Common use of Independent Expert Clause in Contracts

Independent Expert. (a) If this agreement provides that a Dispute is to be referred for determination by an independent expert, then the parties must appoint a person to which the Dispute will be referred for determination (“Independent Expert”) by mutual agreement within 10 Business Days after a notice referring a Dispute to an Independent Expert being given (or such longer period the parties agree). (b) Failing agreement within the period specified in paragraph (a), either party may request the CEO of the Resolution Institute (or their independent nominee) to appoint an Independent Expert. (c) If an Independent Expert is not appointed within 20 Business Days after the date of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute (including in the context of the NEM) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) The Independent Expert will act as an expert and not as an arbitrator. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) the Independent Expert must consult with the parties concerning the matters under Dispute; (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) Each party will bear its own costs in respect of or in connection with any determination by an Independent Expert. (j) The costs of the Independent Expert will be borne equally between the parties.

Independent Expert. (a) If this agreement provides that a Dispute is to be referred for determination by an independent expert, then the parties must appoint a person to which the Dispute will be referred for determination (“Independent Expert”) by mutual agreement within 10 Business Days after a notice referring a Dispute dispute to an Independent Expert being given (or such longer period the parties agree). (b) Failing agreement within the period specified in paragraph (a), either party may request the CEO of the Resolution Institute (or their independent nominee) to appoint an Independent Expert. (c) If an Independent Expert is not appointed within 20 Business Days after the date of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute dispute (including in the context of the NEM) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) The Independent Expert will act as an expert and not as an arbitrator. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the Disputedispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) the Independent Expert must consult with the parties concerning the matters under Disputedispute; (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) Each party will bear its own costs in respect of or in connection with any determination by an Independent Expert. (j) The costs of the Independent Expert will be borne equally between the parties.

Independent Expert. ‌ (a) If this agreement provides that a Dispute is to be referred for determination by an independent expert, then the parties must appoint a person to which the Dispute will be referred for determination (“Independent Expert”) by mutual agreement within 10 Business Days after a notice referring a Dispute to an Independent Expert being given (or such longer period the parties agree).agree).‌ (b) Failing agreement within the period specified in paragraph (a), either party may request the CEO of the Resolution Institute (or their independent nominee) to appoint an Independent Expert.Expert.‌ (c) If an Independent Expert is not appointed within 20 Business Days after the date of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute (including in the context of the NEM) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) The Independent Expert will act as an expert and not as an arbitrator. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) the Independent Expert must consult with the parties concerning the matters under Dispute; (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) Each party will bear its own costs in respect of or in connection with any determination by an Independent Expert. (j) The costs of the Independent Expert will be borne equally between the parties.

Independent Expert. (a) If this agreement Agreement expressly provides that a Dispute is to be referred for determination by an independent expertexpert and a party wishes to progress the Dispute, then the that party must refer that Dispute to be determined by an appropriately qualified independent expert (Independent Expert). The parties must appoint a person use reasonable endeavours to which agree the Dispute will be referred for determination (“identity of that Independent Expert”) by mutual agreement Expert within 10 Business Days after a notice referring a that Dispute to an Independent Expert being given (or such longer period the parties agree). (b) . Failing agreement within the period specified in paragraph (aclause 41.6(a), either if a party may wishes to progress the Dispute, that party must request the CEO of the Resolution Institute (or their independent nominee) to identify and appoint an Independent Expert. (c) . If an Independent Expert is not appointed within 20 Business Days after the date of the request being made to the CEO of the Resolution Institute (or their independent nominee) under paragraph (bclause 41.6(b), then either and a party may wishes to progress the Dispute, that party must commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) . The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute experience (including in the context of the NEMNational Energy Market) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) . The Independent Expert will act as an expert and not as an arbitrator. (f) . The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) . The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) : the Independent Expert must consult with the parties concerning the matters under Dispute; (ii) ; the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the appointment of the Independent Expert; the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) ; the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) ; the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) and the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference of the Dispute by a party to the Independent Expert. (h) . In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) . Each party will bear its own costs in respect of or in connection with any determination by an Independent Expert. (j) . The costs of the Independent Expert will be borne equally between the parties. The dispute resolution procedures in this clause 41 and/or clause 42 do not apply to impair, delay or otherwise prejudice the exercise by a party of its rights provided in any Project Document (including any right of termination). Despite the existence of any Dispute, each party must continue to perform its obligations under each Project Document. Nothing in this clause 41 or clause 42 prevents either party from seeking urgent injunctive or declaratory relief.

