PURCHASE AND SALE AGREEMENT by and among DUKE ENERGY BRAZIL HOLDINGS II, C.V., DUKE ENERGY INTERNATIONAL URUGUAY INVESTMENTS SRL, DUKE ENERGY INTERNATIONAL GROUP S.A.R.L., DUKE ENERGY INTERNATIONAL ESPAÑA HOLDINGS SL, DUKE ENERGY INTERNATIONAL...Purchase and Sale Agreement • October 13th, 2016 • Duke Energy CORP • Electric & other services combined • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 10, 2016, is entered into by and among Duke Energy Luxembourg IV, S.a.r.l., a Luxembourg société à responsabilité limitée (“DEL IV”), in its capacity as general partner for and on behalf of Duke Energy Brazil Holdings II, C.V., a limited partnership formed under the laws of the Netherlands (“DEBH II”), Duke Energy International Uruguay Investments SRL, a Uruguay entity (“DEI Uruguay” and each of DEBH II and DEI Uruguay, a “Seller,” and together, “Sellers”), Duke Energy International Group S.a.r.l., a Luxembourg société à responsabilité limitée (“DEIG”), Duke Energy International España Holdings SL, a Spain sociedad limitada (“DEI España”), Duke Energy International Investments No. 2 Ltd., a Bermuda exempted company (“DEII No. 2” and each of DEIG, DEI España, and DEII No. 2, a “Company,” and together, the “Companies”), ISQ Enerlam Aggregator, L.P., a limited partnership organized under the laws of the Cayman Island
PURCHASE AND SALE AGREEMENT by and among DUKE ENERGY INTERNATIONAL GROUP S.A.R.L., DUKE ENERGY INTERNATIONAL BRAZIL HOLDINGS S.A.R.L. and CHINA THREE GORGES (LUXEMBOURG) ENERGY S.A.R.L. Dated as of October 10, 2016Purchase and Sale Agreement • October 13th, 2016 • Duke Energy CORP • Electric & other services combined • New York
Schedule 1.1 Company Shares Schedule 1.4 Company Resignations and Terminations Schedule 2.4 Seller Required Statutory Approvals Schedule 2.5(a) Seller Ownership of Company Shares Schedule 2.5(b) Company Share Agreements Schedule 3.3 Company Required Consents Schedule 3.4 Company Required Statutory Approvals Schedule 3.5(a) Company Subsidiaries Schedule 3.5(b) Project Companies Schedule 3.5(c) Other Equity Interests Schedule 3.5(d) Company Share Agreements Schedule 3.6(a) Financial Statements Schedule 3.6(b) Preparation of Financial Statements Schedule 3.7 Absence of Certain Changes or Events Schedule 3.9(a) Tax Matters Schedule 3.9(a)(v) Taxing Authority Agreements Schedule 3.10 Litigation Schedule 3.11(a) Compliance with Laws Schedule 3.12(a) Company Plans Schedule 3.12(c) U.S. Benefit Plan Company Plans Schedule 3.12(d) Company Plan Claims Schedule 3.12(g) Payments Schedule 3.12(h) Acquired Company Benefits Schedule 3.13(a) Permits held by the Acquired Companies Schedule 3.13(a)(i) P
