23.2.2 This Concession Agreement shall terminate automatically with immediate effect if the PCO notifies the RoL in accordance with Clause 11.4 (Notification of taking FID) that a final negative FID has been taken.
\n23.3 Termination in respect of the Strategic Investor due to Strategic Investor exit from Shareholding The Strategic Investor's rights and obligations under this Concession Agreement shall terminate automatically on the date on which its Relevant Obligations under the Shareholders' Agreement cease to apply, however the Concession Agreement shall continue in full force and effect as between the RoL and the PCO.
\n23.4 RoL Call Option on Non-Default Termination If the Concession Agreement is terminated under Clauses 23.1 (Termination by Agreement of the Parties) (if expressly agreed by the Parties as part of that termination by agreement) or 23.2 (Termination following a negative FID or decision not to proceed to any further LNTP phase), Clause 25 (RoL's third party rights under the Shareholders' Agreement) shall apply.
\n23.5 Consequences of Non-Default Termination 23.5.1 The RoL shall have no liability to the PCO or the Strategic Investor as a consequence of the termination of this Concession Agreement in accordance with this Clause 23 (Non-Default Termination) other than its liability to the Strategic Investor (as a Shareholder) pursuant to Clauses 23.4 (RoL Call Option on Non-Default Termination) and 25 (RoL's third party rights under the Shareholders' Agreement) or as otherwise agreed between the Parties.
\n23.5.2 If the RoL has exercised its third party rights under the Shareholders' Agreement to require the Shareholders (including the Strategic Investor) to transfer all but not part of their Shares to the RoL or a RoL Nominee under Clauses 23.4 (RoL Call Option on Non-Default Termination) and 25 (RoL's third party rights under the Shareholders' Agreement), then the RoL may request that the PCO (at the RoL's expense, such amounts to be paid in advance) takes reasonable steps to mitigate any liabilities which it may accrue in connection with the termination which may include the exercise by the PCO of any rights it has under any Related Agreements as may be reasonably requested by the RoL in writing from time to time.
\n24.1.2 The RoL's maximum liability for Wasted Costs payable under Clause 24.1.1 shall not exceed the amount of ten million Euros (€10,000,000).
\n24.2 Damages Payable by the Strategic Investor in respect of Wasted Costs or Retendering Costs 24.2.1 If: (A) the Strategic Investor's rights and obligations under this Concession Agreement are terminated under Clause 22.2 (Termination of the Strategic Investor's rights and obligations); or (B) this Concession Agreement is terminated in its entirety under Clause 21.2 (Termination for PCO Default) for a PCO Default caused by an event set out in Clause 21.3.3 (Consequences of a PCO Default), the RoL may elect (in its sole discretion) whether or not to commence a Retender Process.
\n24.2.2 If under Clause 24.2.1: (A) the RoL elects to commence a Retender Process within twenty four (24) Months after termination:
\n24.2.3 The Strategic Investor's maximum liability for Wasted Costs or Retendering Costs (as applicable) payable in accordance with Clause 24.2.2 shall not exceed the amount of ten million Euros (€10,000,000). For the avoidance of doubt, the RoL may not claim both Wasted Costs and Retendering Costs.
\n24.3 Disputes Any disagreement between the RoL and the Strategic Investor in respect of the quantum or evidence to support a claim by the Strategic Investor for Wasted Costs under Clause 24.1 (Damages Payable by the RoL in respect of Wasted Costs) or a claim by the RoL for Retendering Costs or Wasted Costs under Clause 24.2 (Damages Payable by the Strategic Investor in respect of Wasted Costs or Retendering Costs) may be referred by either Party to be determined in accordance with the Dispute Resolution Procedure.
\n25.1.1 acknowledge that the RoL will have certain third party rights under the Shareholders' Agreement to require all or some, as the case may be, of the Shareholders (including the Strategic Investor) to transfer their Shareholders' Interests as it stands from time to time, to the RoL or a RoL Nominee; and 25.1.2 agree that the sums payable by the RoL in the event of an exercise by it of any of the rights referred to in Clause 25.1.1 shall be determined pursuant to a valuation procedure described in the Shareholders' Agreement and those sums shall not exceed such sums as would be payable by the RoL to each Shareholder for its respective Shareholder's Interest in accordance with Clause 26.4 (Payment of the Mandatory Transfer Price).
\n26.1.2 The Parties agree and acknowledge that each Exiting Shareholder shall, in accordance with the requirements of the Shareholders' Agreement, provide the PCO promptly with any information the PCO may reasonably require in order to provide the RoL with the Invested Capital Statement in accordance with Clause 26.1.1.
\n26.2 Calculation and notification of Mandatory Transfer Price No more than ten (10) Business Days after the date of the notification of the Invested Capital Statement pursuant to Clause 26.1, the RoL shall:
\n26.2.1 determine its calculation of the price payable to each Exiting Shareholder cited in the RoL Event Notice as wishing to exercise its buyout rights in respect of its Shareholder's Interest (the \"Mandatory Transfer Price\") represented by \"x\" below and calculated as follows: x = a + (a1 x b x c1) + (a2 x b x c2) ... – d where: a = Invested Capital (and an= each Tranche thereof, disregarding any return of Share capital to an Exiting Shareholder (in the case of a Subscription Payment) or a repayment or prepayment to an Exiting Shareholder by the PCO of the principal amount of any Shareholder Loan (in the case of a Principal Amount) which occurs prior to the Calculation Date) b = a margin of 5% per annum (calculated on the basis of a 360-day year) applicable to each Tranche (the \"Margin\") cn = (i) the number of Calendar Days comprising the period from the date on which the PCO received the relevant Tranche of Invested Capital to the Calculation Date, as the case may be, divided by (ii) 360 d = the aggregate amount of (i) any distribution of income or profit paid in cash or cash equivalents by the PCO and received by the relevant Exiting Shareholder in respect of any Tranche of Shares issued to such Exiting Shareholder in consideration for its Subscription Payments, and (ii) any Return Amount \"Return Amount\" means if: (A) any Tranche of Invested Capital is the subject of (i) a return of Share capital to an Exiting Shareholder (in the case of a Subscription Payment), (ii) a repayment or prepayment to an Exiting Shareholder by the PCO of the principal amount of any Shareholder Loan (in the case of a Principal Amount), or (iii) a payment of any interest in cash or cash equivalent by the PCO and received by the relevant Exiting Shareholder (in the case of a Principal Amount) an amount equal to the aggregate of (in respect of each such return, repayment, prepayment or interest payment): e x f x g where: e = is the amount of the relevant return, repayment, prepayment or interest payment received by the Exiting Shareholder; f = is the Margin; and g = is the number of Calendar Days comprising the period from the date on which the Exiting Shareholder received the relevant return, repayment, prepayment or interest payment to the Calculation Date, divided by 360; or (B) otherwise, zero, and 26.2.2 notify the PCO of its calculation of the Mandatory Transfer Price in respect of each Exiting Shareholder's Shareholder's Interest, and the PCO shall within five (5) Business Days notify the Exiting Shareholder of the Mandatory Transfer Price as determined by the RoL and notified to the PCO in accordance with this Clause 26.2.
\n26.3 Disputing the Mandatory Transfer Price 26.3.1 If, having been notified by the PCO of the RoL's calculation of the Mandatory Transfer Price in respect of its Shareholder's Interest pursuant to Clause 26.2.2 (Calculation and notification of Mandatory Transfer Price), an Exiting Shareholder notifies the PCO that it wishes to challenge its notified Mandatory Transfer Price, the PCO shall within twenty (20) Business Days of such Exiting Shareholder's notification issue to the RoL a Notice of Dispute in accordance with the Dispute Resolution Procedure. If no such notice is served by an Exiting Shareholder on the PCO within twenty (20) Business Days of that Exiting Shareholder being notified by the PCO of the RoL's calculation of its Mandatory Transfer Price, the PCO shall notify the RoL of such fact and the Mandatory Transfer Price for that Exiting Shareholder shall be deemed to be the RoL's calculation thereof.
\n26.3.2 Subject to Clause 26.4.4 (Payment of the Mandatory Transfer Price), in the event of service by the PCO of a Notice of Dispute in accordance with Clause 26.3.1, the RoL's payment obligation under Clause 26.4 (Payment of the Mandatory Transfer Price) to that Exiting Shareholder shall be suspended, until the earlier of: (A) a final determination of the Mandatory Transfer Price in accordance with the Dispute Resolution Procedure; or (B) the RoL and that Exiting Shareholder agreeing in writing the Mandatory Transfer Price in respect of such Exiting Shareholder's Shareholder's Interest.
\n26.4 Payment of the Mandatory Transfer Price 26.4.1 The RoL shall pay: (A) the Mandatory Transfer Price; and (B) the Supplementary Margin, to the Exiting Shareholder by no later than ten (10) Business Days after the date on which either (i) the RoL and the Exiting Shareholder agree (or are deemed to have agreed) the Mandatory Transfer Price in each case in accordance with Clause 26.3, or (ii) subject to Clause 26.4.4, the Mandatory Transfer Price is finally determined in accordance with the Dispute Resolution Procedure and Clause 26.3.1, save in the event that a Voluntary Encumbrance remains in place on the expiry of such period, in which case, no later than ten (10) Business Days after the release of such Voluntary Encumbrance.
\n26.4.2 The Parties acknowledge that in accordance with the Shareholders' Agreement, each Exiting Shareholder shall, within ten (10) Business Days after the date on which either (i) the RoL and the Exiting Shareholder agree (or are deemed to have agreed) the Mandatory Transfer Price in each case in accordance with Clause 26.3.1 or (ii) subject to Clause 26.4.4 the Mandatory Transfer Price is finally determined in accordance with the Dispute Resolution Procedure in accordance with Clause 26.3.1, and in each case upon payment of the Mandatory Transfer Price and the Supplementary Margin, do everything within its power to transfer its Shareholder's Interests to the RoL or the RoL Nominee. If an Exiting Shareholder cannot complete such transfer of its Shareholder's Interest (or any part thereof) owing to any Voluntary Encumbrance, the Parties acknowledge that it will be required by the Shareholders' Agreement to hold on trust for the RoL its Shareholders' Interest pending release of any Voluntary Encumbrance. The terms of this trust will be set out in the Shareholders' Agreement.
