Common use of Supplemental Tariffs Clause in Contracts

Supplemental Tariffs. (a) In the case of a Force Majeure Event that is covered by Section 15.6 (a), the Power Purchaser shall determine whether to proceed with the Restoration (subject to the obligation to pay special compensation pursuant to Section 15.8(b) or Section 15.8(c), as the case may be), or terminate this Agreement. The Company acknowledges that the Power Purchaser may require approval of a Report by any Relevant Authority and agrees to cooperate with such Relevant Authority as if it were the Power Purchaser. In the case of a Force Majeure Event covered by Section 15.6(e) the determination required to be made by the Power Purchaser under this Section 15.8(a) shall be made no later than fifteen (15) Business Days after the receipt of the Report by the Power Purchaser; provided, however, that if any matter is submitted to an expert for resolution pursuant to Section 15.7(c), such determination shall be made by the Power Purchaser no later than ten (10) Days after the decision is made by the expert. (b) In the case of a PPFME covered by Section 15.6(a), the Company shall unless this Agreement has been terminated by the Power Purchaser pursuant to Section 15.8(a) or Section 15.9(b), be entitled to receive Supplemental Tariffs in accordance with the procedures set forth in Schedule 1 to recover over the remainder of the Term (unless a shorter period for recovery of such costs is agreed by the Parties) the costs incurred in effecting the Restoration as provided in Section 15.8(d). (c) In the case of a CLFME covered by Section 15.6(a) the Company shall, unless this Agreement has been terminated by the Power Purchaser pursuant to Section 15.8(a) or Section 15.9(a) or Section 15.9(b), be entitled to receive Supplemental Tariffs in accordance with the procedures set forth in Schedule 1 to recover the costs of complying with the Change in Law, including (i) the cost of any material modifications or material capital additions to the Complex that are necessary for the Company to come into compliance with the Change in Law and are approved in accordance with Section 15.8(e) of this Agreement and (ii) the cost of additional quantities or higher quality of consumables that can be directly attributed to compliance by the Company with the Change in Law. Any reduction in cost due to a decrease in the use of quality of consumables by the Complex shall be credited to the Power Purchaser as provided in Section 15.8(d). (d) The Company shall, unless this Agreement has been terminated by the Power Purchaser pursuant to the Sections 15.8(a) or 15.9(b), be entitled to receive a Supplemental Tariff such that it will recover from the Power Purchaser, assuming Available Capacity is delivered at the Contract Capacity for eighty- eight percent (88%) of the hours in a Year, over the remainder of the Term the costs incurred in effecting the Restoration, including, without limitation, weighted average cost of capital equal to LIBOR plus six and one-half percent (6.5%), determined at the time the Complex returns to operation or, if the Complex did not cease operation, at the time the Restoration is completed by the Company. The costs to be recovered by the Company pursuant to this Section 15.8 and Section 15.9 shall be the costs that are actually incurred by the Company to effect the Restoration, as the case may be, to the extent those costs exceed any insurance proceeds; provided, however, that each such item of cost shall have been reasonable and appropriate for the Company to effect such Restoration consistent with the standards for the original construction, consistent with the requirements of the applicable Laws of Pakistan, Prudent Utility Practices and the use of efficient and, to the extent consistent with Prudent Utility Practices, low cost Restoration methods, as the case may be. The Company shall deliver a schedule of such costs to the Power Purchaser, together with copies of the invoices, for review by the Power Purchaser. If the Power Purchaser contests any item of cost on the basis of the foregoing standards and the Power Purchaser and the Company cannot agree, the issue of whether such item of cost should be recovered under this Agreement shall be referred to an expert pursuant to Section 15.7(c) to render a decision based on the foregoing standards. (e) If there is any Dispute as to whether any payment is due and payable to the Company pursuant to Section 15.6 or Section 15.8 or any Dispute as to the amount or timing of any such payment, then pending resolution of the Dispute, the Power Purchaser shall be obligated to pay to the Company the undisputed amount. Amounts determined through the Dispute resolution procedure in Article XVIII to be payable by the Power Purchaser shall be paid to the Company with interest equal to the Delayed Payment Rate from the date payment was due to the date of payment by the Power Purchaser.