Independent Expert. (a) If this agreement Agreement expressly provides that a Dispute is to be referred for determination by an independent expertexpert and a party wishes to progress the Dispute, then the that party must refer that Dispute to be determined by an appropriately qualified independent expert (Independent Expert). The parties must appoint a person use reasonable endeavours to which agree the Dispute will be referred for determination (“identity of that Independent Expert”) by mutual agreement Expert within 10 Business Days after a notice referring a that Dispute to an Independent Expert being given (or such longer period the parties agree). (b) Failing agreement within the period specified in paragraph (aclause 41.6(a), either if a party may wishes to progress the Dispute, that party must request the CEO of the Resolution Institute (or their independent nominee) to identify and appoint an Independent Expert. (c) If an Independent Expert is not appointed within 20 Business Days after the date of the request being made to the CEO of the Resolution Institute (or their independent nominee) under paragraph (bclause 41.6(b), then either and a party may wishes to progress the Dispute, that party must commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute experience (including in the context of the NEMNational Energy Market) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) The Independent Expert will act as an expert and not as an arbitrator. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) the Independent Expert must consult with the parties concerning the matters under Dispute; (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointmentthe appointment of the Independent Expert; (iii) the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference of the Dispute by a party to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) Each party will bear its own costs in respect of or in connection with any determination by an Independent Expert. (j) The costs of the Independent Expert will be borne equally between the parties.

Independent Expert. (a) If this agreement provides that a Dispute is to be referred for determination by an independent expert, then the parties must appoint a person to which the Dispute will be referred for determination (“Independent Expert”) by mutual agreement within 10 Business Days after a notice referring a Dispute dDispute to an Independent Expert being given (or such longer period the parties agree). (b) Failing agreement within the period specified in paragraph (a), either party may request the CEO of the Resolution Institute (or their independent nominee) to appoint an Independent Expert. (c) If an Independent Expert is not appointed within 20 Business Days after the date of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute dDispute (including in the context of the NEM) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) The Independent Expert will act as an expert and not as an arbitrator. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the DisputedDispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) the Independent Expert must consult with the parties concerning the matters under DisputedDispute; (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute dDispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) Each party will bear its own costs in respect of or in connection with any determination by an Independent Expert. (j) The costs of the Independent Expert will be borne equally between the parties.

Independent Expert. ‌ (a) If this agreement provides that a Dispute is to be referred for determination by an independent expert, then the parties must appoint a person to which the Dispute will be referred for determination (“Independent Expert”) by mutual agreement within 10 Business Days after a notice referring a Dispute to an Independent Expert being given (or such longer period the parties agree).agree).‌ (b) Failing agreement within the period specified in paragraph (a), either party may request the CEO of the Resolution Institute (or their independent nominee) to appoint an Independent Expert.Expert.‌ (c) If an Independent Expert is not appointed within 20 Business Days after the date of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute (including in the context of the NEM) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) The Independent Expert will act as an expert and not as an arbitrator. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) the Independent Expert must consult with the parties concerning the matters under Dispute; (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) Each party will bear its own costs in respect of relation to or in connection with any determination by an Independent Expert. (j) The costs of the Independent Expert will be borne equally between the parties.

Independent Expert. (a) If this agreement provides that a Dispute is to be referred for determination by an independent expert, then the parties must appoint a person to which the Dispute will be referred for determination (“Independent Expert”) by mutual agreement within 10 Business Days after a notice referring a Dispute to an Independent Expert being given (or such longer period the parties agree). (b) Failing agreement within the period specified in paragraph (a), either party may request the CEO of the Resolution Institute (or their independent nominee) to appoint an Independent Expert. (c) If an Independent Expert is not appointed within 20 Business Days after the date of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute (including in the context of the NEM) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) The Independent Expert will act as an expert and not as an arbitrator. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) the Independent Expert must consult with the parties concerning the matters under Dispute; (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert.. DRAFT (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) Each party will bear its own costs in respect of or in connection with any determination by an Independent Expert. (j) The costs of the Independent Expert will be borne equally between the parties.