\n26.4.3 For the avoidance of doubt, the Mandatory Transfer Price and the Supplementary Margin shall be due and payable by the RoL under Clause 26.4.1 notwithstanding any restriction or impediment on the ability of an Exiting Shareholder to transfer its Shareholder's Interest (or any part thereof) to the RoL or the RoL Nominee (other than, as described in Clauses 26.4.1 and 26.4.2, owing to any Voluntary Encumbrance over the Exiting Shareholder's Shareholder's Interest). The Parties acknowledge that in accordance with the Shareholders' Agreement, there shall be no obligation on the relevant Exiting Shareholder to refund, reimburse or compensate the RoL in the event of any delay in or impossibility of transferring its Shareholder's Interest pursuant to this Clause 26 provided that the Exiting Shareholder has complied with its obligations under Clause 26.4.2.
\n26.4.4 Following the service of a Notice of Dispute, the RoL shall pay the portion of the Mandatory Transfer Price and the respective Supplementary Margin to that Exiting Shareholder that is agreed by the RoL and that Exiting Shareholder within ten (10) Business Days of the date on which the RoL and the Exiting Shareholder agree such portion. The obligation of the RoL to pay any additional amount and any respective Supplementary Margin shall only arise following determination being made pursuant to the Dispute Resolution Procedure or the RoL and the relevant Exiting Shareholder reaching agreement in relation to that additional amount.
\n26.4.5 The Mandatory Transfer Price and the Supplementary Margin shall be paid in Euros, free and clear of all deductions or withholdings by the RoL of any kind, except for those required by Law, and if any deduction or withholding by the RoL must be made by Law, the RoL will pay that additional amount which is necessary to ensure that each Exiting Shareholder receives a net amount equal to the full Mandatory Transfer Price and the Supplementary Margin which it would have received if the payment had been made without the deduction or withholding by the RoL.
\n26.4.6 Subject to Clause 26.4.7, the RoL shall pay to an Exiting Shareholder: (A) an amount equal to amount, if any, of Lithuanian Tax due from the Exiting Shareholder as a result of the RoL's payment to it of the Mandatory Transfer Price, any amount pursuant to Clause 26.4.5 and the Supplementary Margin; (B) an amount equal to the amount, if any, of all Lithuanian stamp duty, registration or other similar Lithuanian Taxes due and payable by the Exiting Shareholder in respect of the transfer of its Shareholder's Interest to the RoL or a RoL Nominee; and (C) an amount equal to the amount, if any, of any Lithuanian VAT due as a result of (i) the RoL's payment to it of the Mandatory Transfer Price, any amount pursuant to Clause 26.4.5 and the Supplementary Margin (and the Parties acknowledge that the Mandatory Transfer Price, any amount pursuant to Clause 26.4.5 and the Supplementary Margin is exclusive of any VAT in Lithuania), (ii) a full or partial termination of this Concession Agreement, or (iii) the transfer to the RoL or a RoL Nominee of the Exiting Shareholder's Shareholder's Interest, such payment by the RoL of any amount required under Clause 26.4.7 (A), (B) or (C) being payable prior to the date on which the relevant Lithuanian Tax, stamp duty, registration, or other similar Lithuanian Tax or Lithuanian VAT becomes payable by such Exiting Shareholder.
\n26.4.7 If the RoL disputes any amount in a demand received by it under Clause 26.4.6 it shall make payment of any undisputed amount in the demand on or before the due date for such amount under that demand and shall issue a Notice of Dispute to the relevant Exiting Shareholder specifying the amount in dispute and shall not be obliged to pay such disputed amount until the dispute is resolved in accordance with the Dispute Resolution Procedure or otherwise by agreement between the RoL and the relevant Exiting Shareholder.
\n26.5 Termination and further provisions 26.5.1 If all Shareholders are Exiting Shareholders, this Concession Agreement shall terminate automatically upon the completion of the transfer of the last Exiting Shareholder's Shareholder's Interest to the RoL. Where any Exiting Shareholder's Shareholder's Interest has been settled on trust under Clause 26.4 (Payment of the Mandatory Transfer Price), the transfer of such Exiting Shareholder's Shareholder's Interest shall be deemed to be completed six (6) Months after the date of its settlement on trust.
\n26.5.2 The PCO shall take such action as is within its powers and may be required to give effect to the provisions of this Clause 26 (RoL Event Mandatory Transfer of Shares).
\n26.5.3 The RoL shall indemnify on demand and hold harmless each Exiting Shareholder from payments it makes in response to a call for funding, or requested by way of such a call but not yet made, (which, if made, would constitute either a Principal Amount or a Subscription Payment) notified in either case by the PCO to such an Exiting Shareholder in accordance with the Shareholders' Agreement during the period from the date of the agreement or determination that a RoL Event has occurred under Clause 20.2 until the date on which the Exiting Shareholder ceases to hold any Shares.
\n27.1.1 this Clause 27.1 and the following provisions of this Concession Agreement (and any defined terms, Clauses and/or Schedules, Appendices and Annexes referred to in them and/or necessary in order to give effect to them) including all rights and obligations arising under those provisions will survive such termination of this Concession Agreement: (A) Clauses 1 (Definitions and Interpretation), 6.2 (PCO Responsibilities), 6.3 (Enforcement of PCO and Strategic Investor Obligations), 7.2 (RoL Responsibilities), 7.3 (RoL Nominee), 8.1 (Changes to the Shareholders' Agreement), 11.1.3 (Project Management), 11.3.2 (Notification of a decision not to proceed to any further LNTP phase), 11.4.2 (Notification of taking FID), 13 (Confidentiality), 14 (Publicity), 15.1, 15.2, 15.3 (Nuclear), 16 (Liability), 17 (Damages are Insufficient Compensation and Equitable Remedies are to be Available), 19 (Application of Clauses 19 to 26 Inclusive: Termination), 20.3 (Consequences of a RoL Event), 20.4 (Mitigation following a RoL Event), 21.3 (Consequences of a PCO Default), 21.4 (Other Consequences of Termination for PCO Default), 23.1 (Termination by Agreement of the Parties), 23.4 (RoL Call Option on Non-Default Termination), 23.5 (Consequences of Non-Default Termination), 24 (Damages for Termination), 25 (RoL's Third Party Rights under the Shareholders' Agreement), 26 (RoL Event Mandatory Transfer of Shares), 28.1.3 (Warranties), 29 (Force Majeure), 30 (Assignment), 32 (Shareholder Put Option), 33 (Notices), 34 (Entire Agreement), 35 (Variation and Waiver), 37 (Severability), 38 (Costs and Expenses), 39 (Interest to Run on Default), 40 (Contracts (Rights of Third Parties) Act), 41 (No Partnership/Agency), 43 (Language), 44 (Governing Law), 45 (Dispute Resolution and Arbitration) and 46 (Sovereign Immunity Waiver); and (B) any other provisions of this Concession Agreement which expressly survive termination of the Concession Agreement or which are required to give effect to such termination or the consequences of such termination;
\n27.1.2 save as expressly provided in this Concession Agreement, upon termination of this Concession Agreement (for whatever cause) any accrued rights or obligations to which the Parties may be entitled or be subject to before the date of such termination will remain in full force and effect; and 27.1.3 save as provided for in this Clause 27 (Survival, Rights and Obligations), all rights and obligations of each Party under this Concession Agreement will cease and be of no further force or effect upon termination of this Concession Agreement.
\n27.2 Strategic Investor's rights and obligations cease Notwithstanding any other provision of this Concession Agreement (including any provision that provides for termination of any rights or obligations of any Party), if the Strategic Investor's rights and obligations under this Concession Agreement are terminated (including, for the avoidance of doubt, as a result of a repudiatory breach) under Clause 22.2 (Termination of the Strategic Investor's rights and obligations) or Clause 23.3 (Termination in respect of the Strategic Investor due to Strategic Investor exit from Shareholding):
\n27.2.1 this Clause 27.2 and the following provisions of this Concession Agreement (and any defined terms, Clauses and/or Schedules, Appendices and Annexes referred to in them and/or necessary in order to give effect to them) including all rights and obligations of the Strategic Investor arising under those provisions will survive: (A) Clauses 1 (Definitions and Interpretation), 6.2 (PCO Responsibilities), 6.3 (Enforcement of PCO and Strategic Investor Obligations), 7.2 (RoL Responsibilities), 7.3 (RoL Nominee), 13 (Confidentiality), 14 (Publicity), 15.1, 15.2, 15.3 (Nuclear), 16 (Liability), 17 (Damages are Insufficient Compensation and Equitable Remedies are to be Available), 19 (Application of Clauses 19 to 26 Inclusive: Termination), 20.3 (Consequences of a RoL Event), 22.3 (Consequences of Termination), 23.5 (Consequences of Non-Default Termination), 24 (Damages for Termination), 25 (RoL's Third Party Rights under the Shareholders' Agreement), 26 (RoL Event Mandatory Transfer of Shares), 28.1.3 (Warranties), 29 (Force Majeure), 30 (Assignment), 32 (Shareholder Put Option), 33 (Notices), 34 (Entire Agreement), 35 (Variation and Waiver), 37 (Severability), 38 (Costs and Expenses), 39 (Interest to Run on Default), 40 (Contracts (Rights of Third Parties) Act), 41 (No Partnership/Agency), 43 (Language), 44 (Governing Law), 45 (Dispute Resolution and Arbitration) and 46 (Sovereign Immunity Waiver); and (B) any other provisions of this Concession Agreement which expressly survive termination of the Concession Agreement in respect of the Strategic Investor's rights and obligations or which are required to give effect to such termination or the consequences of such termination;
\n27.2.2 save as expressly provided in this Concession Agreement, upon termination of this Concession Agreement in respect of the Strategic Investor's rights and obligations (for whatever cause) any accrued rights or obligations to which the Parties may be entitled or be subject to before the date of such termination will remain in full force and effect; and 27.2.3 save as provided for in this Clause 27.2 (Survival, Rights and Obligations), all rights and obligations of the Strategic Investor under this Concession Agreement will cease and be of no further force or effect upon termination of this Concession Agreement in respect of the Strategic Investor's rights and obligations only.
\n28.1.2 Subject and without prejudice to Clause 16.5.9(A), the RoL represents and warrants that: (A) on the Concession Date and each day after the Concession Date (by reference to the facts and circumstances then existing), the Strategic Investor has been selected, the Concession has been awarded and this Concession Agreement has been entered into and/or awarded (as appropriate); (B) on each of the dates on which each Ancillary Contract is entered into and each day thereafter (by reference to the facts and circumstances then existing) (as applicable for each Ancillary Contract), each Ancillary Contract has been entered into and/or awarded, by the RoL and the PCO in full compliance with all applicable Law and procedures relating to procurement and competitive bidding and the RoL acknowledges that the PCO and the Strategic Investor enter into this Concession Agreement and undertake the Project in reliance on this repeating representation and warranty.