Supplemental Tariffs. (a) In the case of a Force Majeure Event that is covered by Section 15.6 (a15.6(a), the Power Purchaser shall determine under Section 15.6(e) whether to proceed with the Restoration (subject to the obligation to pay special compensation pursuant to Section 15.8(b) or Section 15.8(c), as the case may be), or terminate this Agreement. The Company Seller acknowledges that the Power Purchaser may require approval delegate the review of a Report by to any Relevant Authority and agrees to cooperate with such Relevant Authority as if it were the Power Purchaser. In the case of a Force Majeure Event covered by Section Sections 15.6(a) or 15.6(e) ), the determination required to be made by the Power Purchaser under this Section 15.8(a) shall be made no later than fifteen (15) Business Days after the receipt of the Report by the Power Purchaser; provided, however, that if any matter is submitted to an expert Expert for resolution pursuant to Section 15.7(c), such determination shall be made by the Power Purchaser no later than ten (10) Days after the decision is made by the expertExpert. (b) In the case of a PPFME covered by Section 15.6(a), ) the Company shall Seller (unless this Agreement has been terminated by the Power Purchaser pursuant to Section 15.6(e), Section 15.8(a) or Section 15.9(b) or by either Party pursuant to Section 15.6(k)), shall be entitled to receive Supplemental Tariffs in accordance with the procedures set forth in Schedule 1 to recover over the remainder of the Term (unless a shorter period for recovery of such costs is agreed by the Parties) the costs incurred in effecting the Restoration as provided in Section 15.8(d15.6(e). (c) In the case of a CLFME covered by Section 15.6(a) the Company shall, Seller shall (unless this Agreement has been terminated by the Power Purchaser pursuant to Section Sections 15.6(e), 15.8(a) or 15.9 or by either Party pursuant to Section 15.9(a) or Section 15.9(b15.6(k)), be entitled to receive Supplemental Tariffs in accordance with the procedures set forth in Schedule 1 to recover the costs of complying with the Change in Law, including (i) including: the cost of any material modifications or material capital additions to the Complex that are necessary for the Company Seller to come into compliance with the Change in Law and are approved in accordance with Section 15.8(e) of this Agreement 15.8(d); and (ii) the cost of additional quantities or higher quality of consumables that can be directly attributed to compliance by the Company Seller with the Change in Law. Any reduction in cost due to a decrease in the use of quality of consumables by the Complex shall be credited to the Power Purchaser as provided in Section 15.8(d). (d) The Company shall, Seller shall (unless this Agreement has been terminated by the Power Purchaser pursuant to the Sections 15.6(e), 15.8(a) or 15.9(b15.9), be entitled to receive a Supplemental Tariff such that it will recover from the Power Purchaser, assuming Available Capacity is delivered at the Contract Capacity for eighty- eight percent (88%) of the hours in a Year, over the remainder of the Term Purchaser the costs actually incurred in effecting the Restoration, including, without limitation, weighted average cost of capital equal to LIBOR plus six and one-half percent (6.5[4.5%), ] determined at the time the Complex returns to operation or, if the Complex did not cease operation, at the time the Restoration is completed by the CompanySeller. The costs to be recovered by the Company Seller pursuant to this Section 15.8 and Section 15.9 shall be the costs that are actually incurred by the Company Seller to effect the Restoration, as the case may be, Restoration to the extent those costs exceed any insurance proceeds; provided, however, that each such item of cost shall have been reasonable and appropriate for the Company Seller to effect such Restoration consistent with the standards for the original construction, consistent with the requirements of construction and the applicable Laws of Pakistan, Prudent Utility Practices Pakistan and the use of efficient and, to the extent consistent with Prudent Utility Practices, low cost Restoration methods, as the case may be. The Company Seller shall deliver a schedule of such costs to the Power Purchaser, together with copies of the invoices, for review