to Section 14.1(a) (Termination for Default) and Section 14.2 (Termination Notices) of this Agreement and Article IV of the Site Sub-lease. Implementation Agreement 25such proceedings.