Common use of GOB Events of Default -- Termination by the Company Clause in Contracts

GOB Events of Default -- Termination by the Company. The Company may give a notice of default under this Agreement (a “Company Notice of Default”) upon (or following) the occurrence of any of the following events (a “GOB Event of Default” with respect to each of the following events; provided that no such event shall be a GOB Event of Default if it (i) results from a breach by the Company of the Power Purchase Agreement or (ii) occurs as a result of a Force Majeure Event for the period provided pursuant to Section 11.4: (a) The expropriation, compulsory acquisition, or nationalization by the GOB or any Government Authority of: (i) Any Ordinary Share Capital; or (ii) Any material asset or right of the Company (except as contemplated by the Security Package); (b) Any procurement by the GOB or any Government Authority or any combination thereof of: (i) Any Ordinary Share Capital if the result would be for the GOB or one or more Government Authority(ies) or both to acquire control of the Company or its management; or (ii) Any material asset or right of the Company (except as contemplated by the Security Package); (c) The dissolution, pursuant to law, of BPDB, except for: (i) The privatization of BPDB; or (ii) An amalgamation, reorganization, reconstruction, corporatization or further privatization of BPDB, (iii) In each case where: (A) the GOB without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or such other commercial security is provided for the obligation of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee; (B) and all of BPDB’s obligations under the Power Purchase Agreement have been assigned pursuant to law or contractually assumed, through a notation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (d) any default or defaults by the GOB in the making of any payment or payments required to be made by it under the Guarantee referred to in Section 16 on the due date for payment specified in the Guarantee that continues unpaid for 5 (five) Business Days; (e) any material breach by the GOB of this Agreement that is not remedied within 30 (thirty) Days after notice from the Company to the GOB stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in reasonable detail, and demanding remedy thereof; (f) The occurrence of BPDB Event of Default under (and as defined in) the Power Purchase Agreement which has not been waived by the Company or remedied within the applicable cure period provided therein (if any); (g) any change in any Laws of Bangladesh making: (i) unenforceable, invalid, or void any material undertaking of the GOB, BPDB and PGCB under this Agreement, the Guarantee, the Power Purchase Agreement; or (ii) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other document in the Security Package; or (iii) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law; or (h) any change in any of the Laws of Bangladesh from those in existence on the date hereof placing any material restrictions or limitations (beyond those restrictions or limitations that are in existence on the date of the execution of this Agreement) on the ability of the Company to exchange for Dollars, or for Foreign Investors to repatriate, any capital, dividends distributions or other proceeds from the Company (provided, that such distributions do not arise in connection with a breach by the Company of this Agreement), which restrictions or limitations remain in place for more than ninety (90) Days without an arrangement being provided to exempt the Company or its Foreign Investors from all such restrictions and limitations.

GOB Events of Default -- Termination by the Company. The Company may give a notice of default under this Agreement (a “Company Notice of Default”) upon (or following) the occurrence of any of the following events (a “GOB Event of Default” with respect to each of the following events; provided that no , unless such event shall be a GOB Event of Default if it (i) results from a breach by the Company of the Power Purchase Agreement or this Agreement, or (ii) occurs as a result of or during a Force Majeure Event for the period provided pursuant to Section 11.4: (a) The the expropriation, compulsory acquisition, or nationalization nationalisation by the GOB or any Government Authority of: (i) Any any Ordinary Share Capital; or (ii) Any any material asset or right of the Company (except as contemplated by the Security Package); (b) Any any procurement by the GOB or any Government Authority or any combination thereof of: (i) Any any Ordinary Share Capital if the result would be for the GOB or one or more Government Authority(ies) or both to acquire control of the Company or its managementmanagement (and there shall be an irrebuttable presumption that the ownership by the GOB or any Government Authority or both of more than twenty-five percent (25%) of the Ordinary Share Capital shall constitute such control); or (ii) Any any material asset or right of the Company (except as contemplated by the Security Package); (c) The the dissolution, pursuant to law, of BPDB, except for: (i) The privatization the privatisation of BPDB; or (ii) An an amalgamation, reorganizationreorganisation, reconstruction, corporatization corporatisation or further privatization privatisation of BPDB, (iii) In in each case where: (A) the GOB without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or such other commercial security is provided for the obligation of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee; (B) and all of BPDB’s obligations under the Power Purchase Agreement have been assigned pursuant to law or contractually assumed, through a notation novation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (d) Not used; (e) any default or defaults by the GOB in the making of any payment or payments required to be made by it under the Guarantee referred to in Section 16 on the due date for payment specified in the Guarantee that continues unpaid for 5 five (five5) Business Days; (ef) any material breach by the GOB of this Agreement that is not remedied within 30 thirty (thirty30) Days after notice from the Company to the GOB stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in reasonable detail, and demanding remedy thereof; (fg) The the occurrence of BPDB Event of Default under (and as defined in) in the Power Purchase Agreement Agreement) which has not been waived by the Company or remedied within the applicable cure period provided therein (if any); (gh) any change in any Laws of Bangladesh making: (i) unenforceable, invalid, or void any material undertaking of the GOB, BPDB and PGCB under this Agreement, the Guarantee, the Power Purchase Agreement; or (ii) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other document in the Security Package; or (iii) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law; or (hi) any change in any of the Laws of Bangladesh from those in existence on the date hereof placing any material restrictions or limitations (beyond those restrictions or limitations that are in existence on the date of the execution of this Agreement) on the ability of the Company to exchange for Dollars, or for Foreign Investors to repatriate, any capital, dividends distributions or other proceeds from the Company (provided, that such distributions do not arise in connection with a breach by the Company of this Agreement), which restrictions or limitations remain in place for more than ninety (90) Days without an arrangement being provided to exempt the Company or its Foreign Investors from all such restrictions and limitations.

