2) to start detailed technical negotiation and discussion on the rate of service charge within _________days from the date of signing this agreement;
3) to conclude relevant matters and enter into service agreement within _______months from the date of signing this agreement.
c or new company shall fully assist and support b and provide all technical data, information and materials, etc. necessary for the negotiation. in case that the parties send a delegation to negotiate with a service purchaser, they should appoint the person or persons who are competent for the delegation at all points in experience and specialty.
12.2 b and c or new company agree as a negotiation point that payment for _________export shall be received on monthly basis and directly to new company's bank account in_________ denominated by new company in us dollars without any withholding taxes or fees.
12.3 income from sales of _______shall be distributed by c, the leading company of new company, in the following order of priority:
1) royalty to b stipulated in clause 12.4;
2) operation and maintenance cost;
3) loan principal and interest to construct the infrastructure project;
4) dividend to the members of new company.
the parties agree and acknowledge to cause new company not to make any deduction of depreciation or establishment of any reserves and to ensure payment of principal and interest to construct the infrastructure project after the payment of the items specified in clauses i) and 2).
the people's insurance company of china will act as the undertaker of the export credit insurance and treasurer of the new company during the repayment period to ensure the reimbursement of the loan principal and interest.
12.4 the amount of income to be distributed to b and the members of new company shall be calculated by using as reference the basic case-annex 1.
the proportion of the amount payable to b as royalty shall be as below and readjusted based on the service agreement and the project cost:
___________percent during the first __________years of the operation period:
____________percent during the remaining years of the operation period.
the above mentioned royalty to b covers, but not limited to, b's provision of c or new company's free use of the site, technical assistance, administrative arrangement and support and other assistance and support specified in this agreement.
12.5 in case that main equipment should be replaced, the members of new company shall agree to increase their investment amount in the proportion of their share to new company for the procurement and installation of that replacing equipment. cost for replacement parts and equipment of which durable year, determined by the internationally accepted accounting principle, exceeds transfer date, shall be shared between b and new company in proportion of the years beyond transfer date and the years falling within transfer date.