\n28.1.3 The RoL: (A) represents and warrants on the Concession Date and on each day after the Concession Date (by reference to the facts and circumstances then existing) that the central bank of Lithuania (Lietuvos bankas) has a different legal and juridical personality from that of the RoL such that its assets are not available for the satisfaction of any successful claim against the RoL; and (B) undertakes that it shall not transfer any of the RoL's assets to the central bank of Lithuania (Lietuvos bankas) for the sole purpose of avoiding such assets being available for the satisfaction of any Claim against it.
\n29.2 Notification and Mitigation 29.2.1 The Affected Party shall, promptly on becoming aware of a Force Majeure Event, notify the other Parties of: (A) the nature of the Force Majeure Event relied on; (B) the estimated effect of the Force Majeure Event on the Affected Party's ability to perform its obligations under this Concession Agreement (including any effect on the Affected Party's ability to achieve any key dates or milestones under this Concession Agreement); (C) any action proposed to mitigate its effect; and (D) the period for which it is estimated the Force Majeure Event and its consequences will continue.
\n29.2.2 As soon as reasonably practicable following notification pursuant to Clause 29.2.1, the Parties shall consult with each other and use all reasonable endeavours to agree whether any extension(s) of time in relation to any key dates or milestones under this Concession Agreement are required (having regard to the nature of the Force Majeure Event and its consequences and their effect on performance of the relevant obligations) and, if so, what the extension(s) will be, and appropriate arrangements to mitigate the effects of the Force Majeure Event and its consequences and facilitate the resumption of any affected obligations. If the Parties cannot agree on any of the foregoing matters, the issue can be referred by any Party to the Dispute Resolution Procedure for determination.
\n29.2.3 The Affected Party shall: (A) use all reasonable endeavours to minimise the effects of the Force Majeure Event on the performance of its obligations under this Concession Agreement; (B) provide to the non‑Affected Party written reports as often as reasonably required by the non‑Affected Party containing information as to the circumstances of the Affected Party's progress in minimising the effects of the Force Majeure Event and indicating when it is estimated that performance of any affected obligations will resume; (C) so far as is reasonably practicable, provide any information relating to the Force Majeure Event and its effects as any other Party may reasonably request; and (D) (without prejudice to any applicable law and/or Regulatory Requirement) make any alternative arrangements for resuming the performance of its obligations as may be practicable without incurring material additional expense.
\n29.2.4 Where the Affected Party is the PCO, the PCO shall at all times during which a Force Majeure Event is subsisting take all steps reasonably necessary in accordance with Good Industry Practice to overcome or minimise the consequences of the Force Majeure Event.
\n29.2.5 If the RoL or the Strategic Investor is the Affected Party, it shall at all times during which a Force Majeure Event is subsisting take all steps reasonably necessary to overcome or minimise the consequences of the Force Majeure Event.
\n29.2.6 As soon as reasonably practicable after the cessation of the consequences of a Force Majeure Event, the Affected Party shall notify the other Parties that the Force Majeure Event has ended and (without prejudice to any applicable law, including any Regulatory Requirements) shall resume the full performance of its obligations under this Concession Agreement as soon as is reasonably practicable (subject to any agreement or, if necessary, further agreement pursuant to Clause 29.2.7, between the Parties as to the extension(s) of time, having regard to the nature of the Force Majeure Event and its effect on performance of the relevant obligations).
\n29.2.7 If any extension of time has been agreed or determined pursuant to Clause 29.2.2 and, following the cessation of the consequences of the Force Majeure Event, any of the Parties consider that the duration of the extension of time should be revisited and extended further, the Parties shall consult each other and use all reasonable endeavours to agree what the extension(s) of time in relation to any key dates or milestones should have been and, if the Parties cannot agree on what any extension(s) of time should have been, the issue can be referred by any Party to the Dispute Resolution Procedure for determination.
\n29.2.8 For the avoidance of doubt, save to the extent stipulated in this Clause 29 (Force Majeure), no Party shall be released from any of its obligations under this Concession Agreement as a result of the occurrence of a Force Majeure Event (subject to any agreement between the Parties as to the extension(s) of time, having regard to the nature of the Force Majeure Event and its effect on performance of the relevant obligations).
\n30.2 Subject to Clause 30.5, the PCO may not assign (whether absolutely or by way of security and whether in whole or in part), transfer, pledge (įkeitimas), mortgage, charge or otherwise dispose in any manner whatsoever of the benefit of, or rights under, this Concession Agreement (each of the above a \"dealing\") without the prior written consent of the RoL and any purported dealing in contravention of this Clause 30 (Assignment) shall be ineffective.
\n30.3 Subject to Clause 30.5, the Strategic Investor may not assign (whether absolutely or by way of security and whether in whole or in part), transfer, pledge (įkeitimas), mortgage, charge or otherwise dispose in any manner whatsoever of the benefit of, or rights under, this Concession Agreement (each of the above a \"dealing\") without the prior written consent of the RoL (subject to the compliance by the RoL with Clause 30.4), and any purported dealing in contravention of this Clause 30 (Assignment) shall be ineffective.
\n30.4 Prior to giving its consent under Clause 30.3, but without prejudice to Clause 30.5, the RoL shall seek the consent of the PCO to the proposed dealing by the Strategic Investor (and any consent purported to be given by the RoL under Clause 30.3 shall be ineffective if the consent of the PCO is not so obtained).
\n30.5 The RoL hereby consents to any assignment (by way of security) or the grant of other security interests to a Financier of the benefit, or rights, of the Strategic Investor and/or the PCO under this Concession Agreement. The RoL agrees that, if so requested by the Strategic Investor and/or the PCO (each acting reasonably), it will enter into discussions in relation to direct agreements with applicable Financiers of, or direct or indirect equity investors in, the Strategic Investor and/or the PCO.
\n30.6 The terms of this Concession Agreement shall be binding on any permitted successors and assigns and shall inure to the benefit of and be enforceable by the other Parties and their respective permitted successors and assigns.
\n31.1.1 has been approved by the Strategic Companies Commission in relation to the National Security Criteria if such approval is required by applicable Law; or 31.1.2 is the RoL (or a RoL Nominee).
\n31.2 Rights granted to the RoL in relation to Share Transfer and Prohibited Change of Control under the Shareholders' Agreement 31.2.1 The Parties acknowledge the option granted in the Shareholders' Agreement to the RoL (as a third party) to acquire the Shareholder's Interests of a Shareholder in the event that a Prohibited Change of Control affects such a Shareholder.
\n31.2.2 The Parties further acknowledge that, pursuant to the Shareholders' Agreement and if required by applicable Law from time to time, a Shareholder intending to transfer any of its Shares (a \"Transferring Shareholder\") shall be required to promptly notify: (A) the PCO and provide it with all relevant information of the intended transfer for the PCO to notify the Strategic Companies Commission by means of a SCC Transfer Notice; and (B) the RoL of the intended transfer by means of a related Transfer Notice, which shall include the Transfer Price.
\n31.3 Review and determination of proposed transfer against National Security Criteria Upon receipt of an SCC Transfer Notice by the Strategic Companies Commission, delivered pursuant to and satisfying the information requirements of the Shareholders' Agreement and applicable Law, the RoL shall use its reasonable endeavours to procure that the Strategic Companies Commission:
\n31.3.1 considers without delay whether the National Security Criteria are satisfied in relation to the transferee identified in the SCC Transfer Notice; and 31.3.2 notifies its decision to the Transferring Shareholder as soon as reasonably practicable and in any event not later than within two (2) Months of receipt of the SCC Transfer Notice (or such shorter period as required by Law).
\n31.4 Strategic Investor transfer of ownership restrictions 31.4.1 The Strategic Investor shall procure that: (A) it remains an Associated Company of Hitachi, Ltd.; (B) no person owns (disregarding any security interest granted by any person) directly or indirectly the shares of the Strategic Investor in issue from time to time unless such person is one or more of:
\n31.4.2 The Strategic Investor undertakes not to register any transfer of Strategic Investor Shares by any Strategic Investor Shareholder if it is aware, after due enquiry, that such transfer would constitute a breach by it of Clause 31.4.1. The Strategic Investor shall, within twenty (20) Business Days of receiving a written request from the RoL, provide the RoL with a certified copy of the register of members (akcininkų asmeninių vertybinių popierių sąskaitos) of the Strategic Investor.
\n32.1.2 The remaining provisions of this Clause 32.1 (National Security Criteria Put Option) are subject to the Transferring Shareholder providing notice to the RoL that it either accepts or rejects the RoL NSC Offer (a \"Transfer Decision Notice\") within twenty (20) Business Days of the date of the RoL NSC Offer (\"Transfer Decision Period\").
\n32.1.3 If the Transferring Shareholder has provided the RoL with a Transfer Decision Notice during the Transfer Decision Period accepting the RoL NSC Offer, the RoL shall, within ten (10) Business Days of the service of the Transfer Decision Notice pay the Transfer Price to the Transferring Shareholder subject to: (A) the Transferring Shareholder having completed the transfer of its Transferring Interest to the RoL (or the RoL Nominee) in accordance with the Shareholders' Agreement; or (B) where the Transferring Shareholder's ability to transfer its Shareholder's Interest to the RoL (or the RoL Nominee) cannot be completed in accordance with the Shareholders' Agreement owing to an Encumbrance (save an Encumbrance voluntarily entered into) or a regulatory impediment, such Transferring Shareholder has delivered to the RoL a duly executed deed of the Transferring Shareholder declaring and settling its Shareholder's Interest on trust for RoL (or the RoL Nominee) until such time as a transfer of its Shareholder's Interest to the RoL (or the RoL Nominee) can be completed.
\n32.1.4 If the Transferring Shareholder does not give a Transfer Decision Notice during the Transfer Decision Period, or the Transferring Shareholder gives a Transfer Decision Notice during the Transfer Decision Period rejecting the RoL NSC Offer, the RoL NSC Offer shall lapse and the RoL shall be under no obligation to purchase or offer to purchase such Transferring Interest from the Transferring Shareholder.
\n32.1.5 The PCO shall take such action within its power as may be required to give effect to the provisions of this Clause 32 (Shareholder Put Option).
\n32.1.6 Without prejudice to any other rights or remedies, either pursuant to this Concession Agreement or otherwise, including in respect of fraud, in the event that within six (6) Months from the date of a transfer of a Transferring Interest to the RoL pursuant to this Clause 32 (Shareholder Put Option) it transpires that any of the Contractual National Security Criteria have not been satisfied, the Parties agree that the relevant Transferring Shareholder, at the option of the RoL, shall be required by the Shareholders' Agreement to re-acquire the Transferring Interest at the Transfer Price plus interest calculated in accordance with Clause 39 (Interest to Run on Default) from the date that the original Transfer Price was paid to the Transferring Shareholder in accordance with this clause.