GOB Events of Default -- Termination by the Company. The Company may give a notice of default under this Agreement (a “Company Notice of Default”) upon (or following) the occurrence of any of the following events (a “GOB Event of Default” with respect to each of the following events; provided that no , unless such event shall be a GOB Event of Default if it (i) results from a breach by the Company of the Power Purchase Agreement or this Agreement, or (ii) occurs as a result of or during a Force Majeure Event for the period provided pursuant to Section 11.4: (a) The the expropriation, compulsory acquisition, or nationalization nationalisation by the GOB or any Government Authority of: (i) Any any Ordinary Share Capital; or (ii) Any any material asset or right of the Company (except as contemplated by the Security Package); (b) Any any procurement by the GOB or any Government Authority or any combination thereof of: (i) Any any Ordinary Share Capital if the result would be for the GOB or one or more Government Authority(ies) or both to acquire control of the Company or its managementmanagement (and there shall be an irrebuttable presumption that the ownership by the GOB or any Government Authority or both of more than twenty-five percent (25%) of the Ordinary Share Capital shall constitute such control); or (ii) Any any material asset or right of the Company (except as contemplated by the Security Package); (c) The the dissolution, pursuant to law, of BPDB, except for: (i) The privatization the privatisation of BPDB; or (ii) An an amalgamation, reorganizationreorganisation, reconstruction, corporatization corporatisation or further privatization privatisation of BPDB, (iii) In in each case where: (A) the GOB without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or such other commercial security is provided for the obligation of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee; (B) and all of BPDB’s obligations under the Power Purchase Agreement have been assigned pursuant to law or contractually assumed, through a notation novation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (d) Not used; (e) any default or defaults by the GOB in the making of any payment or payments required to be made by it under the Guarantee referred to in Section 16 on the due date for payment specified in the Guarantee that continues unpaid for 5 five (five5) Business Days; (ef) any material breach by the GOB of this Agreement that is not remedied within 30 thirty (thirty30) Days after notice from the Company to the GOB stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in reasonable detail, and demanding remedy thereof; (fg) The the occurrence of BPDB Event of Default under (and as defined in) in the Power Purchase Agreement Agreement) which has not been waived by the Company or remedied within the applicable cure period provided therein (if any); (gh) any change in any Laws of Bangladesh making: (i) unenforceable, invalid, or void any material undertaking of the GOB, BPDB and PGCB under this Agreement, the Guarantee, the Power Purchase Agreement; or (ii) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other document in the Security Package; or (iii) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law; oror‌ (hi) any change in any of the Laws of Bangladesh from those in existence on the date hereof placing any material restrictions or limitations (beyond those restrictions or limitations that are in existence on the date of the execution of this Agreement) on the ability of the Company to exchange for Dollars, or for Foreign Investors to repatriate, any capital, dividends distributions or other proceeds from the Company (provided, that such distributions do not arise in connection with a breach by the Company of this Agreement), which restrictions or limitations remain in place for more than ninety (90) Days without an arrangement being provided to exempt the Company or its Foreign Investors from all such restrictions and limitations.

