Common use of Taxation of the Company Clause in Contracts

Taxation of the Company. (a) The Company shall maintain its existence as a company incorporated under the laws of Bangladesh operating exclusively as a power generation company, commencing on the Commercial Operation Date and continuing until the 20th (twentieth) anniversary of the Commercial Operation Date. The Company shall be exempted from taxation or withholding tax in Bangladesh (or withholding of tax by BPDB, or GOB) on its income from the sale of Net Energy Output under the Power Purchase Agreement (or on any payments received by the Company in lieu thereof) in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid Date. (b) The Company and its Contractors, 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 the GOB shall grant the necessary exemptions to give effect to this Section 12.1(b) if and when necessary. The Company and the Contractors 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 of this Agreement; 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 10% (ten percent) of the total equipment cost (cost plus transportation cost) for the construction of the Facility (excluding the cost plus transportation cost of spare parts). Any machinery and equipment imported for the construction, erection and testing of the Facility shall be exported within 6 (six) Months following the Commercial Operations Date or, absent such re-exportation, all applicable Customs Duties and VAT and other applicable Taxes, shall be paid by the Company. In the event that there is a claim of Customs Duties and VAT due on plant or equipment imported for incorporation into, or use in the construction, operation, or maintenance of the Facility or on spare parts or on repaired or refurbished parts within the 10% (ten percent) exempted amount referred to in Section 12.1(b), and the Company chooses, notwithstanding the provisions of Section 12.1(b), to pay such duties under protest, upon notice to the GOB by the Company, the GOB shall ensure that the dispute is resolved consistent with the terms of this Agreement and the Laws of Bangladesh within 270 (two hundred and seventy) Days after the Company files its refund claim with the relevant Government Authority. (c) The Company shall be exempt from any stamp duty and fees on the registration of the Financing Documents. (d) Upon proper application in accordance, mutatis mutandis, with the provisions of Section 4.1(a): (i) Where the Company is a public limited company under the laws of Bangladesh, the Foreign Investors 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 accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid Date in respect of a transfer or disposal of Ordinary Share Capital in accordance with the terms of this Agreement; (ii) The expatriate employees of the Company shall be exempt from tax or withholding tax in Bangladesh on their income received from the Company in connection with work on the Project for a period of 3 (three) years commencing on the date of each such employee’s first entry into Bangladesh as an employee of the Company in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid Date; (iii) 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 [Bid Date] under and in accordance with the Laws of Bangladesh; (iv) 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 knowhow fees” or as “technical assistance fees” in connection with the Project in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid Date; (v) The GOB shall permit remittance of up to 50% (fifty percent) 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; and (vi) The Company, Lenders and the Contractors shall be governed by the applicable double taxation treaties or other bilateral arrangements between the GOB and their respective countries of domicile as at [Bid Date] and thereafter from time to time; provided, that such treaties and arrangements are no less favorable than those applicable and in existence on [Bid Date] if any. (vii) The Company shall be liable to deduct or collect tax from any payment to Contractor, Sub-Contractor, Suppliers, local employees in accordance with the provision of Income Tax Ordinance 1984.