Independent Expert. ‌ (a) This clause 15.3 will only apply between the parties in respect of a Dispute where either this agreement expressly provides that the Dispute can be referred to an Independent Expert under this clause 15.3 or the parties otherwise agree to refer the Dispute to an Independent Expert.‌ (b) If this agreement provides that a Dispute is to be referred for determination by an independent expertclause 15.3 applies, then the parties must appoint a person (subject to clause 15.3(a)) an independent expert to which the Dispute will be referred for determination (“Independent Expert”) either:‌ (1) by mutual agreement within 10 5 Business Days after of a notice Notice referring a Dispute to an Independent Expert being given (or such longer period as the parties may agree).; or‌ (b2) Failing failing agreement to appoint an Independent Expert within the period specified in paragraph (aclause 15.3(b)(1), either party may request the CEO of the Resolution Institute (or their independent nominee) to appoint an Independent Expert. (c) If an Independent Expert is not appointed to which the Dispute will be referred, which appointment must be made within 20 15 Business Days after the date of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation to the Dispute.made.‌ (dc) The Independent Expert appointed must under clause 15.3(b) must: (1) have reasonable qualifications, and commercial and practical experience, in the area of the Dispute dispute; (including in the context of the NEM2) and have no interest or duty which conflicts or may conflict with their his/her function as an Independent Expert, and the Independent Expert will be required to fully disclose any such interest or duty before his/her appointment; and (3) not be an employee or former employee of any of the parties or any of their Related Bodies Corporate. (d) If the Resolution Institute is unwilling or unable to appoint an Independent Expert within the period specified in clause 15.3(b)(2), the Dispute will not be referred to an Independent Expert, and either party may refer the Dispute to resolution in accordance with clause 15.2(d). (e) The parties must make their submissions to the Independent Expert within 20 Business Days of the Independent Expert’s appointment. (f) The Independent Expert will inform the parties of its decision in writing and its reasons for its decision within 15 Business Days of the closing of submissions made to it by the parties. (g) The Independent Expert will act as an expert and not as an arbitrator. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) the Independent Expert must consult with the parties concerning the matters under Dispute; (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree each party agrees that any decision or award made by an Independent Expert pursuant to this clause 15.3 will be final and binding. (i) Each party will must bear its own costs incurred in respect the preparation and presentation of or in connection with any determination by an submissions, documents and information to the Independent Expert. (j) The costs parties agree that the fees and expenses of the Independent Expert will be borne as follows: (1) if the expert determines the relevant Dispute 100% in favour of one party, those fees and expenses will be borne 100% by the other party; or (2) if the expert does not determine the relevant Dispute 100% in favour of one party, those fees and expenses will be borne: (A) equally between the partiesparties unless subparagraph (B) applies; or (B) as directed by the expert after taking into account each party’s relative success or failure in making their respective claims the subject of the relevant Dispute.

Independent Expert. (a) If this agreement provides that a Dispute is to be referred for determination by an independent expert, then the parties must appoint a person to which the Dispute will be referred for determination (“Independent Expert”) by mutual agreement within 10 Business Days after a notice referring a Dispute to an Independent Expert being given (or such longer period the parties agree). (b) . Failing agreement within the period specified in paragraph (a), either party may request the CEO of the Resolution Institute (or their independent nominee) to appoint an Independent Expert. (c) . If an Independent Expert is not appointed within 20 Business Days after the date of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) . The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute (including in the context of the NEM) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) . The Independent Expert will act as an expert and not as an arbitrator. (f) . The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) . The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) : the Independent Expert must consult with the parties concerning the matters under Dispute; (ii) ; the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) ; the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) ; the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) ; the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) and the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) . In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) . Each party will bear its own costs in respect of relation to or in connection with any determination by an Independent Expert. (j) . The costs of the Independent Expert will be borne equally between the parties.. Other relief The Dispute resolution procedures in this clause 23 do not apply to impair, delay or otherwise prejudice the exercise by a party of its rights provided in this agreement (including any right of termination). Continued performance following a Dispute Despite the existence of any Dispute, each party must continue to perform its obligations under this agreement. Interim relief Nothing in this clause 23 prevents either party from seeking urgent injunctive or declaratory relief. 24Confidentiality Disclosure of information Each party agrees not to disclose information provided by the other party (including the contents of this agreement) except: information that is publicly available (other than through a breach of this clause 24); to any person in connection with an exercise of rights or a dealing, or proposed dealing, with rights or obligations in connection with this agreement; to officers, employees, agents, contractors, legal and other advisers and auditors of the party; to: a bank or other financial institution (and its professional advisers) in connection with any existing or proposed loan or other financial accommodation of, or sought to be arranged by, the recipient of the information;