GOB Events of Default -- Termination by the Company. The Company may give a notice of default under this Agreement (a “Company Notice of Default”) upon (or following) the occurrence of any of the following events (a “GOB Event of Default” with respect to each of the following events; provided that no such event shall be a GOB Event of Default if it (i) results from a breach by the Company of the Power Purchase Agreement, the Rooftop Lease Agreement or this Agreement or (ii) occurs as a result of a Force Majeure Event for the period provided pursuant to Section 11.4: (a) The the expropriation, compulsory acquisition, or nationalization by the GOB or any Government Authority of: (i) Any any Ordinary Share Capital; or (ii) Any any material asset or right of the Company (except as contemplated by the Security Package); (b) Any any procurement by the GOB or any Government Authority or any combination thereof of: (i) Any any Ordinary Share Capital if the result would be for the GOB or one or more Government Authority(ies) or both to acquire control of the Company or its management; or (ii) Any any material asset or right of the Company (except as contemplated by the Security Package); (c) The the dissolution, pursuant to law, of BPDB, except for: (i) The the privatization of BPDB; or (ii) An an amalgamation, reorganization, reconstruction, corporatization or further privatization of BPDB, (iii) In in each case where: (A) the GOB without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or such other commercial security is provided for the obligation of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee; (B) and all of BPDB’s obligations under the Power Purchase Agreement and all of the obligations of owner of the buildings under the Rooftop Lease Agreement have been assigned pursuant to law or contractually assumed, through a notation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (d) any default or defaults by the GOB in the making of any payment or payments required to be made by it under the Guarantee referred to in Section 16 on the due date for payment specified in the Guarantee that continues unpaid for 5 (five) Business Days; (e) any material breach by the GOB of this Agreement that is not remedied within 30 (thirty) Days after notice from the Company to the GOB stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in reasonable detail, and demanding remedy thereof; (f) The the occurrence of (I) a BPDB Event of Default under (and as defined in) the Power Purchase Agreement or (iii) a owner of the buildings Event of Default under (and as defined in) the Rooftop Lease Agreement which has not been waived by the Company or remedied within the applicable cure period provided therein (if any); (g) any change in any Laws of Bangladesh making: (i) unenforceable, invalid, or void any material undertaking of the GOB, BPDB and PGCB under this Agreement, the Guarantee, the Power Purchase Agreement; or (ii) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other document in the Security Package; or (iii) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law; or (h) any change in any of the Laws of Bangladesh from those in existence on the date hereof placing any material restrictions or limitations (beyond those restrictions or limitations that are in existence on the date of the execution of this Agreement) on the ability of the Company to exchange for Dollars, or for Foreign Investors to repatriate, any capital, dividends distributions or other proceeds from the Company (provided, that such distributions do not arise in connection with a breach by the Company of this Agreement), which restrictions or limitations remain in place for more than ninety (90) Days without an arrangement being provided to exempt the Company or its Foreign Investors from all such restrictions and limitations.

GOB Events of Default -- Termination by the Company. The Company may give a notice of default under this Agreement (a “Company Notice of Default”) upon (or following) the occurrence of any of the following events (a “GOB Event of Default” with respect to each of the following events; provided that no , unless such event shall be a GOB Event of Default if it (i) results from a breach by the Company of the Power Purchase Agreement or this Agreement, the Waste Supply Agreement, the Land Use Agreement or (ii) occurs as a result of or during a Force Majeure Event for the period provided pursuant to Section 11.4: (a) The the expropriation, compulsory acquisition, or nationalization nationalisation by the GOB or any Government Authority of: (i) Any any Ordinary Share Capital; or (ii) Any any material asset or right of the Company (except as contemplated by the Security Package); (b) Any any procurement by the GOB or any Government Authority or any combination thereof of: (i) Any any Ordinary Share Capital if the result would be for the GOB or one or more Government Authority(ies) or both to acquire control of the Company or its managementmanagement (and there shall be an irrebuttable presumption that the ownership by the GOB or any Government Authority or both of more than twenty-five percent (25%) of the Ordinary Share Capital shall constitute such control); or (ii) Any any material asset or right of the Company (except as contemplated by the Security Package); (c) The the dissolution, pursuant to law, of BPDB, except for: (i) The privatization the privatisation of BPDB; or (ii) An an amalgamation, reorganizationreorganisation, reconstruction, corporatization corporatisation or further privatization privatisation of BPDB, (iii) In in each case where: (A) the GOB without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or such other commercial security is provided for the obligation of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee; (B) and all of BPDB’s BPDB‟s obligations under the Power Purchase Agreement have been assigned pursuant to law or contractually assumed, through a notation novation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (d) Not used; (e) any default or defaults by the GOB in the making of any payment or payments required to be made by it under the Guarantee referred to in Section 16 on the due date for payment specified in the Guarantee that continues unpaid for 5 five (five5) Business Days; (ef) any material breach by the GOB of this Agreement that is not remedied within 30 thirty (thirty30) Days after notice from the Company to the GOB stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in reasonable detail, and demanding remedy thereof; (fg) The the occurrence of BPDB Event of Default under (and as defined in) in the Power Purchase Agreement Agreement) which has not been waived by the Company or remedied within the applicable cure period provided therein (if any); (gh) any change in any Laws of Bangladesh making: (i) unenforceable, invalid, or void any material undertaking of the GOB, BPDB and PGCB under this Agreement, the Guarantee, the Power Purchase Agreement; or (ii) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other document in the Security Package; or (iii) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law; or (hi) any change in any of the Laws of Bangladesh from those in existence on the date hereof placing any material restrictions or limitations (beyond those restrictions or limitations that are in existence on the date of the execution of this Agreement) on the ability of the Company to exchange for Dollars, or for Foreign Investors to repatriate, any capital, dividends distributions or other proceeds from the Company (provided, that such distributions do not arise in connection with a breach by the Company of this Agreement), which restrictions or limitations remain in place for more than ninety (90) Days without an arrangement being provided to exempt the Company or its Foreign Investors from all such restrictions and limitations.