by the Power Purchaser. If the Power Purchaser contests any item of cost on the basis of the foregoing standards and the Power Purchaser and the Company Seller cannot agree, the issue of whether such item of cost should be recovered under this Agreement shall be referred to an expert Expert pursuant to Section 15.7(c) to render a decision based on the foregoing standards. (e) If there is any Dispute as to whether any payment is due and payable to the Company Seller pursuant to Section 15.6 or this Section 15.8 or any Dispute as to the amount or timing of any such payment, then pending resolution of the Dispute, the Power Purchaser shall be obligated to pay to the Company Seller the undisputed amount. Amounts determined through the Dispute resolution procedure in Article XVIII to be payable by the Power Purchaser shall be paid to the Company Seller with interest equal to the Delayed Payment Rate from the date payment was due to the date of payment by the Power Purchaser. (f) [If the Pakistan Political Force Majeure Event that results in damage to the Complex (i) is an event or circumstance set out in Section 15.1(a)(iii) above, (ii) is also a State Political Force Majeure Event under, and as defined in, the AJ&K Implementation Agreement and (iii) occurs inside AJ&K only, then the Seller shall seek appropriate compensation for the restoration costs from the GOAJK and the GOAJK shall be solely responsible to pay such compensation.]27 (g) [The Parties acknowledge that there exists a special legal and constitutional relationship between the GOP, the Council and the GOAJK. Variation or imposition of taxes, duties or levies on the income, profits or gains of the Seller, the Contractors, the Lenders or the Investors from the Project, by the GOAJK or the Council through adoption of any Laws of Pakistan enacted on or after the date of this Agreement shall be allowed to the Seller as a Pass Through Item under Part III of Schedule 1. Any material modification or capital addition to the Complex necessitated by application of any change in law of the GOAJK or the Council through adoption of any Laws of Pakistan enacted on or after the date of this Agreement shall be allowed to the Seller as a Change in Law and compensated by way of Supplemental Tariff.]28 (h) [If the variation or imposition of taxes, duties or levies on the income, profits or gains of the Seller, the Contractors, the Lenders or the Investors from the Project, by the GOAJK or the Council is not through adoption of any Laws of Pakistan enacted after the date of this Agreement, or (ii) causation of a Change in Law under, and as defined in, the AJ&K Implementation Agreement, is not through adoption of any Laws of Pakistan enacted on or after the date of this Agreement, then the Seller shall seek appropriate compensation from the GOAJK and the GOAJK shall be solely responsible to pay such compensation.]29

Supplemental Tariffs. (a) In the case of a Force Majeure Event that is covered by Section 15.6 (a15.6(a), the Power Purchaser shall determine under Section 15.6(e) whether to proceed with the Restoration (subject to the obligation to pay special compensation pursuant to Section 15.8(b) or Section 15.8(c), as the case may be), or terminate this Agreement. The Company Seller acknowledges that the Power Purchaser may require approval delegate the review of a Report by to any Relevant Authority and agrees to cooperate with such Relevant Authority as if it were the Power Purchaser. In the case of a Force Majeure Event covered by Section Sections 15.6(a) or 15.6(e) ), the determination required to be made by the Power Purchaser under this Section 15.8(a) shall be made no later than fifteen (15) Business Days after the receipt of the Report by the Power Purchaser; provided, however, that if any matter is submitted to an expert Expert for resolution pursuant to Section 15.7(c), such determination shall be made by the Power Purchaser no later than ten (10) Days after the decision is made by the expertExpert. (b) In the case of a PPFME covered by Section 15.6(a), the Company shall Seller (unless this Agreement has been terminated by the Power Purchaser pursuant to Section 15.6(e), Section 15.8(a) or Section 15.9(b) or by either Party pursuant to Section 15.6(k)), shall be entitled to receive Supplemental Tariffs in accordance with the procedures set