(1) For the purposes of this PPP Contract, "Material Adverse Government Action" means any act or omission by the Contracting Authority or any relevant public authority [define if necessary] or event set out in Clause (2) below, which occurs during the term of this PPP Contract and which (i) directly causes the Private Partner to be unable to comply with all or some of its obligations under the PPP Contract and/or (ii) has a [Material] Adverse Effect] on its [costs or revenues] [insert defined terms]. |
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(2) For the purposes of Clause (1) above any act or omission shall mean and be limited to the following circumstances: |
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(a) failure of any relevant public authority to grant to the Private Partner or renew any permit or approval that is required for the purposes of the Private Partner's proper performance of its obligations and/or enforcement of its rights under this PPP Contract, in each case within the required timeframe under [Applicable Law], except where such failure results from the Private Partner's non-compliance with [Applicable Law]; |
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(b) any act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo or revolution, [occurring inside [name of country]]; |
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(c) radioactive contamination or ionising radiation, [originating from a source in [name of country]]; | |
(d) any riot, insurrection, civil commotion, act or campaign of terrorism, [occurring inside [name of country]]; | |
(e) any strike, work-to-rule, or go-slow which is not primarily motivated by a desire to influence the actions of the Affected Party so as to preserve or improve conditions of employment by the Affected Party, [occurring inside [name of country]]; | |
(f) expropriation, compulsory acquisition or nationalization by any relevant authority of any asset or right of the Private Partner, including any of the shares in the Private Partner; (g) any act or omission of any relevant authority adversely affecting the legality, validity, binding nature or enforceability of this PPP Contract; and (h) [add any event specific to the PPP Project such as the construction of certain competing infrastructure (e.g. a free road adjacent to the PPP tolled road) or a pollution event]. |
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