Common use of Independent Engineer Clause in Contracts

Independent Engineer. 4.2.1 The Seller shall, within twenty (20) Business Days of the Signature Date, engage with an Independent Engineer to be appointed as the Independent Engineer. 4.2.2 The Seller shall be responsible for arranging for the signing of the Independent Engineer agreement when it contains all the terms and conditions that have been agreed between the Seller, the Buyer and the Independent Engineer for the appointment; and the Seller and the Buyer undertake to sign such agreement at such time. 4.2.3 The Independent Engineer shall be appointed at the sole cost and expense of the Seller, but shall act on behalf of, and owe a duty of care to, both the Buyer and the Seller equally. 4.2.4 Neither Party shall, without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) at any point during the Term: 4.2.4.1 terminate or seek to amend materially the contract with the Independent Engineer; or 4.2.4.2 appoint any other person to be the Independent Engineer. 4.2.5 If, after the Signature Date, the Independent Engineer renders services to the Seller (other than in terms of the Independent Engineer Agreement), any of its shareholders (direct or indirect), Contractors or Lenders or any Affiliate of any of them in respect of the Project, the Seller shall be obliged to notify the Buyer of this occurrence promptly on becoming aware of same and, if the Buyer so elects, the Seller shall terminate the contract with the appointed Independent Engineer. 4.2.6 If the contract with the Independent Engineer is terminated at any point during the Term, a new Independent Engineer shall be appointed in accordance with this clause 4.2 (Independent Engineer) as agreed between the Buyer and the Seller, both acting reasonably.

Independent Engineer. 4.2.1 5.2.1 The Seller has, in Schedule [5] (List of firms - Independent Engineer), identified up to five (5) firms of independent consulting engineers, every one of which it recommends to be appointed as the Independent Engineer for the purpose of this Agreement, and every one of which the Seller warrants: 5.2.1.1 has at least seven (7) years professional experience as an engineer in the renewable energy industry; and 5.2.1.2 as at the Signature Date, has not rendered services to the Seller, any of its shareholders (direct or indirect), Contractors or Lenders or any Affiliate of any of them in respect of the Project. 5.2.2 The Seller shall, as soon as practicably possible, but in any event within twenty (20) Business Days of the Signature Date, engage with an Independent Engineer any (or all) of such firms with a view to be one (1) of them being appointed as the Independent Engineer. The Seller shall formulate the terms and conditions upon which the Independent Engineer is to be appointed and shall obtain the approval of the Buyer thereof. 4.2.2 5.2.3 The Seller shall keep the Buyer regularly informed of the Seller’s progress towards the appointment of the Independent Engineer, and shall be responsible for arranging for the signing of the Independent Engineer agreement when it contains all the terms and conditions that have been agreed between the Seller, the Buyer and the Independent Engineer for the appointment; and the Seller and the Buyer undertake to sign such agreement at such time. 4.2.3 5.2.4 The Independent Engineer shall be appointed at the sole cost and expense of the Seller, but shall act on behalf of, and owe a duty of care to, to both the Buyer and the Seller equally. 4.2.4 5.2.5 Neither Party shall, without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayedwithheld) at any point during the Term: 4.2.4.1 5.2.5.1 terminate or seek to amend materially the contract with the Independent Engineer; or 4.2.4.2 5.2.5.2 appoint any other person to be the Independent Engineer. Any person appointed to replace the existing Independent Engineer, as Independent Engineer, shall be one of the other firms listed in Schedule 5 (List of firms - Independent Engineer) or as agreed between the Buyer and the Seller. 4.2.5 5.2.6 If, after the Signature Date, the Independent Engineer renders services to the Seller (other than in terms of the Independent Engineer Agreement), any of its shareholders (direct or indirect), Contractors or Lenders or any Affiliate of any of them in respect of the Project, the Seller shall be obliged to notify the Buyer of this occurrence promptly on becoming aware of same and, if the Buyer so elects, the Seller shall terminate the contract with the appointed Independent Engineer. 4.2.6 5.2.7 If the contract with the Independent Engineer is terminated at any point during the Term, a new Independent Engineer shall be appointed in accordance with this clause 4.2 5.2 (Independent Engineer) from one of the firms listed in Schedule 5 (List of firms - Independent Engineer) or as agreed between the Buyer and the Seller, both acting reasonablyreasonably on terms substantially similar to the terms contained in the agreement set out in Schedule 5 Part 2 (Independent Engineer Agreement).

Independent Engineer. 4.2.1 The Parties have, in Schedule 5 (List of firms - Independent Engineer), identified up to five (5) firms of independent consulting engineers, every one of which they approve to be appointed as the Independent Engineer for the purpose of this Agreement, and every one of which the Seller warrants: 4.2.1.1 has at least seven (7) years professional experience as an engineer in the renewable energy industry; and 4.2.1.2 as at the Signature Date, has not rendered services to the Seller, any of its shareholders (direct or indirect), Contractors or Lenders or any Affiliate of any of them in respect of the Project. 4.2.2 The Seller shall, as soon as practicably possible, but in any event within twenty (20) Business Days of the Signature Date, engage with an Independent Engineer any (or all) of such firms with a view to be one (1) of them being appointed as the Independent EngineerEngineer on terms substantially similar to the terms contained in the agreement set out in Schedule 10 (Independent Engineer Agreement). 4.2.2 4.2.3 The Seller shall keep the Buyer regularly informed of the Seller’s progress towards the appointment of the Independent Engineer, and shall be responsible for arranging for the signing of the Independent Engineer agreement when it contains all the terms and conditions that have been agreed between the Seller, the Buyer and the Independent Engineer for the appointment; and the Seller and the Buyer undertake to sign such agreement at such time. 4.2.3 4.2.4 The Independent Engineer shall be appointed at the sole cost and expense of the Seller, but shall act on behalf of, and owe a duty of care to, both the Buyer and the Seller equally. 4.2.4 4.2.5 Neither Party shall, without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayedwithheld) at any point during the Term: 4.2.4.1 4.2.5.1 terminate or seek to amend materially the contract with the Independent Engineer; or 4.2.4.2 4.2.5.2 appoint any other person to be the Independent Engineer. Any person appointed to replace the existing Independent Engineer, as Independent Engineer, shall be one of the other firms listed in Schedule 5 (List of firms - Independent Engineer) or as agreed between the Buyer and the Seller. 4.2.5 4.2.6 If, after the Signature Date, the Independent Engineer renders services to the Seller (other than in terms of the Independent Engineer Agreement), any of its shareholders (direct or indirect), Contractors or Lenders or any Affiliate of any of them in respect of the Project, the Seller shall be obliged to notify the Buyer of this occurrence promptly on becoming aware of same and, if the Buyer so elects, the Seller shall terminate the contract with the appointed Independent Engineer. 4.2.6 4.2.7 If the contract with the Independent Engineer is terminated at any point during the Term, a new Independent Engineer shall be appointed in accordance with this clause 4.2 (Independent Engineer) from one of the firms listed in Schedule 5 (List of firms - Independent Engineer) or as agreed between the Buyer and the Seller, both acting reasonably, on terms substantially similar to the terms contained in the agreement set out in Schedule 10 (Independent Engineer Agreement).