Independent Expert. (a) If this agreement provides that a Dispute is to be referred for determination by an independent expert, then the parties must appoint a person to which the Dispute will be referred for determination (“Independent Expert”) by mutual agreement within 10 Business Days after a notice referring a Dispute dispute to an Independent Expert being given (or such longer period the parties agree). (b) Failing agreement within the period specified in paragraph (a), either party may request the CEO of the Resolution Institute (or their independent nominee) to appoint an Independent Expert. (c) If an Independent Expert is not appointed within 20 Business Days after the date of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute dispute (including in the context of the NEM) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) The Independent Expert will act as an expert and not as an arbitrator. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the Disputedispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) the Independent Expert must consult with the parties concerning the matters under Disputedispute; (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) Each party will bear its own costs in respect of or in connection with any determination by an Independent Expert. (j) The costs of the Independent Expert will be borne equally between the parties.

Independent Expert. 16.4.1 The Project Company and the Contracting Authority shall put their best endeavours in order to jointly appoint the Independent Expert in accordance with regulation 56(1) of the PPP Regulations, within one hundred and twenty (120) days of the Execution Date. The proposed Independent Expert must be a reputable experienced firm with extensive international and Kenyan experience with the role of Independent Expert in comparable PPP projects and the selection shall be broadly in accordance with: (a) If this agreement provides that a Dispute is to be referred for determination by an independent expert, then the parties must appoint a person to which the Dispute will be referred for determination selection criteria and process set out in Schedule 11 (“Independent Expert”) by mutual agreement within 10 Business Days after a notice referring a Dispute to an Independent Expert being given (or such longer period the parties agree). (b) Failing agreement within the period specified in paragraph (a), either party may request the CEO which consists of the Resolution Institute (or their independent nominee) to appoint an Independent Expert. (c) If an Independent Expert is not appointed within 20 Business Days after the date of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute (including in the context of the NEM) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) The Independent Expert will act as an expert and not as an arbitrator. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirementsthe: (i) the Independent Expert must consult with the parties concerning the matters under DisputeExpert’s Terms of Reference; (ii) Request for Proposals for the appointment of an Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment;Expert; and (iii) the draft of Independent Expert must meet with representatives Agreement; and (b) applicable procurement laws of Kenya. 16.4.2 The initial Independent Expert Agreement shall be entered into for at least the period until the date falling two (2) years after the end of the parties Construction Period. Thereafter each 16.4.3 Both Parties shall have the right to discuss terminate the existing Independent Expert Agreement and replace the Independent Expert in accordance with the appointment procedure under Clause 16.4.1, if the Independent Expert is in material breach of its obligations under the Independent Expert Agreement. Such termination shall not become effective prior to the appointment of the replacement Independent Expert that meets the necessary technical, financial and legal requirements to perform its obligations under the proposed Independent Expert Agreement and conditions under Clause 16.4.1. If either Party is a terminating party and the other Party fails to propose, in the reasonable opinion of the terminating party, suitable replacement candidates within twenty (20) Business Days after receipt by the other party of a written request from the terminating party, the terminating party shall have the right to unilaterally appoint the Independent Expert on behalf of the Parties. The terms of the replacement Independent Expert Agreement shall not be objected to if they are similar to the Independent Expert Agreement entered into on or about the Execution Date (inclusive of the requirements of Clause 16.4.4 below). 16.4.4 The Independent Expert shall perform its obligations and discharge its duties in accordance with the provisions of the Independent Expert Agreement (and any queries they may have guidelines issued by the PPP Directorate pursuant to regulation 56 of the PPP Regulations) whose main principles include, among others, the following terms and conditions: (a) the reasonably and properly incurred costs arising in connection with the election, appointment and work of the Independent Expert shall be paid for by the Project Company but with the costs borne jointly between the Parties (other than costs incurred by the Independent Expert in relation to a Relevant Event in which case the draft reportProject Company shall be entitled to recover one hundred per cent. (100%)of its costs); (ivb) the Independent Expert must keep information provided by or on behalf act independently, fairly and impartially and shall have a duty of care to both the parties to Contracting Authority and the Independent Expert confidentialProject Company; (vc) the Independent Expert may investigate shall fulfil its reporting obligations to the matters under Dispute Contracting Authority and make inquiries in relation to them, the Project Company directly and take the advice of any other person simultaneously; (d) the Independent Expert deems appropriateshall provide its services at all times and in all circumstances in accordance with the provisions of this Agreement and the Independent Expert Agreement; (e) before resolving a Dispute, the Independent Expert shall provide the Contracting Authority and the Project Company with the opportunity to express their opinion regarding the relevant case; (f) if the Independent Expert prepares a false report or provides the Contracting Authority or the Project Company with misleading information, then the Contracting Authority or the Project Company may terminate the Independent Expert Agreement; and (vig) both the Contracting Authority and the Project Company are entitled to consult with the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) Each party will bear its own costs in respect of all aspects of any matter regarding the Works or in connection with any determination by an Independent ExpertRoutine Maintenance works or operations. (j) The costs of the Independent Expert will be borne equally between the parties.