Taxation of the Company. (a) The Where the Company shall maintain maintains its existence as a company incorporated under the laws of Bangladesh operating exclusively as a power generation company, the Company shall, commencing on the Commercial Operation Operations Date and continuing until the 20th fifteenth (twentieth15th) anniversary of the Commercial Operation Operations Date. The Company shall , be exempted exempt from taxation or withholding tax in Bangladesh (or withholding of tax by BPDB, BPDB or GOB) 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) in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid Date). (b) The Company and its ContractorsContractor(s), 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 the GOB shall grant the necessary exemptions to give effect to this Section 12.1(b) if and when necessary. The Company and the Contractors Contractor(s) 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 of this Agreement; 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% (ten percent%) of the total equipment cost (cost plus transportation cost) for the construction of the Facility (excluding the cost plus transportation cost of spare parts). Any machinery and equipment imported for the construction, erection and testing of the Facility shall be exported within 6 six (six6) Months following the Commercial Operations Date or, absent such re-exportation, all applicable Customs Duties and VAT and other applicable Taxes, shall be paid by the Company. In the event that there is a claim of Customs Duties and VAT due on plant or equipment imported for incorporation into, or use in the construction, operation, or maintenance of the Facility or on spare parts or on repaired or refurbished parts within the ten percent (10% (ten percent%) exempted amount referred to in Section 12.1(b), and the Company chooses, notwithstanding the provisions of Section 12.1(b), to pay such duties under protest, upon notice to the GOB by the Company, the GOB shall ensure that the dispute is resolved consistent with the terms of this Agreement and the Laws of Bangladesh within 270 (two hundred and seventyseventy (270) Days after the Company files its refund claim with the relevant Government Authority. (c) The Company shall be exempt from any stamp duty and fees on the registration of the Financing DocumentsDocuments and deeds recorded in connection with acquisition of the Site in Bangladesh. (d) Upon proper application in accordance, mutatis mutandis, with the provisions of Section 4.1(a): (i) Where the Company is a public limited company under the laws of Bangladesh, the Foreign Investors 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 accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid Date in respect of a transfer or disposal of Ordinary Share Capital in accordance with the terms of this Agreement; (ii) The expatriate employees of the Company shall be exempt from tax or withholding tax in Bangladesh on their income received from the Company in connection with work on the Project for a period of 3 three (three3) years commencing on the date of each such employee’s first entry into Bangladesh as an employee of the Company in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid DateCompany; (iii) 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 [Bid Date] , 20109 under and in accordance with the Laws of Bangladesh; (iv) 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 knowhow know how fees” or as “technical assistance fees” in connection with the Project in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid DateProject; (v) The GOB shall permit remittance of up to fifty percent (50% (fifty percent%) of the salary of the expatriate employees employed in Bangladesh by the Company or the ContractorsContractor(s), and the GOB shall provide all requisite facilities for repatriation of their savings and retirement benefits at the time of their departure from Bangladesh; and (vi) The Company, Lenders and the Contractors Contractor(s) shall be governed by the applicable double taxation treaties or other bilateral arrangements between the GOB and their respective countries of domicile as at [Bid Date] , 201010 and thereafter from time to time; provided, that such treaties and arrangements are no less favorable than those applicable and in existence on [Bid Date] , 201011, if any. (vii) The Company shall be liable to deduct or collect tax from any payment to Contractor, Sub-Contractor, Suppliers, local employees in accordance with the provision of Income Tax Ordinance 1984.

Taxation of the Company. (a) The Company shall maintain its existence as a company incorporated under the laws of Bangladesh operating exclusively as a power generation company, commencing on the Commercial Operation Operations Date and continuing until the 20th (twentieth) anniversary of the Commercial Operation Operations Date. The Company shall be exempted from taxation or withholding tax in Bangladesh (or withholding of tax by BPDB, or GOB) on its income from the sale of Net Energy Output under the Power Purchase Agreement (or on any payments received by the Company in lieu thereof) in accordance with the applicable prevailing Statutory Regulatory Order (SRO) in effect as on Bid Dateand any subsequent amendment thereof. (b) The Company and its ContractorsCompany, 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 the GOB shall grant the necessary exemptions to give effect to this Section 12.1(b) if and when necessary. The Company and the Contractors 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 of this Agreement; 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 10% (ten percent) of the total equipment cost (cost plus transportation cost) for the construction of the Facility (excluding the cost plus transportation cost of spare parts). Any machinery and equipment imported for the construction, erection and testing of the Facility shall be exported within 6 (six) Months following the Commercial Operations Date or, absent such re-exportation, all applicable Customs Duties and VAT and other applicable Taxes, shall