\n33.1.1 shall be in writing and shall be in the English language;
\n33.1.2 shall be left at the address of the addressee or sent by pre-paid recorded delivery to the address of the addressee or sent by facsimile to the facsimile number of the addressee in each case which is specified in this Clause 33.1.2 in relation to the Party to whom the notice is addressed, and marked for the attention of the person so specified and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with Clause 33.3 (Change in Notice Details). For the purposes of this Clause 33.1.2, the relevant details of each Party at the Concession Date are:
\nRoL Address:
\nFacsimile:
\nAttention:
\nStrategic Investor Address:
\nFacsimile:
\nAttention:
\nPCO Address:
\nFacsimile:
\nAttention:
\n33.1.3 shall, in the absence of evidence of earlier receipt, take effect from the time that each notice is deemed to be received which, subject to Clause 33.1.4, shall be deemed to be: (A) in the case of a notice left at the address of the addressee, upon delivery at that address; (B) in the case of a posted letter, on the fifth (5th) Calendar Day after posting if posted within the European Union or on the fourteenth (14th) Calendar Day after posting if posted from/to outside the European Union; and (C) in the case of a facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient provided that a confirmatory copy of such facsimile has been sent by post in accordance with this Clause 33.1 within twenty-four (24) hours of such transmission; and 33.1.4 which are received or deemed to be received under Clause 33.1.3 on a Calendar Day which is not a Business Day, or after 5.00 pm on any Business Day, shall be deemed to be received at 9.00 am on the following Business Day. References to time in this Clause 33.1.4 are to local time in the country of the addressee.
\n33.2 Notices by Email 33.2.1 Any notification or provision of information pursuant to Clauses 12.1 and 12.2 (Regulatory Interface) shall be permitted (but not required) to be sent by email.
\n33.2.2 If a notice, as permitted by Clause 33.2.1, is sent by email it shall be in the English language and shall be sent from and to the following representatives of the Parties only at the email address which is specified in this Clause 33.2.2. For the purposes of this Clause 33.2.2, the relevant details of each Party as at the Concession Date are:
\nRoL Name/Position/Department:
\nEmail address:
\nStrategic Investor:
\nName/Position/Department:
\nEmail address:
\nPCO:
\nName/Position/Department:
\nEmail address:
\n33.2.3 Any notice given by email under this Clause 33.2 (Notices by Email) shall, subject to Clause 33.2.4, be deemed to be received when the email is first stored in the recipient's email box. The place of receipt of the email shall be deemed to be the postal address nominated by the recipient Party in Clause 33.1.2.
\n33.2.4 Any notice given by email under this Clause 33.2 (Notices by Email) which is deemed to be received in accordance with Clause 33.2.3 on a Calendar Day which is not a Business Day, or after 5 p.m. on any Business Day, shall be deemed to be received at 9.00am on the following Business Day. References to time in this Clause 33.2.4 are to local time in the country of the place of receipt.
\n33.3 Change in Notice Details Each Party undertakes to notify the other Parties by notice served in accordance with Clause 33.1 (Notices in Writing) if the addressee, address, facsimile number or email address (as applicable) specified in Clauses 33.1.2 and/or 33.2.2 is no longer appropriate and to provide new replacement details for the service of notices. The new details provided under this Clause 33.3 shall, in respect of each of the other Parties individually, be deemed to replace the details listed at Clauses 33.1.2 and/or 33.2.2 (as applicable) from the date of receipt of the notice by that other Party.
\n33.4 Communication with the RoL Any communication or document to be made or delivered to the RoL in accordance with this Concession Agreement shall be sent to the MoE which, subject and without prejudice to the foregoing provisions of this Clause 33 (Notices), shall be deemed to have received and accepted such communication or document on behalf of the RoL.
\n34.2 Each Party confirms that:
\n34.2.1 in entering into this Concession Agreement it has not relied on any representation, warranty, assurance, covenant, indemnity, undertaking or commitment which is not expressly set out in this Concession Agreement; and 34.2.2 in any event, without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement or any rights and remedies under any Investment Protection Treaty, the only rights or remedies in relation to any representation, warranty, assurance, covenant, indemnity, undertaking or commitment given or action taken in connection with the Concession are pursuant to this Concession Agreement, and for the avoidance of doubt and without limitation, no Party has any other right or remedy (whether by way of a claim for contribution or otherwise) in tort (including negligence) or for misrepresentation (whether negligent or otherwise, and whether made prior to, and/or in, this Concession Agreement).
\n35.2 Except as otherwise expressly provided in this Concession Agreement, the rights and remedies of the Parties will not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence by any other Party or by anything whatsoever except a specific waiver or release in writing and any such waiver or release will not prejudice or affect any other rights or remedies of the Parties. No single or partial exercise of any right or remedy will prevent any further or other exercise thereof or the exercise of any other right or remedy.
\n35.3 For the avoidance of doubt, on and following a termination of the rights and obligations of the Strategic Investor in accordance with Clauses 22.2 (Termination of the Strategic Investor's rights and obligations) or 23.3 (Termination in respect of the Strategic Investor due to Strategic Investor exit from Shareholding), the agreement of the Strategic Investor is required for any variation of any of the provisions referred to in Clause 27.2 (Strategic Investor's rights and obligations cease).
\n40.1.1 any Third Party Nuclear Indemnified Party to enforce the terms set out in Clauses 15.1 and 15.2 (Nuclear);
\n40.1.2 any member of the Hitachi, Ltd. Group, GE-Hitachi Nuclear Energy Americas LLC and Global Nuclear Fuel-Americas, LLC to enforce the terms set out in Clause 13.12 (Third Party Loss);
\n40.1.3 any Third Party Shareholder (as an Exiting Shareholder) to enforce the terms set out in: (A) Clause 16.5.1 (Breach of Warranty); (B) Clauses 20.2.2, 20.2.3 and 20.2.4 (Termination for a RoL Event); and (C) Clause 26 (RoL Event Mandatory Transfer of Shares);
\n40.1.4 Global Nuclear Fuel – Americas, LLC and any Associated Company of the Strategic Investor which is a party to an Ancillary Contract to enforce the terms set out in Clause 16.5.3 (Breach of Warranty); and 40.1.5 any Third Party Shareholder (as a Transferring Shareholder) to enforce the terms set out in Clause 32 (Shareholder Put Option), and subject to Clauses 40.2 and 40.4 below, no term of this Concession Agreement is enforceable under the Contract (Rights of Third Parties) Act 1999 by a person who is not a Party.
\n40.2 Save where any proposed amendment would affect the rights of the Shareholders (as Exiting Shareholders or Transferring Shareholders) in Clause 26 (RoL Event Mandatory Transfer of Shares) or Clause 32 (Shareholder Put Option), the consent of any Third Party shall not be required for any amendment to, or rescission of, this Concession Agreement.
\n40.3 For the avoidance of doubt, and notwithstanding any termination of the Strategic Investor's rights and obligations hereunder, where this Concession Agreement provides a right for a Shareholder, the Strategic Investor shall be entitled to enforce such right as a Party to this Concession Agreement and not as a Third Party under the Contract (Rights of Third Parties) Act 1999.
\n40.4 The rights of the Third Parties referred to in Clause 40.1 may not be assigned absolutely without the prior written consent of all the Parties, other than by way of security, and for the avoidance of doubt, such rights may also be pledged (ikeistas), mortgaged, charged or otherwise made the subject of a security interest without consent.
\n42.2 If, after the Concession Date, a Competent Authority:
\n42.2.1 determines that the assumption in Clause 42.1 in respect of the Offtake Right is invalid; or 42.2.2 otherwise makes a determination which results in the Offtake Right no longer being available to or capable of being implemented by the PCO and the Shareholders, the RoL shall if requested by the PCO in writing, provide such assistance to the PCO as is reasonable in the circumstances (with the RoL taking into account the prevailing circumstances at the time including the PCO's position on the likelihood and timing of the Shareholders taking a FID if such assistance were to be given) to put in place a mutually agreeable alternative structure for the Project which will, to the extent possible and permissible by Law, achieve materially the same effect as the Offtake Right for the benefit of the PCO and the Shareholders.
\n43.2 All communications and deliverables provided for, required by, or made in connection with this Concession Agreement will be in the English language.
\n45.2 The party raising any Dispute shall first serve written notification of the Dispute to the other party in accordance with Clause 45.6 (a \"Notice of Dispute\"). The Notice of Dispute shall briefly describe the nature and circumstances of the Dispute.
\n45.3 The parties shall take reasonable measures to resolve the Dispute amicably. If the relevant parties have not reached an amicable agreement after one (1) Month of the date of service of the Notice of Dispute, unless the parties to the Dispute mutually agree to an extension the parties agree and consent that such Dispute shall be referred to and finally resolved by arbitration in accordance with Clause 45.4 (ICSID Arbitration) and only if the jurisdiction of International Centre for Settlement of Investment Disputes (the \"Centre\") is not available, then the Dispute shall be referred to arbitration in accordance with Clause 45.5 (LCIA Arbitration).
\n45.4 ICSID Arbitration 45.4.1 The Parties hereby consent to submit to the Centre any Dispute for settlement by arbitration pursuant to the Convention on the Settlement of Investment Disputes between States and Nationals of other States, done at Washington, 18 March 1965 (the \"ICSID Convention\").
\n45.4.2 It is further hereby agreed that: (A) this Concession Agreement is an \"investment\" for the purposes of Article 25 of the ICSID Convention; (B) any Dispute shall be deemed to be a \"legal dispute arising directly out of an investment\", for the purposes of Article 25(1) of the ICSID Convention; and (C) the PCO and the Strategic Investor are a \"national of another Contracting State\" for purposes of Article 25(2)(b) of the ICSID Convention.
\n45.4.3 The consent given in this Clause 45 (Dispute Resolution Procedure and Arbitration) shall be considered to satisfy the requirement for: (A) \"consent in writing\" of the parties to a dispute for purposes of Article 25 of the ICSID Convention; and (B) an \"agreement in writing\" for the purposes of Article II of the New York Convention.
\n45.4.4 In the event of arbitration under the ICSID Convention, all hearings shall be held in London, England unless the disputing parties agree otherwise.
\n45.5 LCIA Arbitration 45.5.1 If the jurisdiction of the Centre is not available for the determination of a Dispute, any Dispute shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules (for the purpose of this Clause 45.5 (LCIA Arbitration), the \"Rules\").