forth in Schedule 1 to recover over the remainder of the Term (unless a shorter period for recovery of such costs is agreed by the Parties) the costs incurred in effecting the Restoration as provided in Section 15.8(d15.6(e). (c) In the case of a CLFME covered by Section 15.6(a) ), the Company shall, Seller shall (unless this Agreement has been terminated by the Power Purchaser pursuant to Section Sections 15.6(e), 15.8(a) or 15.9 or by either Party pursuant to Section 15.9(a) or Section 15.9(b15.6(k)), be entitled to receive Supplemental Tariffs in accordance with the procedures set forth in Schedule 1 to recover the costs of complying with the Change in Law, including including: (i) the cost of any material modifications or material capital additions to the Complex that are necessary for the Company Seller to come into compliance with the Change in Law and are approved in accordance with Section 15.8(e) of this Agreement and 15.8(d); and (ii) the cost of additional quantities or higher quality of consumables that can be directly attributed to compliance by the Company Seller with the Change in Law. Any reduction in cost due to a decrease in the use of quality of consumables by the Complex shall be credited to the Power Purchaser as provided in Section 15.8(d)., (d) The Company shall, Seller shall (unless this Agreement has been terminated by the Power Purchaser pursuant to the Sections 15.6(e), 15.8(a) or 15.9(b15.9), be entitled to receive a Supplemental Tariff such that it will recover from the Power Purchaser, assuming Available Capacity is delivered at the Contract Capacity for eighty- eight percent (88%) of the hours in a Year, over the remainder of the Term the costs actually incurred in effecting the Restoration, including, without limitation, weighted average cost of capital equal to LIBOR not exceeding KIBOR plus six two and one-half percent (6.52.5%), ) determined at the time the Complex returns to operation or, if the Complex did not cease operation, at the time the Restoration is completed by the CompanySeller but subject in all respect to the terms and conditions of NEPRA’s approval under the Supplemental Tariff. The costs to be recovered by the Company Seller pursuant to this Section 15.8 and Section 15.9 shall be the costs that are actually incurred by the Company Seller to effect the Restoration, as the case may be, Restoration to the extent those costs exceed any insurance proceeds; provided, however, that each such item of cost shall have been reasonable and appropriate for the Company Seller to effect such Restoration consistent with the standards for the original construction, consistent with the requirements of construction and the applicable Laws of Pakistan, Pakistan Prudent Utility Practices and the use of efficient and, to the extent consistent with Prudent Utility Practices, low cost Restoration methods, as the case may be. The Company Seller shall deliver a schedule of such costs to the Power Purchaser, together with copies of the invoices, for review by the Power Purchaser. If the Power Purchaser contests any item of cost on the basis of the foregoing standards and the Power Purchaser and the Company Seller cannot agree, the issue of whether such item of cost should be recovered under this Agreement shall be referred to an expert Expert pursuant to Section 15.7(c) to render a decision based on the foregoing standards. (e) If there is any Dispute as to whether any payment is due and payable to the Company Seller pursuant to Section 15.6 or this Section 15.8 or any Dispute as to the amount or timing of any such payment, then pending resolution of the Dispute, the Power Purchaser shall be obligated to pay to the Company Seller the undisputed amount. Amounts determined through the Dispute resolution procedure in Article XVIII to be payable by the Power Purchaser shall be paid to the Company Seller with interest equal to the Delayed Payment Rate from the date payment was due to the date of payment by the Power Purchaser. (f) Notwithstanding anything contained in this Section, the Purchaser and the Seller agree that any payment under Section 15.8 shall be made by the Purchaser pursuant to the Supplemental Tariff issued by NEPRA. The Parties further agree that an application shall be made to NEPRA to approve the Supplemental Tariff as per the rules applicable thereto.

