Common use of Termination as a Result of a Force Majeure Event Clause in Contracts

Termination as a Result of a Force Majeure Event. (a) If this Agreement is terminated as a result of a Force Majeure Event or Change in Law covered by Sections 11.5(c) or 11.5(e), then the provisions of Section 14.1(c) (for all termination resulting from Change in Law other than pursuant to Sections 11.5(h)(iii)) or 14.1(e) (in case of termination pursuant to Sections 11.5(c) in respect of Political Force Majeure) or 14.1(f) (in the case of termination pursuant to Section 11.5(d)) shall be applied to determine whether compensation is to be paid by the GOB to the Company. (b) If the Company is required to proceed with a Restoration pursuant to Sections 11.5(a), 11.5(b), 11.5(c) or 11.5(d) and the Restoration has not been or will not be completed by the end of the Restoration Schedule (as such Restoration Schedule may have been extended due to an intervening Force Majeure Event), or within the Restoration Cost Estimate, then the Company may, and if the Restoration Cost Estimate or Restoration Schedule is expected to be exceeded by fifteen percent (15%), the Company shall, develop a revised cost estimate and schedule as soon as possible and provide an explanation of the delay or revised cost or both to the GOB. If the GOB agrees that the delay and revised schedule, or revised cost estimate are reasonable and do not result from negligence, fault or unnecessary delay by the Company, (whether in the preparation of the Restoration Schedule and Restoration Cost Estimate in light of the information reasonably available at the time, and under the circumstances under which the Restoration Cost Estimate and Restoration Schedule were required to be prepared), or in effecting the Restoration, or otherwise, the GOB shall continue making the payments pursuant to Section 11.5(a), including Principal Payments, if any (subject to repayment by the Company following the occurrence of the Commercial Operations Date pursuant to Section 11.5(a)). If the GOB does not accept the explanation or the revised schedule or cost estimate, the matter shall be referred to an Expert selected pursuant to Section 11.6 for resolution, and the GOB shall continue making the appropriate payments pending resolution of the Dispute by the Expert. The Expert shall make its determination with respect to the revised schedule or revised cost and the Company’s liability therefor within thirty (30) Days of such referral. If the Expert determines that the delay was not reasonable and that it was due to the Company’s negligence, fault, or unnecessary delay the Restoration Schedule shall not be revised. If the Expert concludes that the delay was reasonable under the circumstances and not due to the negligence, fault or unreasonable delay of the Company, the Expert shall fix the revised Restoration Schedule and Restoration Cost Estimate. If the revised Restoration Cost Estimate is more than one hundred fifteen percent (115%) of the Restoration Cost Estimate, or the revised Restoration Schedule is more than one hundred fifteen percent (115%) of the Restoration Schedule, the GOB may elect to terminate this Agreement, unless the Company elects to attempt to complete the Restoration during the Extended Period, as described below. Upon such termination, the provisions of Sections 14.1(c), 14.1(d) or 14.1(e)(vi), as applicable, will apply. If the revised Restoration Cost Estimate or Restoration Schedule do not exceed the one hundred fifteen percent (115%) threshold or if the GOB does not terminate this Agreement, the GOB shall continue to make payments pursuant to Section 11.5(a) above, including Principal Payments, if any, (subject to repayment by the Company following the occurrence of the Commercial Operations Date pursuant to Section 11.5(a)) to the Company during such revised schedule period. After the end of the Restoration Schedule, as it may have been revised, the GOB shall have no further obligation to make payments pursuant to Section 11.5(a) above; and any additional costs incurred by the Company to expedite the completion of the Restoration shall not be included in the costs that form the basis of the tariff under Sections 16.6 or 16.7 of the Power Purchase Agreement. Notwithstanding the foregoing, if the Restoration has not been completed by the end of the Extended Period (as defined in the next sentence), then, unless the Company is diligently attempting to complete the Restoration, the GOB shall be entitled to terminate this Agreement upon thirty (30) Days notice, whereupon Sections 14.1(d) or 14.1(e)(iv), as the case may be, shall apply. The Extended Period shall commence on the first Day following the end of the Restoration Schedule (as such Restoration Schedule may have been extended due to an intervening Force Majeure Event or revised in accordance with this Section 11.8(b)) and will end on the last Day of a period equal to twenty-five (25) percent of the number of Days (recorded up to the next whole Day) in the Restoration Schedule (as it may have been revised); provided, however, that the Extended Period shall be extended for the full period of any intervening Force Majeure Event plus the period of time necessary for the Company to overcome the effects of the intervening Force Majeure Event.