be paid by the Company. In the event that there is a claim of Customs Duties and VAT due on plant or equipment imported for incorporation into, or use in the construction, operation, or maintenance of the Facility or on spare parts or on repaired or refurbished parts within the 10% (ten percent) exempted amount referred to in Section 12.1(b), and the Company chooses, notwithstanding the provisions of Section 12.1(b), to pay such duties under protest, upon notice to the GOB by the Company, the GOB shall ensure that the dispute is resolved consistent with the terms of this Agreement and the Laws of Bangladesh within 270 (two hundred and seventy) Days after the Company files its refund claim with the relevant Government Authority. (c) The Company shall be exempt from any stamp duty and fees on the registration of the Financing Documents. (d) Upon proper application in accordance, mutatis mutandis, with the provisions of Section 4.1(a): (i) Where the Company is a public limited company under the laws of Bangladesh, the Foreign Investors 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 accordance with the applicable prevailing Statutory Regulatory Order (SRO) in effect as on Bid Date and any subsequent amendment thereof in respect of a transfer or disposal of Ordinary Share Capital in accordance with the terms of this Agreement; (ii) The expatriate employees of the Company shall be exempt from tax or withholding tax in Bangladesh on their income received from the Company in connection with work on the Project for a period of 3 (three) years commencing on the date of each such employee’s first entry into Bangladesh as an employee of the Company in accordance with the applicable prevailing Statutory Regulatory Order (SRO) in effect as on Bid Dateand any subsequent amendment thereof; (iii) 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 [Bid Date] under and in accordance with the Laws of Bangladesh; (iv) 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 knowhow fees” or as “technical assistance fees” in connection with the Project in accordance with the applicable prevailing Statutory Regulatory Order (SRO) in effect as on Bid Dateand any subsequent amendment thereof; (v) The GOB shall permit remittance of up to 50% (fifty percent) 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; and (vi) The Company, Lenders and the Contractors shall be governed by the applicable double taxation treaties or other bilateral arrangements between the GOB and their respective countries of domicile as at [Bid Date] and thereafter from time to time; provided, that such treaties and arrangements are no less favorable than those applicable and in existence on [Bid Date] if any. (vii) The Company shall be liable to deduct or collect tax from any payment to Contractor, Sub-Contractor, Suppliers, local employees in accordance with the provision of Income Tax Ordinance 1984.

Taxation of the Company. (a) The Where the Company shall maintain maintains its existence as a company incorporated under the laws of Bangladesh operating exclusively as a power generation company, commencing on the Commercial Operation Date and continuing until the 20th (twentieth) anniversary of the Commercial Operation Date. The , the Company shall be exempted from taxation or withholding tax in Bangladesh (or withholding of tax by BPDBowner of the building, (as the lessor under the Rooftop Lease Agreement), or GOB) on its income from the sale of Net Energy Output under the Power Purchase Agreement (or on any payments received by the Company in lieu thereof) in accordance with the applicable prevailing Statutory Regulatory Order (SRO) in effect as on Bid Dateand any subsequent amendment thereof. (b) The Company and its Contractors, 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 the GOB shall grant the necessary exemptions to give effect to this Section 12.1(b) if and when necessary. The Company and the Contractors 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 of this Agreement; 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 10% (ten percent) of the total equipment cost (cost plus transportation cost) for the construction of the Facility (excluding the cost plus transportation cost of spare parts). Any machinery and equipment imported for the construction, erection and testing of the Facility shall be exported within 6 (six) Months following the Commercial Operations Date or, absent such re-exportation, all applicable Customs Duties and VAT and other applicable Taxes, shall be paid by the Company. In the event that there is a claim of Customs Duties and VAT due on plant or equipment imported for incorporation into, or use in the construction, operation, or maintenance of the Facility or on spare parts or on repaired or refurbished parts within the 10% (ten percent) exempted amount referred to in Section 12.1(b), and the Company chooses, notwithstanding the provisions of Section 12.1(b), to pay such duties under protest, upon notice to the GOB by the Company, the GOB shall ensure that the dispute is resolved consistent with the terms of this Agreement and the Laws of Bangladesh within 270 (two hundred and seventy) Days after the Company files its refund claim with the relevant Government Authority. (c) The Company shall be exempt from any stamp duty and fees on the registration of the Financing DocumentsDocuments and deeds recorded in connection with acquisition of the Site in Bangladesh. (d) Upon proper application in accordance, mutatis mutandis, with the provisions of Section 4.1(a): (i) Where the Company is a public limited company under the laws of Bangladesh, the Foreign Investors 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 accordance with the applicable prevailing Statutory Regulatory Order (SRO) in effect as on Bid Date and any subsequent amendment thereof in respect of a transfer or disposal of Ordinary Share Capital in accordance with the terms of this Agreement; (ii) The expatriate employees of the Company shall be exempt from tax or withholding tax in Bangladesh on their income received from the Company in connection