GOB Events of Default -- Termination by the Company. The Company may give a notice of default under this Agreement (a “Company Notice of Default”) upon (or following) the occurrence of any of the following events (a “GOB Event of Default” with respect to each of the following events; provided that no , unless such event shall be a GOB Event of Default if it (i) results from a breach by the Company of the Power Purchase Agreement, the Gas Supply Agreement, the Land Lease Agreement or this Agreement, or (ii) occurs as a result of or during a Force Majeure Event for the period provided pursuant to Section 11.4: (a) The the expropriation, compulsory acquisition, or nationalization nationalisation by the GOB or any Government Authority of: (i) Any any Ordinary Share Capital; or (ii) Any any material asset or right of the Company (except as contemplated by the Security Package); (b) Any any procurement by the GOB or any Government Authority or any combination thereof of: (i) Any any Ordinary Share Capital if the result would be for the GOB or one or more Government Authority(ies) or both to acquire control of the Company or its managementmanagement (and there shall be an irrebuttable presumption that the ownership by the GOB or any Government Authority or both of more than twenty-five percent (25%) of the Ordinary Share Capital shall constitute such control); or (ii) Any any material asset or right of the Company (except as contemplated by the Security Package); (c) The the dissolution, pursuant to law, of BPDB, except for: (i) The privatization the privatisation of BPDB; or (ii) An an amalgamation, reorganizationreorganisation, reconstruction, corporatization corporatisation or further privatization privatisation of BPDB, (iii) In in each case where: (A) the GOB without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or such other commercial security is provided for the obligation of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee; (B) and all of BPDB’s obligations under the Power Purchase Agreement and the Land Lease Agreement have been assigned pursuant to law or contractually assumed, through a notation novation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (d) the dissolution, pursuant to law, of the Gas Supplier, except for an amalgamation, reorganisation, reconstruction, corporatisation or privatisation of the Gas Supplier where the GOB without interruption guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee or such other commercial security is provided for the obligation of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee and all of the Gas Supplier’s obligations under the Gas Supply Agreement are assigned pursuant to law or contractually assumed, through a novation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (e) any default or defaults by the GOB in the making of any payment or payments required to be made by it under the Guarantee referred to in Section 16 on the due date for payment specified in the Guarantee that continues unpaid for 5 five (five5) Business Days; (ef) any material breach by the GOB of this Agreement that is not remedied within 30 thirty (thirty30) Days after notice from the Company to the GOB stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in reasonable detail, and demanding remedy thereof; (fg) The the occurrence of a Gas Supplier Event of Default (as defined in the Gas Supply Agreement) or a BPDB Event of Default under (and as defined in) in the Power Purchase Agreement Agreement) or a BPDB Event of Default (as defined in the Land Lease Agreement) which has not been waived by the Company or remedied within the applicable cure period provided therein (if any); (gh) any change in any Laws of Bangladesh making: (i) unenforceable, invalid, or void any material undertaking of the GOB, BPDB and PGCB BPDB, or the Gas Supplier under this Agreement, the Guarantee, the Power Purchase Agreement, the Land Lease Agreement or the Gas Supply Agreement; or (ii) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other document in the Security Package; or (iii) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law; or (hi) any change in any of the Laws of Bangladesh from those in existence on the date hereof placing any material restrictions or limitations (beyond those restrictions or limitations that are in existence on the date of the execution of this Agreement) on the ability of the Company to exchange for Dollars, or for Foreign Investors to repatriate, any capital, dividends distributions or other proceeds from the Company (provided, that such distributions do not arise in connection with a breach by the Company of this Agreement), which restrictions or limitations remain in place for more than ninety (90) Days without an arrangement being provided to exempt the Company or its Foreign Investors from all such restrictions and limitations.