(a) Subject to the Project Owner's rights under or in connection with this Agreement, if this Agreement is terminated in accordance with clause 23.1, the Project Owner must pay the NOPs, or the NOPs must pay the Project Owner (as the case may be), an amount which is to be agreed between the Participants or, failing agreement, an amount determined by an Adjudicator in accordance with the provisions of this Schedule.
(b) In agreeing the amount payable under this clause, the Participants must have regard to the following:
(1) the Reimbursable Costs, Corporate Overhead and Profit, Gainshare Amount or Painshare Amount (if any and as the case may be) and Performance Reward Amount or Performance Liability Amount (if any and as the case may be) payable in accordance with clause 16.1 for the Works performed prior to the date of termination. In considering any Gainshare Amount or Painshare Amount (as the case may be) or Performance Reward Amount or Performance Liability Amount (if any and as the case may be) that may be payable, the Participants must, in Good Faith, estimate the Gainshare Amount or Painshare Amount (if any and as the case may be) or Performance Reward Amount or Performance Liability Amount (if any and as the case may be) which would have been payable during the course of this Agreement, if this Agreement had not been terminated under clause 23.1;
(2) the cost of Materials reasonably ordered by the NOPs for the Works, which the NOPs are legally liable to accept, but only if the Materials become the property of the Project Owner upon payment;
(3) costs reasonably and actually incurred by the NOPs in the expectation of completing the whole of the Works including costs or damages incurred by reason of the NOPs having to terminate contractual arrangements with other parties that were entered into for the purposes of the Works, those costs and damages not having been accounted for in any payment by the Project Owner (including any payment to be made by the Project Owner under a new agreement as referred to in clause 1(b)(7) of this Schedule);
(4) reasonable costs of demobilisation;
(5) the reasonable costs of complying with any directions given by the Project Owner upon, or subsequent to, termination;
(6) any amounts which the Project Owner has previously paid to the NOPs; and
(7) if any of the NOPs agree to continue with the Works as contemplated by clause 25.3, the extent to which Materials, orders made and other matters the subject of the costs outlined in this clause 1(b) of this Schedule can be used in any new agreement entered into between those NOPs for the continuation of the Works.
(c) Payments made under this Schedule are the only liability of the Project Owner in relation to or in connection with a termination under clause 23.1 and the Project Owner is not otherwise liable to the NOPs for any cost, loss (including Consequential Loss), expense or damage incurred by the NOPs as a consequence of, or in connection with, this Agreement, the Works, or the termination.
(d) Any issue between the Participants regarding the amount payable under clause 1(a) of this Schedule must be referred to the Adjudicator for determination.
(e) Notwithstanding the undertaking to avoid issues arising between the Participants and litigation or arbitration set out in clause 5.1 of this Agreement, the Project Owner and the NOPs are entitled to recover the amount as determined in accordance with this clause if that amount is not paid within 20 Business Days of the date of agreement between the Participants or the date of determination by an Adjudicator, as the case may be.