with work on the Project for a period of 3 (three) years commencing on the date of each such employee’s first entry into Bangladesh as an employee of the Company in accordance with the applicable prevailing Statutory Regulatory Order (SRO) in effect as on Bid Dateand any subsequent amendment thereof; (iii) 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 [Bid DateINSERT BID DATE] under and in accordance with the Laws of Bangladesh; (iv) 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 knowhow fees” or as “technical assistance fees” in connection with the Project in accordance with the applicable prevailing Statutory Regulatory Order (SRO) in effect as on Bid Dateand any subsequent amendment thereof; (v) The GOB shall permit remittance of up to 50% (fifty percent) 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; and (vi) The Company, Lenders and the Contractors shall be governed by the applicable double taxation treaties or other bilateral arrangements between the GOB and their respective countries of domicile as at [Bid DateINSERT BID DATE] and thereafter from time to time; provided, that such treaties and arrangements are no less favorable than those applicable and in existence on [Bid Date] INSERT BID DATE], if any. (vii) The Company shall be liable to deduct or collect tax from any payment to Contractor, Sub-Contractor, Suppliers, local employees in accordance with the provision of Income Tax Ordinance 1984.

Taxation of the Company. (a) The Where the Company shall maintain maintains its existence as a company incorporated under the laws of Bangladesh operating exclusively as a power generation company, the Company shall, commencing on the Commercial Operation Operations Date and continuing until the 20th fifteenth (twentieth15th) anniversary of the Commercial Operation Operations Date. The Company shall , be exempted exempt from taxation or withholding tax in Bangladesh (or withholding of tax by BPDB, the Gas Supplier, BPDB (as the lessor under the Land Lease Agreement), or GOB) 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) in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid Date). (b) The Company and its ContractorsContractor(s), 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 the GOB shall grant the necessary exemptions to give effect to this Section 12.1(b) if and when necessary. The Company and the Contractors Contractor(s) 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 of this Agreement; 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% (ten percent%) of the total equipment cost (cost plus transportation cost) for the construction of the Facility (excluding the cost plus transportation cost of spare parts). Any machinery and equipment imported for the construction, erection and testing of the Facility shall be exported within 6 six (six6) Months following the Commercial Operations Date or, absent such re-exportation, all applicable Customs Duties and VAT and other applicable Taxes, shall be paid by the Company. In the event that there is a claim of Customs Duties and VAT due on plant or equipment imported for incorporation into, or use in the construction, operation, or maintenance of the Facility or on spare parts or on repaired or refurbished parts within the ten percent (10% (ten percent%) exempted amount referred to in Section 12.1(b), and the Company chooses, notwithstanding the provisions of Section 12.1(b), to pay such duties under protest, upon notice to the GOB by the Company, the GOB shall ensure that the dispute is resolved consistent with the terms of this Agreement and the Laws of Bangladesh within 270 (two hundred and seventyseventy (270) Days after the Company files its refund claim with the relevant Government Authority. (c) The Company shall be exempt from any stamp duty and fees on the registration of the Financing DocumentsDocuments and deeds recorded in connection with acquisition of the Site in Bangladesh. (d) Upon proper application in accordance, mutatis mutandis, with the provisions of Section 4.1(a): (i) Where the Company is a public limited company under the laws of Bangladesh, the Foreign Investors 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 accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid Date in respect of a transfer or disposal of Ordinary Share Capital in accordance with the terms of this Agreement; (ii) The expatriate employees of the Company shall be exempt from tax or withholding tax in Bangladesh on their income received from the Company in connection with work on the Project for a period of 3 three (three3) years commencing on the date of each such employee’s first entry into Bangladesh as an employee of the Company in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid DateCompany; (iii) 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 [insert Bid Date] date], 20119 under and in accordance with the Laws of Bangladesh; (iv) 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 knowhow know how fees” or as “technical assistance fees” in connection with the Project in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid DateProject; (v) The GOB shall permit remittance of up to fifty percent (50% (fifty percent%) of the salary of the expatriate employees employed in Bangladesh by the Company or the ContractorsContractor(s), and the GOB shall provide all requisite facilities for repatriation of their savings and retirement benefits at the time of their departure from Bangladesh; and (vi) The Company, Lenders and the Contractors Contractor(s) shall be governed by the applicable double taxation treaties or other bilateral arrangements between the GOB and their respective countries of domicile as at [insert Bid Date] date], 201110 and thereafter from time to time; provided, that such treaties and arrangements are no less favorable than those applicable and in existence on [insert Bid Date] date], 201111, if any. (vii) The Company shall be liable to deduct or collect tax from any payment to Contractor, Sub-Contractor, Suppliers, local employees in accordance with the provision of Income Tax Ordinance 1984.