Supplemental Tariffs. (a) In the case of a Force Majeure Event that is covered by Section 15.6 (a15.6(a), the Power Purchaser shall determine whether to proceed with the Restoration (subject to the obligation to pay special compensation pursuant to Section 15.8(b) or Section 15.8(c), as the case may be), or terminate this Agreement. The Company Seller acknowledges that the Power Purchaser may require approval delegate the review of a Report by to any Relevant Authority and agrees to cooperate with such Relevant Authority as if it were the Power Purchaser. In the case of a Force Majeure Event covered by Section 15.6(e) the The determination required to be made by the Power Purchaser under this Section 15.8(a) shall be made no later than fifteen (15) Business Days after the receipt of the Report by the Power Purchaser; provided, however, that if any matter is submitted to an expert for resolution pursuant to Section 15.7(c), such determination shall be made by the Power Purchaser no later than ten (10) Days after the decision is made by the expert. (b) In the case of a PPFME covered by Section 15.6(a), the Company shall Seller shall, unless this Agreement has been terminated by the Power Purchaser pursuant to Section 15.8(a) Sections 15.6(e), 15.6(k), or Section 15.9(b)15.9, be entitled to receive Supplemental Tariffs in accordance with the procedures set forth in Schedule 1 to recover over the remainder of the Term (unless a shorter period for recovery of such costs is agreed by the Parties) the costs incurred in effecting the Restoration as provided in Section 15.8(d). (c) In the case of a CLFME covered by Section 15.6(a) the Company Seller shall, unless this Agreement has been terminated by the Power Purchaser pursuant to Section 15.8(a) 15.6(e), 15.6(k), or Section 15.9(a) or Section 15.9(b)15.9, be entitled to receive Supplemental Tariffs in accordance with the procedures set forth in Schedule 1 to recover the costs of complying with the Change in Law, including (i) the cost of any material modifications or material capital additions to the Complex that are necessary for the Company to come into compliance with the Change in Law and are approved in accordance with Section 15.8(e) of this Agreement and (ii) the cost of additional quantities or higher quality of consumables that can be directly attributed to compliance by the Company with the Change in Law. Any reduction in cost due to a decrease in the use of quality of consumables by the Complex shall be credited to the Power Purchaser as provided in Section 15.8(d). (d) The Company Seller shall, unless this Agreement has been terminated by the Power Purchaser pursuant to the Sections 15.8(a) or 15.9(b)Purchaser, be entitled to receive a Supplemental Tariff such that it will recover from the Power Purchaser, assuming Available Capacity is delivered at the Contract Capacity for eighty- eight percent (88%) of the hours in a Year, over the remainder of the Term the costs incurred in effecting the Restoration, including, without limitation, weighted average cost of capital equal to LIBOR plus six and one-half percent (6.5%), determined at the time the Complex returns to operation or, if the Complex did not cease operation, at the time the Restoration is completed by the Company. The costs to be recovered by the Company pursuant to this Section 15.8 and Section 15.9 shall be Purchaser the costs that are actually incurred by the Company Seller to effect the Restoration, as the case may be, Restoration to the extent those costs exceed any insurance proceeds; provided, however, that each such item of cost shall have been reasonable and appropriate for the Company Seller to effect such Restoration consistent with the standards for the original construction, consistent with the requirements of the applicable Laws of Pakistan, Prudent Utility Practices and the use of efficient and, to the extent consistent with Prudent Utility Practices, low cost Restoration methods, as the case may be. The Company Seller shall deliver a schedule of such costs to the Power Purchaser, together with copies of the invoices, for review by the Power Purchaser. If the Power Purchaser contests any item of cost on the basis of the foregoing standards and the Power Purchaser and the Company Seller cannot agree, the issue of whether such item of cost should be recovered under this Agreement shall be referred to an expert pursuant to Section 15.7(c) to render a decision based on the foregoing standards. (e) If there is any Dispute as to whether any payment is due and payable to the Company Seller pursuant to Section 15.6 or this Section 15.8 or any Dispute as to the amount or timing of any such payment, then pending resolution of the Dispute, the Power Purchaser shall be obligated to pay to the Company Seller the undisputed amount. Amounts determined through the Dispute resolution procedure in Article XVIII to be payable by the Power Purchaser shall be paid to the Company Seller with interest equal to the Delayed Payment Rate from the date payment was due to the date of payment by the Power Purchaser.