Independent Expert. (a) If this agreement provides that a Dispute notice is to be referred for determination by an independent expertgiven under clause 7.4(b), then the parties Purchaser and the Vendor must appoint a person the Independent Expert to which determine the Dispute will be referred for determination (“matters in dispute in accordance with this clause 7.5 and must provide the following information to the Independent Expert”: (i) by mutual agreement within 10 Business Days after a the Settlement Statement (together with any working papers); (ii) the notice referring a Dispute to under clause 7.3(a); and (iii) an Independent Expert being given (or such longer period extract of the parties agree)relevant provisions of this Agreement. (b) Failing agreement The Independent Expert must be instructed to determine the matters in dispute within the period specified in paragraph (a), either party may request the CEO 20 Business Days of receipt of the Resolution Institute (or their independent nomineesubmission(s) to appoint an Independent Expertfrom the Vendor and the Purchaser in accordance with clause 7.5(c). (c) If an Each of the Purchaser and the Vendor is entitled to make a submission to the Independent Expert is not appointed within 20 10 Business Days after the date of the request being appointment of the Independent Expert. A copy of any such submission made under paragraph (b), then by either party may commence proceedings in a court of competent jurisdiction in relation those Parties must be given to the Disputeother Parties (as applicable). (d) The Independent Expert appointed will determine the matters in dispute in accordance with the Resolution Institute Expert Determination Rules. The Independent Expert must have reasonable qualifications, and commercial and practical experiencedetermine the matter in dispute: (i) having regard to the terms of this Agreement (including the Settlement Statement Accounting Principles); (ii) according to whatever procedures the Independent Expert decides, in the area of the Dispute (including in the context of the NEM) and no interest or duty which conflicts or may conflict with their function as an Independent Expert’s absolute discretion, but subject to the requirements of procedural fairness; and (iii) exercising the Independent Expert’s own skill, judgment and experience. (e) The Independent Expert will must act as an expert and not as an arbitrator. The determination in writing of the Independent Expert will, in the absence of manifest error (in which case the relevant part of its determination is void and the matter must be remitted to the Independent Expert for correction) or fraud, be final and binding on the Parties. The determination of the Independent Expert will be deemed to be incorporated into the Settlement Statement. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) the Independent Expert must consult with the parties concerning the matters under Dispute; (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) Each party will bear its own costs in respect of or in connection with any determination by an Independent Expert. (j) The costs of the Independent Expert will must be borne equally between by the partiesParty or Parties (as applicable) which the Independent Expert determines should bear the costs. If the Independent Expert fails to make a costs determination, the Parties will share the costs of the Independent Expert in equal proportions.