\n45.5.2 The Rules are incorporated by reference into this Clause 45.5 (LCIA Arbitration) and capitalised terms used in this Clause 45.5 (LCIA Arbitration) which are not otherwise defined in this Concession Agreement have the meaning given to them in the Rules.
\n45.5.3 The seat or legal place of arbitration shall be London, England.
\n45.5.4 The number of arbitrators shall be three. Each party shall nominate one arbitrator and the two arbitrators nominated by the parties shall (in consultation with the party which nominated him or her) within twenty (20) Business Days of the appointment of the second arbitrator agree upon a third arbitrator who shall act as chairman of the tribunal. If no agreement is reached within twenty (20) Business Days of the appointment of the second arbitrator, the LCIA Court shall nominate and appoint a third arbitrator to act as chairman of the tribunal.
\n45.5.5 If there are multiple claimants and/or multiple respondents, all claimants and/or all respondents shall attempt to agree upon their respective appointment(s). If there are multiple claimants and they fail to make a joint appointment of an arbitrator in their request for arbitration, an arbitrator shall be appointed on their behalf by the LCIA Court in accordance with the Rules. If there are multiple respondents and they fail to nominate an arbitrator within twenty (20) Business Days from the date of service of the request for arbitration on them, an arbitrator shall be appointed on their behalf by the LCIA Court in accordance with the Rules. In such circumstances, any existing nomination or confirmation of the arbitrator chosen by the party or parties on the other side of the proposed arbitration shall be unaffected, and the remaining arbitrator shall be appointed in accordance with the Rules. The two arbitrators nominated by the parties (or by the LCIA Court) shall within twenty (20) Business Days of the appointment of the second arbitrator agree upon a third arbitrator who shall act as chairman of the tribunal. If no agreement is reached within twenty (20) Business Days of the appointment of the second arbitrator, the LCIA Court shall nominate and appoint a third arbitrator to act as chairman of the tribunal.
\n45.5.6 Each Party expressly agrees and consents to this procedure for nominating and appointing the arbitral tribunal; and to the extent it is not permitted to choose its own arbitrator pursuant to this Clause, irrevocably and unconditionally waives any right to choose its own arbitrator.
\n45.5.7 The jurisdiction of the English courts under section 45 and section 69 of the Arbitration Act 1996 is excluded.
\n45.5.8 If arbitral proceedings have already been commenced under Clause 45.5 (LCIA Arbitration) or any Related Agreement under a corresponding LCIA provision (a \"Pre-Existing Arbitration\"), and a Party or a party to a Related Agreement contends that a dispute has arisen relating to issues which are substantially related to and/or involve the same parties as issues to be determined in a Pre-Existing Arbitration (a \"Related Dispute\"), then that party may seek to refer the relevant dispute to the arbitral tribunal in the Pre-Existing Arbitration. The Parties agree that the arbitral tribunal in the Pre-Existing Arbitration shall have the discretion, taking into account the interests of justice and efficiency, the stage of the proceedings and all other relevant circumstances, to determine the Related Dispute in the Pre-Existing Arbitration upon such terms or conditions as the arbitral tribunal thinks fit.
\n45.5.9 If more than one arbitration is commenced under Clause 45.5 (LCIA Arbitration) and any Related Agreement and any Party contends that two or more arbitrations are substantially related and/or involve the same parties and that the issues should be heard in one proceeding, the arbitral tribunal appointed in the first-filed of such proceedings shall have the power to determine, taking into account the interests of justice and efficiency, the stage of the proceedings and all other relevant circumstances, whether the whole or part of the matters at issue should be consolidated before that arbitral tribunal upon such terms or conditions as the arbitral tribunal thinks fit. In that case, the arbitral tribunal appointed in the second arbitration, or in a subsequent arbitration, shall have the power to suspend its proceedings.
\n45.5.10 Subject to Clauses 45.3 and 45.4 (ICSID Arbitration), if the jurisdiction of the Centre is not available and a Dispute is referred to arbitration under Clause 45.5 (LCIA Arbitration), the Dispute may be disposed of in the same arbitration proceedings as any other dispute arising under another Related Agreement, even in the presence of parties other than the Parties to this Agreement.
\n45.5.11 Any respondent named in a request for arbitration may join any other party to any arbitral proceedings under this Agreement, provided that: (A) such joinder is based upon a dispute substantially related to the Dispute referred to arbitration under Clause 45.5 (LCIA Arbitration) or a Related Dispute in the relevant request for arbitration; and (B) such joinder is made by written notice to the LCIA Court and to all other Parties within either twenty (20) Business Days from the receipt by such respondent of the relevant request for arbitration or such longer time as may be determined by the LCIA Court or the arbitrators.
\n45.5.12 The arbitral tribunal in the relevant arbitration shall have the power to determine whether such joinder is appropriate taking into account the interests of justice and efficiency and all other relevant circumstances.
\n45.5.13 Each of the Parties hereby consents to be joined to arbitration proceedings in relation to any Dispute referred to arbitration under Clause 45.5 (LCIA Arbitration) or any Related Dispute at the request of a party to that Dispute following any party's request for joinder of parties or consolidation of disputes or arbitral proceedings.
\n45.5.14 Any joined party may make a counterclaim against any party, provided that: (A) such counterclaim is based upon a Dispute or a Related Dispute substantially related to the dispute in issue, in the relevant request for arbitration; and (B) such counterclaim is made by written notice to the LCIA Court and to all other parties within either twenty (20) Business Days from the receipt by such party of the relevant notice of arbitration or such longer time as may be determined by the LCIA Court or the arbitrators.
\n45.5.15 Any joined party shall be bound by any award rendered by the arbitral tribunal even if such party chooses not to participate in the arbitral proceedings.
\n45.5.16 The Parties agree that in the event of any joinder or consolidation of proceedings, at the application of any party to the proceedings, the Parties may ask the LCIA Court to fix separate advances on costs in respect of each claim, counterclaim or cross-claim in the proceedings, and the Parties hereby give their consent to any such application.
\n45.6 Notices 45.6.1 The language used in the arbitral proceedings referred to in this Clause 45 (Dispute Resolution Procedure and Arbitration) shall be English. All documents submitted in connection with the proceedings shall be in the English language, or, if in another language, accompanied by an English translation.
\n45.6.2 Service of a Notice of Dispute made pursuant to this Clause 45 (Dispute Resolution Procedure and Arbitration) shall be by registered post at the address given for the sending of notices under this Concession Agreement at Clause 33.1 (Notices).
\n45.7 Service of Process 45.7.1 The RoL irrevocably appoints the Embassy of the Republic of Lithuania to the United Kingdom of Great Britain and Northern Ireland to the court of St. James's for the time being as its agent under this Concession Agreement for service of process in any proceedings before the English courts in support of arbitration, including proceedings to enforce, recognise or execute any arbitral award rendered by an arbitral tribunal. If any person appointed as process agent is unable under this Clause 45.7 (Service of Process) for any reason to so act, the RoL must immediately appoint another agent. Failing this, the claimant in those proceedings (or claimants jointly) may appoint another process agent for this purpose.
\n45.7.2 The PCO irrevocably appoints [•] as its agent under this Concession Agreement for service of process in any proceedings before the English courts in support of arbitration, including proceedings to enforce, recognise or execute any arbitral award rendered by a tribunal. If any person appointed as process agent is unable under this Clause 45.7 (Service of Process) for any reason to so act, the PCO must immediately appoint another agent. Failing this, the claimant in those proceedings (or claimants jointly) may appoint another process agent for this purpose.
\n45.7.3 The Strategic Investor irrevocably appoints [•] as its agent under this Concession Agreement for service of process in any proceedings before the English courts in support of arbitration, including proceedings to enforce, recognise or execute any arbitral award rendered by a tribunal. If any person appointed as process agent is unable under this Clause 45.7 (Service of Process) for any reason to so act, the Strategic Investor must immediately appoint another agent. Failing this, the claimant in those proceedings (or claimants jointly) may appoint another process agent for this purpose.
\n45.7.4 The Parties agree that failure by a process agent to notify of any process will not invalidate the relevant proceedings. This Clause 45.7 (Service of Process) does not affect any other method of service allowed by law.
\n46.2 For the avoidance of any doubt, the RoL irrevocably and unconditionally: (i) submits to the jurisdiction of the English courts and the courts of any other jurisdiction in relation to the recognition of any judgment or order of the English courts in support of any arbitration in respect of any Dispute and in relation to the recognition of any arbitral award in respect of any Dispute, and (ii) consents for the purpose of the State Immunity Act 1978 of the United Kingdom and waives its right to claim immunity from execution in relation to the enforcement of any order or judgment in support of an arbitration in respect of any Dispute or any award made or given in connection with any Dispute and the giving of any relief in the English courts and the courts of any other jurisdiction in support of an arbitration in respect of any Dispute whether before or after a final arbitral award including:
\n46.2.1 relief by way of interim or final injunction or order for specific performance or recovery of any property other than Excepted Property;
\n46.2.2 attachment of its assets other than Excepted Property;
\n46.2.3 enforcement or execution against any property, revenues or other assets other than Excepted Property; and 46.2.4 any other relief available under applicable law in relation to its assets other than Excepted Property.
\n46.3 \"Excepted Property\" means:
\n46.3.1 premises of the mission as defined in the Vienna Convention on Diplomatic Relations signed in 1961;
\n46.3.2 consular premises as defined in the Vienna Convention on Consular Relations signed in 1963;
\n46.3.3 property, including any bank account, which is used or intended for use in the performance of the functions of the diplomatic mission of the State or its consular posts, special missions, missions to international organisations or delegations to organs of international organisations or to international conferences;
\n46.3.4 property of a military character or used or intended for use in the performance of military functions;
\n46.3.5 property of the central bank or other monetary authority of the State;
\n46.3.6 property forming part of the cultural heritage of the State or part of its archives and not placed or intended to be placed on sale; and 46.3.7 property forming part of an exhibition of objects of scientific, cultural or historical interest and not placed or intended to be placed on sale.
\n46.4 For the avoidance of any doubt, the Parties expressly acknowledge and confirm that this Concession Agreement is a commercial rather than a public or governmental act.
