Common use of Application and Entry into Force Clause in Contracts

Application and Entry into Force. 1. All Annexes are an integral part of this Agreement. 2. Each Party shall notify the other in writing of the completion of the procedures required in its territory for the entry into force of this Agreement. This Agreement enters into force on the date of the later of these notifications. 3. This Agreement shall remain in force unless a Party notifies the other Party in writing of its intention to terminate it. The termination of this Agreement will be effective one year after notice of termination has been received by the other Party. In respect of investments or commitments to invest made prior to the date when the termination of this Agreement becomes effective, Articles 1 to 41 inclusive, as well as paragraphs 1 and 2 of this Article, shall remain in force for a period of 15 years. IN WITNESS WHEREOF, the undersigned, duly authorised, have signed this Agreement. DONE in two originals at on this day of 2013, In the English and French languages, each version being equally authentic. FOR CANADA FOR THE FEDERAL REPUBLIC OF NIGERIA The Parties confirm their shared understanding that: (a) indirect expropriation results from a measure or a series of measures of a Party that has an effect equivalent to direct expropriation without formal transfer of title or outright seizure; (b) the determination of whether a measure or a series of measures of a Party constitutes an indirect expropriation requires a case-by-case, fact-based inquiry that considers, among other factors: (i) the economic impact of the measure or the series of measures, although the sole fact that a measure or a series of measures of a Party has an adverse effect on the economic value of an investment does not establish that an indirect expropriation has occurred, (ii) the extent to which the measure or the series of measures interferes with distinct, reasonable investment-backed expectations, and (iii) the character of the measure or the series of measures; (c) except in rare circumstances, such as when a measure or a series of measures is so severe in the light of its purpose that it cannot be reasonably viewed as having been adopted and applied in good faith, a non-discriminatory measure of a Party that is designed and applied to protect legitimate public welfare objectives, such as health, safety and the environment, does not constitute an indirect expropriation. In accordance with paragraph 2 of Article 17 (Reservations and Exceptions) of this Agreement, Canada reserves the right to adopt or maintain any measure that does not conform to the obligations set out below with respect to the following sectors or matters: - Social services (i.e. : public law enforcement; correctional services, income security or insurance; social security or insurance; social welfare; public education; public training; health and child care), where the measure does not conform with the obligations imposed by Article 4 (National Treatment) or Article 8 (Senior Management, Boards of Directors and Entry of Personnel) of this Agreement; - The rights or preferences provided to aboriginal peoples, where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 5 (Most-Favoured-Nation Treatment), Article 8 (Senior Management, Boards of Directors and Entry of Personnel) or Article 9 (Performance Requirements) of this Agreement; - The rights or preferences provided to socially or economically disadvantaged minorities, where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 8 (Senior Management, Boards of Directors and Entry of Personnel) or Article 9 (Performance Requirements) of this Agreement; - Residency requirements for ownership of oceanfront land, where the measure does not conform with the obligations imposed by Article 4 (National Treatment) of this Agreement; - Government securities (i.e. acquisition, sale or other disposition by nationals of the other Party of bonds, treasury bills or other kinds of debt securities issued by the Government of Canada, a province or local government), where the measure does not conform with the obligations imposed by Article 4 (National Treatment) of this Agreement; - Maritime cabotage, which means (a) the transportation of either goods or passengers by ship between points in the territory of Canada or above the continental shelf of Canada, either directly or by way of a place outside Canada; but with respect to waters above the continental shelf of Canada, the transportation of either goods or passengers only in relation to the exploration, exploitation or transportation of the mineral or non-living natural resources of the continental shelf of Canada; and (b) the engaging by ship in any other marine activity of a commercial nature in the territory of Canada and, with respect to waters above the continental shelf, in such other marine activities of a commercial nature that are in relation to the exploration, exploitation or transportation of the mineral or non-living natural resources of the continental shelf of Canada; where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 5 (Most-Favoured-Nation Treatment), Article 8 (Senior Management, Boards of Directors and Entry of Personnel) or Article 9 (Performance Requirements) of this Agreement; - Licensing fishing or fishing related activities, including entry of foreign fishing vessels to Canadas exclusive economic zone, territorial sea, internal waters or ports and use of any services