Following termination for Authority Default, Force Majeure, Corrupt Gifts or Fraud, Breach of Refinancing or Breach of NPD Requirements
1.1 In respect of the termination payments to be made pursuant to any of Section 1 (Compensation on Termination for Authority Default and Voluntary Termination [and Termination on an Authority Break Point Date]), Section 3 (Compensation on Termination for Force Majeure), or Section 4 (Corrupt Gifts and Fraud or Breach of Refinancing or Breach of NPD Requirements) of this Schedule Part 17 (Compensation on Termination) as soon as practicable after, and in any event within twenty (20) Business Days of, the Termination Date, Project Co shall give to the Authority an invoice for the relevant termination sum and sufficient supporting evidence, reasonably satisfactory to the Authority, justifying the amount of the relevant termination sum including a breakdown of each of the individual elements of such sum.
1.2 Subject to paragraph 1.3 below, the Authority shall pay to Project Co:
1.2.1 the relevant termination amount within forty (40) Business Days of the Invoice Date; and
1.2.2 interest on the relevant termination amount (or any part of such amount that remains outstanding) from the Termination Date until the date of payment:
(a) at the No Default Interest Rate for the period from (but excluding) the Termination Date to (and including) the date which is forty (40) Business Days after the Invoice Date; and
(b) thereafter, at the Default Interest Rate.
1.3 The Authority shall be entitled to pay the amount payable pursuant to Section 3 or Section 4 (as the case may be) of this Schedule Part 17 (Compensation on Termination) ("Termination Sum") in [4] equal instalments by serving notice on Project Co within thirty (30) Business Days of the Invoice Date, in which case the provisions of paragraph 1.4 shall apply.
1.4 In the event that the Authority elects to pay the Termination Sum in instalments pursuant to paragraph 1.3 then:
1.4.1 the first such instalment (together with interest thereon calculated pursuant to paragraph 1.4.2 below) shall be due on the first Business Day occurring six (6) months after the date of the Authority's notice served pursuant to paragraph 1.3 above and the remaining instalments (together with interest thereon calculated pursuant to paragraph 1.4.2 below) shall be due, respectively, on the first Business Day occurring twelve (12), eighteen (18) and twenty-four (24) months after the date of such notice; and
1.4.2 the Authority shall pay interest on the Termination Sum (or any part of such sum that remains outstanding) from the Termination Date until the date of payment at the No Default Interest Rate.
If the Authority fails to make a payment under paragraph 1.4.1 or 1.4.2 above in full within ten (10) Business Days of the due date for payment, or an Adverse Law or a Proposal for an Adverse Law is made then the outstanding amount of the Termination Sum shall be immediately due and payable and, thereafter, the Authority shall pay interest on such sum at the Default Interest Rate.
Following Retendering
1.5 Subject to paragraphs 1.6 and 1.8, following a retendering exercise under Section 2 (Compensation for Project Co Default) of this Schedule Part 17 the Authority shall pay to Project Co an amount equal to the Adjusted Highest Compliant Tender Price no later than the date falling twenty (20) Business Days after the later of:
1.5.1 the date on which the Authority receives the Market Value of the New Agreement from the New Project Co; and
1.5.2 if Project Co has referred a dispute relating to the Adjusted Highest Compliant Tender Price to dispute resolution pursuant to paragraph 3.11 of Section 2 (Compensation for Project Co Default) of this Schedule Part 17, the date on which the dispute is finally determined in accordance with Clause 56 (Dispute Resolution),
provided that, to avoid doubt, if the dispute referred by Project Co to dispute resolution (pursuant to paragraph 1.5.2 above) concerns only a proportion of the Adjusted Highest Compliant Tender Price then the Authority shall pay the undisputed proportion of such sum no later than 20 Business Days after the date referred to in paragraph 1.5.1 above (the "Undisputed Payment Date") and the Authority shall pay interest to Project Co on any amount of the Adjusted Highest Compliant Tender Price which has been withheld, from the Undisputed Payment Date until the date on which payment is due under paragraph 1.5.2 above at the No Default Interest Rate.
1.6 If the Authority has received all bids from bidders under the Tender Process and has received a Compliant Tender but decides not to complete the Tender Process, it shall notify Project Co of this decision and (if the Adjusted Highest Compliant Tender Price is a positive number) pay to Project Co an amount equal to the Adjusted Highest Compliant Tender Price within [20] Business Days of such notification.
1.7 If the Authority fails to pay the Adjusted Highest Compliant Tender Price (or any proportion thereof) by the date on which payment is due in accordance with paragraph 1.5 or paragraph 1.6 above, the Authority shall pay to Project Co interest on such unpaid amount, which shall accrue on such amount at the Default Interest Rate from (but not including) the date on which payment is due in accordance with paragraph 1.5 or paragraph 1.6 above until such amount is paid.
1.8 If the Adjusted Highest Compliant Tender Price is zero or a negative number then, on entering into the New Agreement with the New Project Co, the Authority shall have no obligation to make any payment to Project Co and (if a negative number) an amount equal to the Adjusted Highest Compliant Tender Price shall be due and payable by Project Co to the Authority on the date of the New Agreement or (where paragraph 1.6 applies) within [20] Business Days of notification from the Authority pursuant to that paragraph.
Following no retendering
1.9 If the Authority follows the no retendering procedure set out in paragraph 4 of Section 2 (Compensation for Project Co Default) of this Schedule Part 17 (Compensation on Termination) then, subject to paragraph 1.10, the Authority shall pay to Project Co an amount equal to the Adjusted Estimated Fair Value of the Agreement no later than the date falling twenty (20) Business Days after the Compensation Date together with interest on such amount calculated in accordance with paragraph 1.2.2 above unless the Authority has paid Post Termination Service Amounts pursuant to paragraph 3.5 of Section 2 (Compensation for Project Co Default) of this Schedule Part 17 (Compensation on Termination).
1.10 To the extent that the Adjusted Estimated Fair Value of the Agreement is less than zero, then an amount equal to the Adjusted Estimated Fair Value of the Agreement shall be due and payable by Project Co to the Authority on the Compensation Date.