Taxation of the Company. (a) The Where the Company shall maintain maintains its existence as a company incorporated under the laws of Bangladesh operating exclusively as a power generation company, the Company shall, commencing on the Commercial Operation Operations Date and continuing until the 20th fifteenth (twentieth15th) anniversary of the Commercial Operation Operations Date. The Company shall , be exempted exempt from taxation or withholding tax in Bangladesh (or withholding of tax by BPDB, BPDB or GOB) 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) in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid Date). (b) The Company and its ContractorsContractor(s), 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 the GOB shall grant the necessary exemptions to give effect to this Section 12.1(b) if and when necessary. The Company and the Contractors Contractor(s) 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 of this Agreement; 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% (ten percent%) of the total equipment cost (cost plus transportation cost) for the construction of the Facility (excluding the cost plus transportation cost of spare parts). Any machinery and equipment imported for the construction, erection and testing of the Facility shall be exported within 6 six (six6) Months following the Commercial Operations Date or, absent such re-exportation, all applicable Customs Duties and VAT and other applicable Taxes, shall be paid by the Company. In the event that there is a claim of Customs Duties and VAT due on plant or equipment imported for incorporation into, or use in the construction, operation, or maintenance of the Facility or on spare parts or on repaired or refurbished parts within the ten percent (10% (ten percent%) exempted amount referred to in Section 12.1(b), and the Company chooses, notwithstanding the provisions of Section 12.1(b), to pay such duties under protest, upon notice to the GOB by the Company, the GOB shall ensure that the dispute is resolved consistent with the terms of this Agreement and the Laws of Bangladesh within 270 (two hundred and seventyseventy (270) Days after the Company files its refund claim with the relevant Government Authority. (c) The Company shall be exempt from any stamp duty and fees on the registration of the Financing DocumentsDocuments and deeds recorded in connection with acquisition of the Site in Bangladesh. (d) Upon proper application in accordance, mutatis mutandis, with the provisions of Section 4.1(a): (i) Where the Company is a public limited company under the laws of Bangladesh, the Foreign Investors 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 accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid Date in respect of a transfer or disposal of Ordinary Share Capital in accordance with the terms of this Agreement; (ii) The expatriate employees of the Company shall be exempt from tax or withholding tax in Bangladesh on their income received from the Company in connection with work on the Project for a period of 3 three (three3) years commencing on the date of each such employee’s first entry into Bangladesh as an employee of the Company in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid Date;Company;‌ (iii) 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 [Bid Date] , 20109 under and in accordance with the Laws of Bangladesh; (iv) 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 knowhow know how fees” or as “technical assistance fees” in connection with the Project in accordance with the applicable Statutory Regulatory Order (SRO) in effect as on Bid DateProject; (v) The GOB shall permit remittance of up to fifty percent (50% (fifty percent%) of the salary of the expatriate employees employed in Bangladesh by the Company or the ContractorsContractor(s), and the GOB shall provide all requisite facilities for repatriation of their savings and retirement benefits at the time of their departure from Bangladesh; and (vi) The Company, Lenders and the Contractors Contractor(s) shall be governed by the applicable double taxation treaties or other bilateral arrangements between the GOB and their respective countries of domicile as at [Bid Date] , 201010 and thereafter from time to time; provided, that such treaties and arrangements are no less favorable than those applicable and in existence on [Bid Date] , 201011, if any. (vii) The Company shall be liable to deduct or collect tax from any payment to Contractor, Sub-Contractor, Suppliers, local employees in accordance with the provision of Income Tax Ordinance 1984.