therein, where the measure does not conform with the obligations imposed by Article 4 (National Treatment) or Article 5 (Most-Favoured-Nation Treatment) of this Agreement; - Telecommunications services, where the measure does not conform with the obligations imposed by Article 4 (National Treatment) or Article 8 (Senior Management, Boards of Directors and Entry of Personnel) of this Agreement by limiting foreign investment in facilities-based telecommunications service suppliers, requiring that such service suppliers be controlled in fact by a Canadian, requiring that at least 80 percent of the members of the board of directors of such suppliers be Canadian, and imposing cumulative foreign investment level restrictions; and - The establishment or acquisition in Canada of an investment in the services sector, where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 8 (Senior Management, Boards of Directors and Entry of Personnel) or Article 9 (Performance Requirements) of this Agreement, provided that the measure is consistent with Canadas obligations under Articles II, XVI, XVII and XVIII of the WTO General Agreement on Trade in Services. In accordance with paragraph 2 of Article 17 of this Agreement, the Federal Republic of Nigeria reserves the right to adopt or maintain any measure that does not conform to the obligations set out below with respect to the following sectors or matters: - Residency requirements for ownership of land, where the measure does not conform with the obligations imposed by Article 4 (National Treatment) of this Agreement; - Government securities (i.e. acquisition, sale or other disposition by nationals of the other Party of bonds, treasury bills or other kinds of debt securities issued by the government of the Federal Republic of Nigeria, State or Local Government), where the measure does not conform with the obligations imposed by Article 4 (National Treatment) of this Agreement; - The carriage of goods by vessel from one place in the Federal Republic of Nigeria or above the continental shelf of the Federal Republic of Nigeria to any other place in the Federal Republic of Nigeria or above the continental shelf of the Federal Republic of Nigeria, either directly or via a place outside the Federal Republic of Nigeria, but with respect to the waters above the continental shelf of the Federal Republic of Nigeria, only in relation to the exploration, or transportation of the mineral or non-living natural resources; where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 5 (Most Favoured Nation Treatment), Article 8 (Senior Management, Board of Directors and Entry of Personnel) or Article 9 (Performance Requirement) of this Agreement; - The carriage of passengers by vessel from one place in the Federal Republic of Nigeria or above the continental shelf of the Federal Republic of Nigeria to any other place in the Federal Republic of Nigeria or above the continental shelf of the Federal Republic of Nigeria, either directly or via a place outside the Federal Republic of Nigeria, but with respect to the waters above the continental shelf of the Federal Republic of Nigeria, only in relation to exploration, exploitation or transportation of the mineral or non-living natural resources; where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 5 (Most Favoured Nation Treatment), Article 8 (Senior Management, Board of Directors and Entry of Personnel) or Article 9 (Performance Requirement) of this Agreement; - Licencing fishing or fishing related activities, including entry of foreign fishing vessels to the Federal Republic of Nigeria exclusive economic zone, territorial sea, internal waters or ports and use of any services therein, where the measure does not conform with the obligations imposed by Article 4 (National Treatment) or Article 5 (Most Favoured Nation Treatment) of this Agreement; - Telecommunication services, where the measure does not conform with the obligations imposed by Article 4 (National Treatment) or Article 8 (Senior Management, Board of Directors and Entry of Personnel) of this Agreement by limiting foreign investment in facilities-based telecommunications service suppliers, requiring that such service suppliers be controlled in fact by a Nigerian, requiring that at least 80 per cent of the members of the board of directors of such suppliers be Nigerians, and imposing cumulative foreign investment level restrictions; and - The establishment or acquisition in the Federal Republic of Nigeria of an investment in the services sector, where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 8 (Senior Management, Board of Directors and Entry of Personnel) or Article 9 (Performance Requirements) of this Agreement, provided that the measure is consistent with the Federal Republic of Nigerias obligations under Article II, XVI, XVII and XVIII of the WTO General Agreement on Trade in Services. 1. Article 5 (Most-Favoured-Nation Treatment) does not apply to treatment accorded by a Party under a bilateral or multilateral international agreement in force or signed, for Canada, prior to January 1, 1994, and, for the Federal Republic of Nigeria, prior to January 1, 1960. 2. Article 5 (Most-Favoured-Nation Treatment) does not apply to treatment accorded by a Party under an existing or future bilateral or multilateral agreement: (a) establishing, strengthening or expanding a free trade area or customs union; (b) relating to: (i) aviation; (ii) fisheries; (iii) maritime matters, including salvage.