Supplemental Tariffs. ‌ (a) In the case of a Force Majeure Event that is covered by Section 15.6 (a15.6(a), the Power Purchaser shall determine under Section 15.6(e) whether to proceed with the Restoration (subject to the obligation to pay special compensation pursuant to Section 15.8(b) or Section 15.8(c), as the case may be), or terminate this Agreement. The Company Seller acknowledges that the Power Purchaser may require approval delegate the review of a Report by to any Relevant Authority Authority, and agrees to cooperate with such Relevant Authority as if it were the Power Purchaser. In the case of a Force Majeure Event covered by Section Sections 15.6(a) or 15.6(e) ), the determination required to be made by the Power Purchaser under this Section 15.8(a) shall be made no later than fifteen (15) Business Days after the receipt of the Report by the Power Purchaser; provided, however, that if any matter is submitted to an expert Expert for resolution pursuant to Section 15.7(c), such determination shall be made by the Power Purchaser no later than ten (10) Days after the decision is made by the expertExpert’s decision. (b) In the case of a PPFME covered by Section 15.6(a), the Company shall Seller (unless this Agreement has been terminated by the Power Purchaser pursuant to Section 15.6(e), Section 15.8(a) or Section 15.9(b) or by either Party pursuant to Section 15.6(k)), shall be entitled to receive Supplemental Tariffs in accordance with the procedures set forth in Schedule 1 to recover recover, over the remainder of the Term (unless a shorter period for recovery of such costs is agreed by the Parties) ), the costs incurred in effecting the Restoration as provided in Section 15.8(d15.6(e). (c) In the case of a CLFME covered by Section 15.6(a) ), the Company shall, Seller shall (unless this Agreement has been terminated by the Power Purchaser pursuant to Section Sections 15.6(e), 15.8(a) or 15.9 or by either Party pursuant to Section 15.9(a) or Section 15.9(b15.6(k)), be entitled to receive Supplemental Tariffs in accordance with the procedures set forth in Schedule 1 1, to recover the costs of complying with the Change in Law, including including: (i) the cost of any material modifications or material capital additions to the Complex Complex, that are necessary for the Company Seller to come into compliance with the Change in Law and are approved in accordance with Section 15.8(e) of this Agreement and 15.8(d); and (ii) the cost of additional quantities or higher quality of consumables that can be directly attributed to compliance by the Company Seller with the Change in Law. Any reduction in cost due to a decrease in the use of quality of consumables by the Complex shall be credited to the Power Purchaser as provided in Section 15.8(d). (d) The Company shall, Seller shall (unless this Agreement has been terminated by the Power Purchaser pursuant to the Sections 15.6(e), 15.8(a) or 15.9(b15.9), be entitled to receive a Supplemental Tariff such that it will recover from the Power Purchaser, assuming Available Capacity is delivered at the Contract Capacity for eighty- eight percent (88%) of the hours in a Year, over the remainder of the Term Purchaser the costs actually incurred in effecting the Restoration, including, without limitation, weighted average cost of capital equal to LIBOR KIBOR plus six and one-half percent (6.5%), [●]determined at the time the Complex returns to operation or, if the Complex did not cease operation, at the time the Restoration is completed by the CompanySeller. The costs to be recovered by the Company Seller pursuant to this Section 15.8 and Section 15.9 shall be the costs that are actually incurred by the Company Seller to effect the Restoration, as the case may be, to the extent those costs exceed any insurance proceeds; provided, however, that each such item of cost shall have been reasonable and appropriate for the Company Seller to effect such Restoration consistent with the standards for the original construction, consistent with the requirements of construction and the applicable Laws of Pakistan, Prudent Utility Practices Pakistan and the use of efficient and, to the extent consistent with Prudent Utility Practices, low cost Restoration methods, as the case may be. The Company Seller shall deliver a schedule of such costs to the Power Purchaser, together with copies of the invoices, for review by the Power Purchaser. If the Power Purchaser contests any item of cost on the basis of the foregoing standards and the Power Purchaser and the Company Seller cannot agree, the issue of whether such item of cost should be recovered under this Agreement shall be referred to an expert Expert pursuant to Section 15.7(c) ), to render a decision based on the foregoing standards. (e) If there is any Dispute as to whether any payment is due and payable to the Company Seller pursuant to Section 15.6 or this Section 15.8 or any Dispute as to the amount or timing of any such payment, then pending resolution of the Dispute, the Power Purchaser shall be obligated to pay to the Company Seller the undisputed amount. Amounts determined through the Dispute resolution procedure in Article XVIII to be payable by the Power Purchaser shall be paid to the Company Seller with interest equal to the Delayed Payment Rate from the date payment was due to the date of payment by the Power Purchaser.