\nIN WITNESS of which the Parties have executed this Concession Agreement on the date first above mentioned SIGNED by THE REPUBLIC OF ) LITHUANIA acting by THE MINISTRY OF ) ENERGY ) SIGNED by [•] ) [•], as [•] [attorney] ) for and on behalf of ) [SPV OF HITACHI, LTD.] ) [(in exercise of a power of attorney ) dated [•])] ) SIGNED by [•] ) [•], as [•] [attorney] ) for and on behalf of the PCO ) [(in exercise of a power of attorney ) dated [•])] ) SCHEDULE 1 DEFINITIONS DEFINITIONS \"Abandonment\" means, in the period from the Concession Date until the date on which a positive FID or a final negative FID is taken, the occurrence of any of the following events: (A)
\n\"Business Day\" means a Calendar Day other than a Saturday, Sunday or a legal or bank holiday in Lithuania; \"Calculation Date\" means for the purpose of the calculation of Invested Capital and the proportion of the Invested Capital Statement under Clause 26 (RoL Event Mandatory Transfer of Shares), the date on which the relevant RoL Event is agreed or determined to have occurred under Clause 20.2 (Termination for a RoL Event); \"Calendar Day\" means a period of twenty-four (24) hours ending at twelve (12) midnight; \"Centre\" has the meaning given to it in Clause 45.3 (Dispute Resolution Procedure and Arbitration); \"Challenging Entity\" has the meaning given to it in Clause 16.5.3(B) (Breach of warranty); \"Claim\" means any claim, demand, action or suit, cause of action or proceeding under or in connection with this Concession Agreement; \"COD\" or \"Commercial Operation Date\" means the date that the NNPP begins generating electricity for export to the national transmission grid for commercial purposes (and not solely for the purposes of testing the completed NNPP); \"Competent Authority\" means any national or supra-national agency, authority, inspectorate at the international, European Union, State or municipal level, court or tribunal of the European Union or the Republic of Lithuania or any part of it which has jurisdiction over all or any part of the PCO, the PCO Assets, the Shares and/or the Project; \"Competitor\" \"Concession\" has the meaning given to it in the Shareholders' Agreement; has the meaning given to it in Recital E; \"Concession Date\" means the date of this Concession Agreement being also the date on which the RoL awards the Concession to the PCO; \"Consents\" means any authorisation, consent, licence, permit, permission, order, agreement, notice or other form of approval by or with any Competent Authority which is required by Law, relating to the acquisition, ownership, occupation, construction, start-up, commissioning, testing, fuelling, operation, repair, decommissioning or maintenance of the NNPP (including the Construction and Operation Licence) and, without prejudice to the generality of the foregoing, shall include any condition precedent or other requirement of any Competent Authority which must as a matter of Law be satisfied prior to the grant, issuance, renewal, variation, extension, continuation and/or reconfirmation of any such authorisation, consent, licence, permit, permission, order, agreement, notice or other form of approval (including the Construction and Operation Licence);
\n\"Construction and Operation Licence\" means a licence granted under the Law on Nuclear Safety on the Republic of Lithuania of 28 June 2011, No. XI-1539 to construct and operate nuclear energy object(s); \"Contract Claim\" has the meaning given to it in Clause 16.2.2 (Concurrent Claims); \"Contract Term\" has the meaning given to it in Clause 2.2 (Award of Concession and Term); \"Contractual National Security Criteria\" means the criteria set out in Schedule 4 (National Security Criteria); \"Control\" including, with its correlative meanings, \"Controlled by\" and \"under common Control with\" means: (A) the power (whether directly or indirectly, and whether by the ownership of share capital, the possession of voting power, contract or otherwise): (i) to appoint and/or remove all or such of the members of the board of directors or other governing body of a person as are able to cast a majority of the votes capable of being cast by the members of that board or body; and/or (ii) to control the policies and affairs of that person, in both cases in all, or substantially all, matters; or (B) the holding and/or possession of the beneficial interest in and/or the ability to exercise the voting rights applicable to shares or other securities in any person (whether directly or by means of holding such interests in one or more other persons) which confer in aggregate on the holders thereof 50 per cent or more of the total voting rights exercisable at general meetings of that person on all, or substantially all, matters.
\nFor the avoidance of doubt, the appointment of a receiver, receiver and manager, administrative receiver, administrator, liquidator, insolvency official or similar in any jurisdiction in respect of any person or the property of any person (or the exercise by any such receiver, receiver and manager, administrative receiver, administrator, liquidator, insolvency official or similar, of any of its powers other than a power of sale in respect of relevant shares or securities) shall not be considered to alter who Controls such person; \"Convention on Supplementary Compensation\" means the Convention on Supplementary Compensation for Nuclear Damage 1997; \"Credit Payments\" has the meaning given to it in the Shareholders' Agreement; \"Decommissioning Phase\" means the period from and including the date that the decommissioning of the NNPP in accordance with applicable Law commences; \"Decommissioning and Waste Funding Principles\" means the principles set out in Schedule 6 (Decommissioning and Waste Funding Principles); \"Development Timetable\" means the overall timetable for the development of the Project as prepared by the PCO; \"Disclosing Party\" has the meaning given to it in Clause 13.2 (Confidential Information); \"Dispute\" has the meaning given to it in the Dispute Resolution Procedure in Clause 45 (Dispute Resolution Procedure and Arbitration); \"Dispute Resolution Procedure\" means the dispute resolution procedure set out in Clause 45 (Dispute Resolution Procedure and Arbitration); \"Eesti Energia\" [means Eesti Energia AS, a company incorporated under the laws of Estonia with registration number 10421629 whose registered office is at: Laki tn. 24, 12915 Tallinn, Estonia;] \"Encumbrance\" means any charge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct, retentioned title, right of pre-emption, right of first refusal or other third party right in the nature of a security interest or an agreement, arrangement or obligation to create any of the foregoing; \"Energy Charter Treaty\" means the Energy Charter Treaty as opened for signature in Lisbon on 17 December 1994 and in force as of 16 April 1998; \"Energy Charter Treaty Replacement\" has the meaning given to it in Paragraph 1.3 of Schedule 8 (Fundamental Change); \"ENSREG\" means the European Nuclear Safety Regulators Group and/or any organisation which has taken over, or carries out on behalf of the ENSREG, all or part of the functions or responsibilities of the ENSREG; \"Environment\" means air (including air within buildings and air within other natural or man-made structures above or below ground), water (including territorial and coastal and inland waters, groundwater and water within any natural or man-made structure) and land (including land under water, surface land and sub-surface land) and any organisms or ecosystems supported by the air, water or land;
\n\"Environmental Regulations\" means each applicable Law relating to the pollution or protection of the Environment, or human health and safety, or the generation, transportation, storage, treatment, disposal or presence of any Hazardous Substance; \"EPC Contract\" means any engineering, procurement and construction contract under which the EPC Contractor will provide engineering, procurement and construction services, support services and, if agreed under the terms of that contract, certain fuel services to the PCO for the purposes of the Project; \"EPC Contractor\" means any one or more Associated Companies of the Strategic Investor, which may be or include Hitachi-GE Nuclear Energy, Ltd., (the identity of which, if not Hitachi-GE Nuclear Energy, Ltd. or not guaranteed by Hitachi-GE Nuclear Energy, Ltd. or Hitachi, Ltd. (in a form accepted by the PCO) shall be subject to acceptance by the RoL) that enters into an EPC Contract with the PCO; \"EPC Contractor Default\" means where the EPC Contractor is in breach or default of the EPC Contract and such breach entitles the PCO to terminate the EPC Contract; \"EPC Sub-Contractor\" has the meaning given to it in Clause 31.4.1 (Strategic Investor transfer of ownership restrictions); \"EURATOM\" means the European Atomic Energy Community and/or any organisation which has taken over, or carries out on behalf of the EURATOM, all or part of the functions or responsibilities of the EURATOM; \"EURIBOR\" means, in relation to an overdue amount, the percentage rate equal to the six (6) Month Euro Interbank Offered Rate determined by the Banking Federation of the European Union displayed on the appropriate page of the Reuters screen at 11.00 a.m. on the date on which such amount became due; \"Excepted Property\" has the meaning given to it in Clause 46.3 (Sovereign Immunity Waiver); \"Exiting Shareholder\" has the meaning given to it in Clause 20.2.1 (Termination for a RoL Event); \"FID\" means a final investment decision in relation to the Project as provided for in the Shareholders' Agreement and \"positive FID\" shall be construed as a final investment decision to proceed with the Project and \"negative FID\" shall be construed as a final investment decision not to proceed with the Project; \"final negative FID\" has the meaning given to it in Clause 11.4.1 (Notification of taking FID); \"Financier\" means: (A) any person who provides, commits to provide, underwrites, insures and/or guarantees any direct or indirect financial accommodation (including, without limitation, loans, securities, letters of credit, performance guarantees, other documentary credits, derivatives or other forms of financial indebtedness) to or for the account of the PCO or any Shareholder(s); and
\n(B) any agent or trustee on behalf of any of the persons referred to in paragraph (A) above; and (C) any rating agency who may issue a public or private rating in respect of any such financial accommodation; \"First Concrete\" means the commencement of the first reactor building structural concrete pour by the EPC Contractor in accordance with the EPC Contract and as shown on the Development Timetable; \"Force Majeure Event\" means any act, event or occurrence affecting any Party's performance of its obligations under this Concession Agreement, the cause of which is not of such Party's making nor within that Party's reasonable control (and, in relation to the PCO having acted in accordance with Good Industry Practice or, in relation to the RoL having acted in a reasonable and prudent manner to avoid such act, event or occurrence), including (to the extent not of that Party's making nor within that Party's reasonable control): (A) epidemic, war, hostilities (whether or not war has been declared), blockades, terrorist acts or acts of any civil or military authority; (B) riot, insurrection, civil commotion, public disobedience, public demonstration, sabotage or acts of vandalism; (C) acts of God including fire, flood, earthquake, adverse weather, meteorological and sea conditions, landslides, lightning, volcanic eruption or explosion; (D) impact from aircraft or things falling from aircraft; (E) any strike, lock-out, trade dispute or other labour disruptions (i) not involving solely the personnel or subcontractors of that Party; and (ii) not originating with that Party's personnel or subcontractors or the personnel or subcontractors of any Associated Company of that Party; or (F) any ionising radiation, contamination by radioactivity, radioactive, chemical or biological contamination; \"Formation\" means any company, partnership, limited liability partnership, trust, fund or other entity (whether being a legal person or not); \"Fuel Supply Contract\" means any nuclear fuel supply and related services contract which may be entered into by the PCO and the Nuclear Fuel Supplier as contemplated by the Nuclear Fuel Supply Terms; \"Full Notice to Proceed\" or \"FNTP\" means the \"FNTP\" or Full Notice to Proceed issued under the EPC Contract; \"GE-Hitachi Nuclear Energy Americas LLC\" means a company registered and incorporated in [•] [under company number [•¶ whose address is at [•¶; \"Global Nuclear Fuel-Americas, LLC\" means a company registered and incorporated in [•] [under company number [•¶ whose address is at [•¶;
