4. power purchase agreement(ppa) - BPDB

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Power Purchase Agreement-Fenchuganj “Liquidated Damages Due Date” has the meaning ascribed thereto in Section 8.7; “Liquidated Damages Notice” has the meaning ascribed thereto in Section 8.7; “Local Inflation Indexation Factor” bears the meaning ascribed thereto in Section 13.1(b)(B)(i); “Loss” means any loss, damage, liability, payment, claim, action, cost, penalty or obligation (excluding any profit or any indirect or consequential loss, damage, liability, payment, obligation, claim, action, cost or penalty), and all expenses (including without limitation reasonable legal fees) related thereto; “Maintenance Months” means two sets of four (4) Months, being (a) November, December, January and February; and (b) July, August, September and October; or in either case, any other four (4) Months in a Year (in place of either (a) or (b)), at least three (3) of them consecutive Months, designated by BPDB in accordance with Section 9.3(a); provided that there shall at all times be eight (8) separate Maintenance Months in each Year; “Maintenance Outage” means an interruption or reduction of the Facility’s generating capability, on or after the Commercial Operations Date, that is not a Scheduled Outage and has been scheduled under Section 9.4 for the purpose of performing work on specific components, which should not, in the reasonable opinion of the Company, be postponed until the next Scheduled Outage; “Maintenance Outages Energy” means the sum of the products of (i) the reduction in the Facility’s generating capability (from the Contracted Facility Capacity) as a result of each Maintenance Outage occurring during the relevant Contract Year, expressed in MW; multiplied by (ii) the number of hours that such Maintenance Outage was in effect during the relevant Contract Year; “Major Maintenance Year” bears the meaning ascribed thereto in Section 8.3. “Metering System” means all meters and metering devices (including current transformers and potential transformers) owned by the Company and used to measure Dependable Capacity and the delivery by the Company and receipt by BPDB of Net Energy Output; “Minimum Functional Specifications” means the minimum functional specifications (adjusted to Reference Site Conditions in accordance with Section 13.1) for the construction of the Facility as set forth in Schedule 1 ; “Month” means a calendar month according to the Gregorian calendar; “MW” means Megawatt; “MWh” means Megawatt-hour; “MVAR” means Megavar; “Net Energy Output” means the net electrical energy expressed in kWh that is generated by the Facility and delivered to the Delivery Point, as measured by the Metering System or the Back-Up Metering System, as the case may be, in accordance with the terms of this Agreement; “Non-Escalable Capacity Payment” bears the meaning ascribed thereto in Section 13.1(b)(i) ; 11
Power Purchase Agreement-Fenchuganj “Notice of Intent to Terminate” has the meaning ascribed thereto in Section 4.4(a); “O&M Agreement” means the agreement(s), if any, between the Company and the O&M Contractor for the operation and maintenance of the Facility, as may be amended or superseded from time to time; “O&M Contractor(s)” means the power generation facility operation and maintenance company(ies), and any successor(s) thereto, appointed or to be appointed by the Company; “Operating Procedures” shall bear the meaning ascribed thereto in Section 6.4 ; “Operating Shareholder” bears the meaning ascribed thereto in Section 1 of the Implementation Agreement; “Operations Security Deposit” shall bear the meaning ascribed thereto in Section 8.6(c); “Ordinary Share Capital” shall have the meaning ascribed thereto in Section 1 of the Implementation Agreement; “Other Force Majeure Events” bears the meaning ascribed thereto in Section 16.1(c); “Other Shareholder” bears the meaning ascribed thereto in Section 1 of the Implementation Agreement; “Parties” means both BPDB and the Company; “Party” means either BPDB or the Company, as the case may be; “Pass-Through Items” means certain costs or charges identified as Pass-Through Items in Section 13.1(h) and Section 14.5(a), as applicable; “Performance Security Deposit” means the unconditional bank guarantee in an amount equal to (a) thirty six thousand Dollars (US$ 36,000.00) multiplied by (b) the Contracted Facility Capacity, issued by a scheduled bank in Bangladesh or by a foreign bank which has been authenticated by a scheduled bank in Bangladesh and shall by its terms be encashable at a bank in Dhaka, Bangladesh, provided by the Company as security for the Company’s obligations hereunder, including its obligations to deliver the Operations Security Deposit and to pay liquidated damages hereunder and to achieve Financial Closing by no later than the Required Financial Closing Date; “PGCB” means the Power Grid Company of Bangladesh, Ltd, and its successors or assigns; “Plant Factor” bears the meaning ascribed thereto in Section 13.1; “Political Force Majeure Event” bears the meaning ascribed thereto in Section 16.1(a); “Project” means the development, design, engineering, manufacture, financing, construction, permitting, start-up, testing, completion, insurance, Commissioning, ownership, operation and maintenance of the Facility, and all activities incidental thereto; “Project Effective Date” means the date on which the last of Project Agreements is executed and delivered by each of the parties thereto and none of the agreements so executed have terminated or been terminated by a party thereto; 12
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4. power purchase agreement(ppa) - BPDB

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