Application and Entry into Force. 1. All Annexes are and footnotes shall form an integral part of this Agreement. 2. Each Party shall notify the other in writing of the completion of the procedures required in its territory for the entry into force of this Agreement. This Agreement enters shall enter into force on the date of the later latter of these the two notifications. 3. This Agreement shall remain in force unless a either Party notifies the other Party in writing of its intention to terminate it. The termination of this Agreement will be shall become effective one year after notice of termination has been received by the other Party. In respect of investments or commitments Commitments to invest made prior to the date when the termination of this Agreement becomes effective, Articles 1 to 41 40 inclusive, as well as paragraphs 1 and 2 of this Article2, shall remain in force for a period of 15 fifteen years. IN WITNESS WHEREOF, the undersigned, duly authorised, have signed this Agreement. DONE in two originals duplicate at Ulaanbaatar, on this day of 2013September 8, In 2016, in the English and French languages. This Agreement shall also be drawn up in the Mongolian language. Once approved by the Parties by exchange of diplomatic notes, each the Mongolian version being shall be considered equally authentic. FOR CANADA FOR THE FEDERAL REPUBLIC OF NIGERIA MONGOLIA The Parties confirm their shared understanding that: (a) 1. indirect expropriation results from a measure or a series of measures of a Party that has an effect equivalent to direct expropriation without formal transfer of title or outright seizure; (b) 2. the determination of whether a measure or a series of measures of a Party constitutes an indirect expropriation requires a case-by-case, fact-based inquiry that considers, among other factors: (i) 1. the economic impact of the measure or the series of measures, although the sole fact that a measure or a series of measures of a Party has an adverse effect on the economic value of an investment does not establish that an indirect expropriation has occurred,; (ii) 2. the extent to which the measure or the series of measures interferes with distinct, reasonable investment-backed expectations, ; and (iii) 3. the character of the measure or the series of measures;. (c) 3. except in rare circumstances, such as when a measure or a series of measures is are so severe in the light of its their purpose that it they cannot be reasonably viewed as having been adopted and applied in good faith, a non-discriminatory measure measures of a Party that is are designed and applied to protect legitimate public welfare objectives, such as health, safety and the environment, does do not constitute an indirect expropriation. In accordance with paragraph 2 of Article 17 (Reservations and Exceptions) 16 of this Agreement, Canada reserves the right to adopt or maintain any measure that does not conform to the obligations set out below with respect to the following sectors or matters: - Social services (i.e. i.e.: public law enforcement; correctional services, income security or insurance; social security or insurance; social welfare; public education; public training; health and child care), where the measure does not conform with the obligations imposed by Article 4 (National Treatment) or Article 8 (Senior Management, Boards of Directors and Entry of Personnel) of this Agreement; - The rights or preferences provided to aboriginal peoples, where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 5 (Most-FavouredMostFavoured-Nation Treatment), Article 8 (Senior Management, Boards of Directors and Entry of Personnel) or Article 9 (Performance Requirements) of this Agreement; - The the rights or preferences provided to socially or economically disadvantaged minorities, where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 8 (Senior Management, Boards of Directors and Entry of Personnel) or Article 9 (Performance Requirements) of this Agreement; - Residency requirements for ownership of oceanfront land, where the measure does not conform with the obligations imposed by Article 4 (National Treatment) of this Agreement; - Government securities (i.e. acquisition, sale or other disposition by nationals of the other Party of bonds, treasury bills or other kinds of debt securities issued by the Government of Canada, a province or local government), where the measure does not conform with the obligations imposed by Article 4 (National Treatment) of this Agreement; - Maritime maritime cabotage, which means (a) the transportation of either goods or passengers by ship between points in the territory of Canada or above the continental shelf of Canada, either directly or by way of a place outside Canada; but with respect to waters above the continental shelf of Canada, the transportation of either goods or passengers only in relation to the exploration, exploitation or transportation of the mineral or non-living natural resources of the continental shelf of Canada; and (b) the engaging by ship in any other marine activity of a commercial nature in the territory of Canada and, with respect to waters above the continental shelf, in such other marine activities of a commercial nature that are in relation to the exploration, exploitation or transportation of the mineral or non-living natural resources of the continental shelf of Canada; Footnote 2 