Independent Expert. (a) If this agreement provides that a Dispute is to be referred for determination by an independent expert, then the parties must appoint a person to which the Dispute will be referred for determination (“Independent Expert”) by mutual agreement within 10 Business Days after a notice referring a Dispute to an Independent Expert being given (or such longer period the parties agree). (b) Failing agreement within the period specified in paragraph (a), either party may request the CEO of the Resolution Institute (or their independent nominee) to appoint an Independent Expert. (c) If an Independent Expert is not appointed within 20 Business Days after the date of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute (including in the context of the NEM) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) The Independent Expert will act as an expert and not as an arbitrator. (f) The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) the Independent Expert must consult with the parties concerning the matters under Dispute; (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) Each party will bear its own costs in respect of relation to or in connection with any determination by an Independent Expert. (j) The costs of the Independent Expert will be borne equally between the parties.

Independent Expert. (a) If this agreement provides that a Dispute is party gives notice to be referred for determination by an independent expertthe other party under clause 39.2(f)(iii), then the parties must appoint must, within 5 Business Days. agree on a person to which who has the Dispute will be referred qualifications set out in clause 39.3(c) for determination (“Independent Expert”) by mutual agreement within 10 Business Days after a notice referring a Dispute to an the purposes of acting as Independent Expert being given (or such longer period the parties agree)under this clause. (b) Failing agreement within If the period specified parties are unable to agree in paragraph (aaccordance with clause 39.3(a), either party may request that the CEO President of the Resolution Institute (or their independent nomineeof Chartered Accountants in Victoria nominates a person who has the qualifications set out in clause 39.3(c) to appoint an act as Independent ExpertExpert under this clause. (c) If an The Independent Expert is not appointed within 20 Business Days after must be a person: (i) independent of both parties; and (ii) who has appropriate qualifications and experience in the date subject matter of the request being made under paragraph (b), then either party may commence proceedings in a court of competent jurisdiction in relation Dispute to settle the Dispute. (d) The If the Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in agreed by the area parties under clause 39.3(a) or nominated by the President of the Dispute (including Institute of Chartered Accountants in Victoria under clause 39.3(b) accepts the context of the NEM) and no interest or duty which conflicts or may conflict with their function appointment as an Independent Expert, that person must act as Independent Expert to resolve the Dispute in accordance with this clause 39.3. (e) The Independent Expert will must act as an expert and not as an arbitratorarbitrator in resolving the Dispute and the provisions of the Commercial Arbitration Act 1984 (Vic) do not apply. (f) The parties must comply with all reasonable requests by an decision of the Independent Expert for information relating in relation to the DisputeDispute will be final and binding on the parties. (g) The parties A party must ensure that provide all reasonable assistance to the Independent Expert’s terms Expert for the purposes of appointment include resolving the following requirementsDispute, including: (i) providing the Independent Expert must consult with any documents or information requested by the parties concerning the matters under Dispute;Independent Expert; and (ii) the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the Independent Expert must meet complying with representatives all reasonable requests of the parties to discuss any queries they may have in relation to the draft report; (iv) the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference to the Independent Expert. (h) In the absence of fraud or manifest error, the parties agree that any decision or award made by an The Independent Expert must decide on which party, or in what proportions each party, will be final and bindingpay the costs of the Independent Expert resolving a Dispute in accordance with this clause 39.3. (i) Each A party will bear its own costs in respect of or in connection with any determination by an Independent Expert. (j) The must pay the costs of the Independent Expert will be borne equally between as decided by the parties.Independent Expert under clause 39.3(h). 91 EXECUTED as an agreement. THE COMMON SEAL of ) WESTAR PTY LTD ) was affixed to this document ) in the presence of: ) ------------------------------------ ---------------------------------------- Signature of director Signature of director/secretary ------------------------------------ ---------------------------------------- Name of director (please print) Name of director/secretary (please print) THE COMMON SEAL of ) EASTERN ENERGY LIMITED ) was fixed to this document ) in the presence of: ) ------------------------------------ ---------------------------------------- Signature of director Signature of director/secretary ------------------------------------ ---------------------------------------- Name of director (please print) Name of director/secretary (please print) THE COMMON SEAL of ) TXU NETWORKS PTY LTD ) was affixed to this document ) in the presence of: ) ------------------------------------ ---------------------------------------- Signature of director Signature of director/secretary ------------------------------------ ---------------------------------------- Name of director (please print) Name of director/secretary (please print) THE COMMON SEAL of ) AKAMON PTY LTD ) was fixed to this document ) in the presence of: ) ------------------------------------ ---------------------------------------- Signature of director Signature of director/secretary ------------------------------------ ---------------------------------------- Name of director (please print) Name of director/secretary (please print) THE COMMON SEAL of ) TENIX PTY LTD ) was fixed to this document ) in the presence of: ) ------------------------------------ ---------------------------------------- Signature of director Signature of director/secretary ------------------------------------ ---------------------------------------- Name of director (please print) Name of director/secretary (please print) SCHEDULE 1 MAP OF THE ELECTRICITY DISTRIBUTION NETWORK [GRAPHIC OMITTED]