Termination as a Result of a Force Majeure Event. (a) If this Agreement is terminated as a result of a Force Majeure Event or Change in Law covered by Sections 11.5(cSection 15.6(a), 15.6(e), Section 15.6(i) or 11.5(eSection 15.8(a), then the provisions of Section 14.1(c15.1(c) or Section 15.1(e) (for all termination resulting from Change in Law other than pursuant to Sections 11.5(h)(iii)as applicable) or 14.1(e) (in case of termination pursuant to Sections 11.5(c) in respect of Political Force Majeure) or 14.1(f) (in the case of termination pursuant to Section 11.5(d)) Implementation Agreement shall be applied to determine whether compensation is to be paid by the GOB Power Purchaser to the CompanyCompany and the amount of such compensation. (b) If the Company is required to proceed with a Restoration pursuant to Sections 11.5(aSection 15.6(a), 11.5(bSection 15.6(b), 11.5(c) Section 15.6(d), Section 15.6(e), or 11.5(d) Section 15.6(f), and the Restoration has not been or will shall not be completed by the end of the Restoration Schedule Period (as such Restoration Schedule Period may have been extended due to an intervening Force Majeure Event), or within the Restoration Cost Estimate, then the Company may, and if the Restoration Cost Estimate or Restoration Schedule Period is expected to be exceeded by fifteen percent (15%), the Company shall, develop a revised cost estimate and schedule as soon as possible and provide an explanation of the delay or revised cost or both to the GOBPower Purchaser. If the GOB Power Purchaser agrees that the delay and revised schedule, or revised cost estimate are reasonable and do not result from negligence, fault or unnecessary delay by the Company, (whether in the preparation of the Restoration Schedule Period and Restoration Cost Estimate in light of the information reasonably available at the time, and under the circumstances under which the Restoration Cost Estimate and Restoration Schedule Period were required to be prepared), prepared or in effecting the Restoration, or otherwise, ) the GOB Power Purchaser shall continue making the payments pursuant to Section 11.5(a), including Principal make Capacity Payments, if any (subject to repayment by the Company following the occurrence of the Commercial Operations Date pursuant to Section 11.5(a)). If the GOB Power Purchaser does not accept the explanation or the revised schedule or cost estimate, the matter shall be referred to an Expert expert selected pursuant to Section 11.6 15.7(c) for resolution, and the GOB Power Purchaser shall continue making to make the appropriate payments pending resolution of the Dispute dispute by the Expert. expert. (i) The Expert expert shall make its determination with respect to the revised schedule or revised cost and the Company’s liability therefor therefore within thirty (30) Days of such referral. If the Expert expert determines that the delay was not reasonable and that it was due to the Company’s negligence, fault, or unnecessary delay the Restoration Schedule Period shall not be revised. If the Expert expert concludes that the delay was reasonable under the circumstances and not due to the negligence, fault or unreasonable delay of the Company, the Expert expert shall fix the revised Restoration Schedule Period (the “Extended Period”) and Restoration Cost Estimate. If the revised Restoration Cost Estimate is more than one hundred and fifteen percent (115%) of the Restoration Cost cost Estimate, or the revised Restoration Schedule Period is more than one hundred and fifteen percent (115%) of the Restoration SchedulePeriod, the GOB Power Purchaser with the approval of the GOP may elect to terminate this Agreement, Agreement unless the Company elects to attempt to complete the Restoration during the Extended Period, as described below. Upon such termination, and the provisions of Sections 14.1(c), 14.1(dGOP shall pay the applicable compensation pursuant to Section 15.1(d) or 14.1(e)(vi), Section 15.1(e)(vi) (as applicable, will the case may be) shall apply. If the revised Restoration Cost Estimate or Restoration Schedule Period do not exceed the one hundred and fifteen percent (115%) threshold threshold, or if the GOB Power Purchaser does not terminate this Agreement, the GOB Power Purchaser shall continue to make payments pursuant to Section 11.5(a) above, including Principal Payments, if any, (subject to repayment by the Company following the occurrence of the Commercial Operations Date pursuant to Section 11.5(a)) Capacity Payments to the Company during such revised schedule period. After the end of the Restoration SchedulePeriod, as it may have been revised, the GOB Power Purchaser shall have no further obligation to make payments pursuant to Section 11.5(a) above; Capacity Payments and any additional costs incurred by the Company to expedite the completion of the Restoration shall not be included in the costs that form the basis of the tariff Tariff under Sections 16.6 or 16.7 Section 15.8 of the Power Purchase this Agreement. . (ii) Notwithstanding the foregoingprovisions of Section 15.9(b)(i), if the Restoration has not been completed by the end of the Extended Period (as defined in the next sentence), then, unless the Company is diligently attempting to complete the Restoration, the GOB Power Purchaser, with the written approval of the GOP, shall be entitled to terminate this Agreement upon thirty (30) Days notice, whereupon Sections 14.1(dSection 15.1(d) or 14.1(e)(iv), as Section 15.1(e)(iv) of the case may be, Implementation Agreement shall apply. The Extended Period shall commence on the first (1st) Day following the end of the Restoration Schedule (as such Restoration Schedule may have been extended due to an intervening Force Majeure Event or revised in accordance with this Section 11.8(b)15.9(b) and will shall end on the last Day of a period equal to twenty-five percent (25%) percent of the number of Days (recorded up to the next whole Day) in the Restoration Schedule (as it may have been revised); provided, however, that the Extended Period shall be extended for the full period of any intervening Force Majeure Event plus the period of time necessary for the Company to overcome the effects of the intervening Force Majeure Event.