- Buyout shall take place under the following condition:
a. Change in Circumstances - In the event that as a result of any laws or regulation of the Republic of the Philippines, or any agency or other body under the control of the Government of the Republic of the Philippines, or any regional or municipal authority thereof, coming to effect after the date of this Agreement, or as a result of any such laws or regulations (including any official interpretation thereof which the PROPONENT-OPERATOR has relied upon in entering into this Agreement) in force at the date hereof being amended, modified or repealed, the interest of the PROPONENT-OPERATOR and/or the PROPONENT- OPERATOR's financial rate of return (net of tax or other imposition, including, without limitation any withholding or remittance tax on the payment of dividends) on its investment is materially reduced, prejudiced or otherwise adversely affected (including without limitation, any restriction on the ability to remit funds in foreign currency outside the Philippines), or any changes which would drastically reduce the demand for the Project's services, then the Parties hereto shall meet and endeavor to agree to make amendments to this Agreement, and if after 90 days no such agreement has been reached, Buy-out Provision under this Section shall apply.
The LGU shall purchase all the PROPONENT-OPERATOR 's rights, titles and interests in PROJECT and thereupon all the PROPONENT- OPERATOR's obligations hereunder shall cease. Provided, however, that the LGU and the PROPONENT- PROPONENT shall first undergo arbitration pursuant to Article 13 (Dispute Resolution) prior to resorting to the buy-out option.