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4. Compensation for Transfer

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Compensation to SembGas for the Transfer shall comprise the following:

(a)

payment by PowerGas, in accordance with regulation 5, of the net book value of the Assets as of the Appointed Day using a 40-year depreciation period as determined by the appointed auditor; and

(b)

payment by the Authority, in accordance with regulation 6, of $35 million.

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