\n\"Good Industry Practice\" means exercising the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected of a skilled and experienced contractor, owner or operator (as applicable) engaged in activities: (A) as applicable to the PCO (i) of a similar nature, scope, value and complexity to the Concession activities and under the same or similar circumstances, (ii) in relation to the maintenance and operation of a new nuclear power plant of a similar nature, scope, value and complexity to the completed NNPP, and (iii) in relation to clean-up and/or decommissioning activities of a nuclear site and new nuclear power plant of a similar nature, scope, value and complexity to the completed NNPP; and (B) as applicable to the RoL, activities of a similar nature, scope, value and complexity to the design, construction and maintenance of the Access Road, in each case (as applicable), where such contractor, owner or operator (as applicable) is seeking to comply with its contractual obligations, including in relation to all applicable Laws, Consents, codes of practice and standards; \"Hazardous Substance\" means any natural or artificial substance or thing (whether in solid, liquid or gaseous form) which is (alone or in combination) capable of causing harm to the Environment or harm to human health; \"Highly Sensitive Information\" means: (A) information relating to the design and construction of all or any part of a Hitachi, Ltd., Hitachi-GE Nuclear Energy, Ltd., GE-Hitachi Nuclear Energy Americas LLC or one of their Associated Company's ABWR nuclear power plants; (B) information relating to the design or manufacturing of any nuclear fuel by Global Nuclear Fuel – Americas, LLC; and (C) pricing information to be provided by the EPC Contractor, the Nuclear Fuel Supplier and/or the O&M Support Contractor under or in connection with the EPC Contract, the Fuel Supply Contract and/or the O&M Support Contract, but not for the avoidance of doubt information in respect of the overall price relating to (i) the LNTP and FNTP phases under the EPC Contract, (ii) the Fuel Supply Contract, or (iii) the O&M Support Contract; \"Hitachi-GE Nuclear Energy, Ltd.\" means a company registered and incorporated in [•] [under company number [•¶ whose address is at [•¶; \"Hitachi, Ltd.\" means a company registered and incorporated in [•] [under company number [•¶ whose address is at [•¶ being the [ultimate] parent company of the Strategic Investor; \"Hitachi, Ltd. Group\"
\nmeans Hitachi, Ltd. and its Associated Companies; \"IAEA\" means the International Atomic Energy Agency and/or any organisation which has taken over, or carries out on behalf of the IAEA, all or part of the functions or responsibilities of the IAEA; \"IAEA Agreement\" means the Agreement on the Privileges and Immunities of the International Atomic Energy Agency of 1967; \"IAEA Statute\" means the Statute of the International Atomic Energy Agency of 1956; \"ICSID Convention\" has the meaning given to it in Clause 45.4.1 (ICSID Arbitration); \"Indemnified Person\" has the meaning given to it in Clause 16.5.3 (Breach of warranty); \"indexation rate\" means the Production Price Index for Lithuania, published by EUROSTAT; \"Individual\" means a physical person who is a director, officer, partner, member, employee and/or consultant of a Project Participant or a Related Person; \"Intellectual Property Rights\" means any and all worldwide: (A) patent rights and inventions (whether patentable or not), including all patent applications and disclosures thereto, design rights, utility models, copyrights and neighbouring rights and related rights (including rights in software), moral rights, mask work rights, semiconductor topography rights, database rights, trade marks, trade names, business names, domain names and know-how; (B) applications for registration and the right to apply for registration thereto; and (C) other intellectual property, industrial property or proprietary rights of a corresponding or similar nature recognised in any country or jurisdiction worldwide, in each case regardless of whether existing under statute, common law or equity, whether registered or unregistered, and all tangible embodiments thereof; \"Invested Capital\" means in respect of each Exiting Shareholder the aggregate on the Calculation Date of (i) the capital sums invested by that Exiting Shareholder in the PCO by way of either Subscription Payments or Principal Amounts and (ii) Credit Payments in respect of that Exiting Shareholder; \"Invested Capital Statement\" means the table in agreed form set out in Schedule 9 (Invested Capital Statement); \"Investment Date\" means the date on which the Shareholders fund the PCO pursuant to the Shareholders' Agreement in order to provide it with the funding required for the first LNTP; \"Investment Protection Treaty\" means any investment protection treaty between the RoL and one or more other countries (and includes the Energy Charter Treaty); \"Japanese Company\" has the meaning given to it in Clause 31.4.1 (Strategic Investor transfer of ownership restrictions);
\n\"Joint Protocol\" means the Joint Protocol Relating to the Application of the Vienna Convention and the Paris Convention of 1988; \"Key Subcontractor\" means an entity who enters into any Key Subcontract with the PCO; \"Key Subcontract\" means a Subcontract which is of material importance to the performance of the Concession, whether because it is of significant value, key to the performance of the PCO's obligations under this Concession Agreement (including a Subcontract with a key technology provider, a supplier of key materials or a key development works contractor), relates to goods or services where there are limited alternative sources or otherwise (and includes any Ancillary Contract); \"Latvenergo\" [means Latvenergo AS, a company incorporated under the laws of Latvia with registration number 40003032949 whose registered office is at: Pulkveza Brieza iela 12, Riga, LV-1230, Latvia;] \"Law\" means: (A) any law passed by the Parliament of the Republic of Lithuania; (B) any resolution passed by the Government of the Republic of Lithuania that has the force of the law; (C) any Regulatory Requirement; (D) any decision, order, resolution, regulation, rule, notice adopted at the State or municipal level within the Republic of Lithuania that has the force of the law; (E) the Lithuanian Constitution; (F) any stock exchange regulation, court practices and rulings within the Republic of Lithuania that have the force of law; and (G) any EU law, treaties or other international law acts, in each case as effective in the Republic of Lithuania; \"Law on Concessions\" means the Law on Concessions of the Republic of Lithuania of 24 June 2003, No. IX-1647 (as amended); \"liability\" has the meaning given to it in Clause 1.2.18; \"Limited Notice to Proceed\" or \"LNTP\" means the \"LNTP\" or Limited Notice to Proceed issued under the EPC Contract; \"Lithuanian Constitution\" means the Constitution of the Republic of Lithuania adopted by citizens of the Republic of Lithuania under the referendum of 25th October 1992 (as amended from time to time); \"Lithuanian Investor\" means UAB \"Visagino atominė elektrinė\", a company registered and incorporated in Lithuania under company number 301844044 whose address is at Žvejų g. 14, LT-09310 Vilnius, Lithuania; \"LIV IP\" means all Intellectual Property Rights in the studies and reports relating to the Project as set out in Schedule 7 (LIV IP); \"Losses\" means all losses, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) and \"Loss\" shall be construed accordingly;
\n\"Mandatory Transfer Price\" has the meaning given to it in Clause 26.2 (Calculation and notification of Mandatory Transfer Price); \"Margin\" has the meaning given to it in Clause 26.2.1 (Calculation and notification of Mandatory Transfer Price); \"MoE\" means the Ministry of Energy of the Republic of Lithuania; \"Month\" means a calendar month which is a period of time consisting of thirty (30) Calendar Days if the period commences in April, June, September and November, and thirty one (31) Calendar Days if it commences in any other month excepting February when it consists of twenty-eight (28) Calendar Days or twenty-nine (29) Calendar Days in a leap year and \"Monthly\" shall be construed accordingly; \"National Security Criteria\" means the criteria indicated in Part 10, Article 7 and Article 8 of the Law on Enterprises and Facilities of Strategic Importance to National Security and Other Enterprises of Importance to Ensuring National Security of the Republic of Lithuania of 21 July 2009, No. XI-375 and such criteria that substitute or amend the former from time to time; \"New York Convention\" means the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958; \"New York Convention Replacement\" has the meaning given to it in Paragraph 1.4 of Schedule 8 (Fundamental Change); \"NNPP\" has the meaning given to it in Recital C; \"non-Affected Party\" means the Party or Parties not affected by a Force Majeure Event; \"Non-EEA State\" shall mean, from time to time, any State that has not acceded to the European Economic Area as a full member; \"Non-NATO State\" shall mean, from time to time, any State that has not acceded to the North Atlantic Treaty Organisation as a full member; \"Non-Proliferation Treaty\" means the Treaty on the Non Proliferation of Nuclear Weapons of 1968; \"Notice of Dispute\" has the meaning given to it in Clause 45.2 (Dispute Resolution Procedure and Arbitration); \"Nuclear Fuel Supplier\" means an Associated Company of the Strategic Investor (the identity of which, if not Hitachi-GE Nuclear Energy, Ltd. and not guaranteed by Hitachi-GE Nuclear Energy, Ltd. or Hitachi, Ltd. (in a form accepted by the PCO) shall be subject to acceptance by the RoL) which enters into the Fuel Supply Contract; \"Nuclear Fuel Supply Terms\" means the terms (in the form of an initialled termsheet) agreed in principle on or about the Concession Date between the PCO and the Nuclear Fuel Supplier in relation to the supply of nuclear fuel and related services to the PCO by the Nuclear Fuel Supplier;