Independent Expert. (a) If this agreement Agreement expressly provides that a Dispute is to be referred for determination by an independent expertexpert and a party wishes to progress the Dispute, then the that party must refer that Dispute to be determined by an appropriately qualified independent expert (Independent Expert). The parties must appoint a person use reasonable endeavours to which agree the Dispute will be referred for determination (“identity of that Independent Expert”) by mutual agreement Expert within 10 Business Days after a notice referring a that Dispute to an Independent Expert being given (or such longer period the parties agree). (b) . Failing agreement within the period specified in paragraph (aclause 35.6(a), either if a party may wishes to progress the Dispute, that party must request the CEO of the Resolution Institute (or their independent nominee) to identify and appoint an Independent Expert. (c) . If an Independent Expert is not appointed within 20 Business Days after the date of the request being made to the CEO of the Resolution Institute (or their independent nominee) under paragraph (bclause 35.6(b), then either and a party may wishes to progress the Dispute, that party must commence proceedings in a court of competent jurisdiction in relation to the Dispute. (d) . The Independent Expert appointed must have reasonable qualifications, and commercial and practical experience, in the area of the Dispute experience (including in the context of the NEMNational Energy Market) and no interest or duty which conflicts or may conflict with their function as an Independent Expert. (e) . The Independent Expert will act as an expert and not as an arbitrator. (f) . The parties must comply with all reasonable requests by an Independent Expert for information relating to the Dispute. (g) . The parties must ensure that the Independent Expert’s terms of appointment include the following requirements: (i) : the Independent Expert must consult with the parties concerning the matters under Dispute; (ii) ; the Independent Expert must make a draft report available to the parties within 30 Business Days after their appointment; (iii) the appointment of the Independent Expert; the Independent Expert must meet with representatives of the parties to discuss any queries they may have in relation to the draft report; (iv) ; the Independent Expert must keep information provided by or on behalf of the parties to the Independent Expert confidential; (v) ; the Independent Expert may investigate the matters under Dispute and make inquiries in relation to them, and take the advice of any other person the Independent Expert deems appropriate; and (vi) and the Independent Expert will use their best endeavours to notify the parties of the Independent Expert’s determination within 60 Business Days after the reference of the Dispute by a party to the Independent Expert. (h) . In the absence of fraud or manifest error, the parties agree that any decision or award made by an Independent Expert will be final and binding. (i) . Each party will bear its own costs in respect of or in connection with any determination by an Independent Expert. (j) . The costs of the Independent Expert will be borne equally between the parties. The dispute resolution procedures in this clause 35 and/or clause 36 do not apply to impair, delay or otherwise prejudice the exercise by a party of its rights provided in any Project Document (including any right of termination). Despite the existence of any Dispute, each party must continue to perform its obligations under each Project Document.