\n\"Nuclear Indemnified Parties\" has the meaning given to it in Clause 15.2 (Nuclear); \"Nuclear Safety Treaty\" means (a) the Convention on Early Notification of a Nuclear Accident of 1986; (b) the Convention on Nuclear Safety of 1994; (c) the Convention on Assistance in the Case of a Nuclear Accident or Radiological Emergency of 1986; (d) the Convention on the Physical Protection of Nuclear Material of 1980; or (e) the Joint Convention on the Safety of Spent Fuel Management and on the Safety of Radioactive Waste Management of 1997, and \"Nuclear Safety Treaties\" shall mean all or any of them; \"O&M Support Contract\" means any operations and maintenance support services contract which may be entered into by the PCO and the O&M Support Contractor as contemplated by the O&M Support Terms; \"O&M Support Contractor\" means an Associated Company of the Strategic Investor (the identity of which, if not Hitachi-GE Nuclear Energy, Ltd. and not guaranteed by Hitachi-GE Nuclear Energy, Ltd. or Hitachi, Ltd. (in a form accepted by the PCO) shall be subject to acceptance by the RoL) which enters into the O&M Support Contract; \"O&M Support Terms\" means the terms (in the form of an initialled termsheet) agreed in principle on or about the Concession Date between the PCO and the O&M Support Contractor or the Strategic Investor on behalf of the O&M Support Contractor in relation to the provision of operations and maintenance support services to the PCO by the O&M Support Contractor; \"Official Gazette\" means Official Gazette of the Republic of Lithuania (Valstybės žinios), including the supplementary issue Information Notices (Informaciniai pranešimai); \"Offtake Right\" has the meaning given to it in Clause 42.1 (Further Assurances and Co-operation in relation to the Power at Cost Structure); \"PCO Assets\" means all assets owned by the PCO to the extent that the same are used or required for the performance by the PCO of the Concession and its obligations under this Concession Agreement; \"PCO Default\" has the meaning given to it in Clause 21 (PCO Default); \"PCO Default Notice\" has the meaning given to it in Clause 21.2.1 (Termination for PCO Default); \"Post-COD Report\" has the meaning given to it in Clause 11.1.1(B) (Project Management); \"Pre-COD Report\" has the meaning given to it in Clause 11.1.1(A) (Project Management); \"Pre-Existing Arbitration\" has the meaning given to it in Clause 45.5.8 (LCIA Arbitration); \"Pre-FID Fundamental Change\" has the meaning given to it in Paragraph 1 (Pre-FID Fundamental Changes) of Schedule 8 (Fundamental Change);
\n\"Principal Amount\" shall mean in respect of a Shareholder any amount of principal drawn down by the PCO from that Shareholder under a Shareholder Loan, excluding any amount of interest paid in kind and capitalised as principal under that Shareholder Loan, less any amount of such draw down principal repaid or prepaid by the PCO to such Shareholder; \"Principles, Standards or Guidelines\" has the meaning given to it in Paragraph 2.1.4(B) of Schedule 8 (Fundamental Change); \"Prohibited Change of Control\" has the meaning given to it in the Shareholders' Agreement; \"Project\" means the design, development, manufacture, supply, construction, operation and decommissioning of the NNPP; \"Project Agreements\" means this Concession Agreement, the Ancillary Contracts and the Shareholders' Agreement, and \"Project Agreement\" shall be construed accordingly; \"Project Participants\" means each of: (A) Hitachi, Ltd.; (B) the Strategic Investor, the EPC Contractor, the O&M Support Contractor and the Nuclear Fuel Supplier; (C) any sub-contractor (of any type and tier) or supplier (of any type and tier) of any of the entities referred to in paragraph (B) above; (D) any Financier; (E) the advisers or agents of any of the entities referenced in paragraph (A), (B), (C) (above) and (F) (below); and (F) the Associated Companies of each of the entities or persons referred to in paragraphs (A), (B), (C), (D) and (C) above, and once a person is or becomes a Project Participant it shall remain a Project Participant notwithstanding that it may subsequently cease to meet any or all of the criteria referred to above; \"Recipient\" has the meaning given to it in Clause 13.2 (Confidentiality); \"Recommended Measure(s)\" has the meaning given to it in Paragraph 2.1.5 of Schedule 8 (Fundamental Change); \"Regional Partner\" shall be such of Latvenergo AS and Eesti Energia AS and PGE Polska Grupa Energetyczna S.A. and any other key partners of the Republic of Lithuania from time to time which may, subject to agreement in accordance with the Shareholders' Agreement and applicable Law, participate in the Project as a Shareholder, and \"Regional Partners\" will be construed accordingly; \"Regulators\" means the State Nuclear Power Safety Inspectorate (Valstybinė atominės energetikos saugos inspekcija VATESI), the State Territorial Planning and Construction Inspectorate under the Ministry of Environment (Valstybinė teritorijų planavimo ir statybos inspekcija prie Aplinkos ministerijos) and Utena Region Environmental Protection Department of the Ministry of Environment of the Republic of Lithuania (Lietuvos Respublikos aplinkos ministerijos Utenos regiono aplinkos apsaugos departamentas) and others specific to the relevant Party's obligations under this Concession Agreement and as applicable in the relevant jurisdiction (including in relation to international waters) where that Party's obligations under this Concession Agreement are carried out and \"Regulator\" shall mean any one of them;
\n\"Regulatory Requirement\" means any legally enforceable requirement of any Regulator in Lithuania; \"Related Agreement\" means any agreement entered into by any Party, including any such agreement with any Third Party, as may be required for the Project, but shall exclude the Access Road Construction Contracts; \"Related Dispute\" has the meaning given to it in Clause 45.5.8 (LCIA Arbitration); \"Related Persons\" means: (A) the Ultimate Holding Company of any Project Participant; (B) the Associated Companies of any entity within paragraph (A) above; and (C) Individuals, and that once an entity is or becomes a Related Person it shall remain a Related Person notwithstanding that it may subsequently cease to meet any or all of the criteria referred to above. It is acknowledged that The General Electric Company is a Related Person; \"Relevant Claim\" has the meaning given to it in Clause 16.5.3 (Breach of warranty); \"Relevant Obligations\" shall have the meaning given to it in the Shareholders' Agreement; \"Replacement Measure\" has the meaning given to it in Paragraph 3 of Schedule 8 (Fundamental Change); \"Report\" has the meaning given to it in Clause 11.1.1 (Project Management); \"Required Insurances\" means those insurances required to be taken out and held by Law; \"Restricted Group\" has the meaning given to it in Clause 31.4.1 (Strategic Investor transfer of ownership restrictions); \"Retender Process\" means any reasonable process initiated by the RoL to retender the Concession (and/or any of the unperformed works and services provided under any one or more of the Ancillary Contracts) and/or to retender the Strategic Investor's role in the Concession; \"Retendering Costs\" means those reasonable costs and expenses reasonably and properly incurred by the RoL and/or its nominee directly in connection with undertaking a Retender Process; \"RoL entity\" has the meaning given to it in Clause 13.10 (RoL entity); \"RoL Event\" means any of the events described in Clause 20.1 (Events of RoL Event); \"RoL Event Notice\" has the meaning given to it in Clause 20.2.1 (Termination for a RoL Event); \"RoL Nominee\" means any Lithuanian company nominated by the RoL which is not a Competitor and which does not have a Competitor as a direct or indirect legal or beneficial owner of any of its shares; \"RoL NSC Offer\" has the meaning given to it in Clause 32.1.1 (National Security Criteria Put Option); \"Rules\" has the meaning given to it in Clause 45.5.1 (LCIA Arbitration); \"SCC Transfer Notice\" means a notice sent to the Strategic Companies Commission pursuant to the Shareholders' Agreement and applicable Law in relation to an intended transfer by a Shareholder of all or any of its Shares;
\n\"Shares\" means all or any of the share capital of any class in the PCO; \"Shareholder Loan\" means, in respect of a Shareholder, any loan made to the PCO by that Shareholder in accordance with the Shareholders' Agreement; \"Shareholders\" means the holders of the Shares from time to time, the initial holders being those set out in Schedule 3 (Initial Shareholders' Details and Shareholding); \"Shareholders' Agreement\" means the agreement in force from time to time to which all of the Shareholders are party in relation to (inter alia) their investment in, and the governance and funding of, the PCO which includes a term explicitly identifying such agreement as the \"Shareholders' Agreement\" for the purposes of this Concession Agreement; \"Shareholder's Interest\" means, in respect of a Shareholder, its Shares and Shareholder Loans; \"Site\" has the meaning given to it in Schedule 5 (Site); \"Specified Nuclear Treaty Replacement\" has the meaning given to it in Paragraph 1.2 of Schedule 8 (Fundamental Change); \"Strategic Companies Commission\" means the Commission for Assessment of Compliance to the Interests of National Security of Potential Members of Companies of Strategic or Significant Importance to National Security (Strateginę ar svarbią reikšmę nacionaliniam saugumui turinčių įmonių potencialių dalyvių atitikties nacionalinio saugumo interesams įvertinimo komisija) as indicated in Part 3, Article 7 of the Law on Enterprises and Facilities of Strategic Importance to National Security and Other Enterprises of Importance to Ensuring National Security of 21 July 2009, No. XI-375 as amended, any successors thereof and any bodies to which functions thereof are transferred in part or in full; \"Strategic Investor Default\" has the meaning given to it in Clause 22.1 (Strategic Investor Default); \"Strategic Investor Default Notice\" has the meaning given to it in Clause 22.2.3 (Termination of the Strategic Investor's rights and obligations); \"Strategic Investor Shareholder\" means the legal or beneficial owner of any Strategic Investor Shares from time to time; \"Strategic Investor Shares\" means all or any of the share capital of any class in the Strategic Investor; \"Subcontract\" means any agreement entered into by the PCO in connection with the performance of its obligations under this Concession Agreement or in relation to carrying out the Concession including any Ancillary Contract and any agreement entered into between the PCO and any Key Subcontractor; \"Subcontractor\" means any person who has entered into a Subcontract with the PCO including the EPC Contractor and any O&M Support Contractor, Nuclear Fuel Supplier and/or Key Subcontractor;
\n\"Subscription Payments\" shall mean the payments received by the PCO from a Shareholder in subscription for Shares (whether in partial or full payment up of nominal value, and whether in respect of nominal value or Share premium) issued by the PCO to such Shareholder, less any amounts of such Share capital returned to such Shareholder by the PCO; \"Supplementary Margin\" means an amount equal to the Invested Capital as agreed or finally determined under Clause 26.3 (Disputing the Mandatory Transfer Price), multiplied by (i) the Margin, multiplied by (ii) the number of Calendar Days comprising the period from the Calculation Date to the date on which the payment of the Mandatory Transfer Price (or part thereof) is made under Clause 26.4, divided by (iii) 360, less (iv) the aggregate of any (a) interest paid in cash or cash equivalent by the PCO and received by the relevant Exiting Shareholder, in respect of any Tranche of a Shareholder Loan comprising Invested Capital, and (b) any distribution of income or profit paid in cash or cash equivalents by the PCO and received by the relevant Exiting Shareholder in respect of any Tranche of Shares issued to such Exiting Shareholder in consideration for its Subscription Payments, in each case ((a) and (b)) during the period referred to in (ii) above; \"Tax\" means any of the following tax, levy, impost, duty, charge or withholding of a similar nature, including any penalty or interest payable in connection with any failure to pay or delay in paying any of the same; \"Tender Process\" means the process by which the MoE, on behalf of the RoL, sought to identify an investor to take an interest in a new nuclear power plant project-implementing company pursuant to the notice published in the Official Journal of the EU on 10 December 2009 (No. 2009/S 238-340935); \"Third Party\" means any person other than the Parties; \"Third Party Claimant\" means any Third Party other than: (A) any Shareholder; (B) any party to an Ancillary Contract or any subcontractor (of any types and tier) or supplier (of any type and tier) of any Ancillary Contractor under an Ancillary Contract; and (C) any Associated Company of any entity referred to in paragraphs (A) and (B) above; \"Third Party recipient\" has the meaning given to it in Clause 13.6 (Liability); \"Tranche\"