where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 5 (Most-Favoured-Nation Treatment), Article 8 (Senior Management, Boards of Directors and Entry of Personnel) or Article 9 (Performance Requirements) of this Agreement; - Licensing fishing or fishing related activities, including entry of foreign fishing vessels to Canadas Canada's exclusive economic zone, territorial sea, internal waters or ports and use of any services therein, where the measure does not conform with the obligations imposed by Article 4 (National Treatment) or Article 5 (Most-Favoured-Nation Treatment) of this Agreement; - Telecommunications services, where the measure does not conform with the obligations imposed by Article 4 (National Treatment) or Article 8 (Senior Management, Boards of Directors and Entry of Personnel) of this Agreement by limiting foreign investment in facilities-based telecommunications service suppliers, requiring that such service suppliers be controlled in fact by a Canadian, requiring that at least 80 percent of the members of the board of directors of such suppliers be Canadian, and imposing cumulative foreign investment level restrictions; and - restrictions;and The establishment or acquisition in Canada of an investment in the services sector, where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 8 (Senior Management, Boards of Directors and Entry of Personnel) or Article 9 (Performance Requirements) of this Agreement, provided that the measure is consistent with Canadas Canada's obligations under Articles II, XVI, XVII and XVIII of the WTO General Agreement on Trade in Services. In accordance with paragraph 2 Schedule of Article 17 of this Agreement, the Federal Republic of Nigeria reserves the right to adopt or maintain any measure that does not conform to the obligations set out below with respect to the following sectors or matters: - Residency requirements for ownership of land, where the measure does not conform with the obligations imposed by Article 4 (National Treatment) of this Agreement; - Mongolia Government securities (i.e. acquisition, sale or other disposition by nationals of the other Party of bonds, treasury bills or other kinds of debt securities issued by the government Government of the Federal Republic of NigeriaMongolia, State a province or Local Governmentlocal government), where the measure does not conform with the obligations imposed by Article 4 (National Treatment) of this Agreement; - The carriage . Nationality requirements for ownership of goods by vessel from one place in the Federal Republic of Nigeria or above the continental shelf of the Federal Republic of Nigeria to any other place in the Federal Republic of Nigeria or above the continental shelf of the Federal Republic of Nigeria, either directly or via a place outside the Federal Republic of Nigeria, but with respect to the waters above the continental shelf of the Federal Republic of Nigeria, only in relation to the exploration, or transportation of the mineral or non-living natural resources; where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 5 (Most Favoured Nation Treatment), Article 8 (Senior Management, Board of Directors and Entry of Personnel) or Article 9 (Performance Requirement) of this Agreement; - The carriage of passengers by vessel from one place in the Federal Republic of Nigeria or above the continental shelf of the Federal Republic of Nigeria to any other place in the Federal Republic of Nigeria or above the continental shelf of the Federal Republic of Nigeria, either directly or via a place outside the Federal Republic of Nigeria, but with respect to the waters above the continental shelf of the Federal Republic of Nigeria, only in relation to exploration, exploitation or transportation of the mineral or non-living natural resources; where the measure does not conform with the obligations imposed by Article 4 (National Treatment), Article 5 (Most Favoured Nation Treatment), Article 8 (Senior Management, Board of Directors and Entry of Personnel) or Article 9 (Performance Requirement) of this Agreement; - Licencing fishing or fishing related activities, including entry of foreign fishing vessels to the Federal Republic of Nigeria exclusive economic zone, territorial sea, internal waters or ports and use of any services thereinland, where the measure does not conform with to the obligations imposed by Article 4 (National Treatment) or Article 5 (Most Favoured Nation Treatment) of this Agreement; - Telecommunication services. Social services (i.e. health, where the measure does not conform with the obligations imposed by Article 4 (National Treatment) or Article 8 (Senior Managementpublic welfare, Board of Directors public education, social insurance and Entry of Personnel) of this Agreement by limiting foreign investment in facilities-based telecommunications service suppliers, requiring that such service suppliers be controlled in fact by a Nigerian, requiring that at least 80 per cent of the members of the board of directors of such suppliers be Nigerians, and imposing cumulative foreign investment level restrictions; and - The establishment or acquisition in the Federal Republic of Nigeria of an investment in the services sectorsecurity), where the measure does not conform with the obligations imposed by Article 4 (National Treatment), or Article 8 (Senior Management, Board Boards of Directors and Entry of Personnel) of this Agreement. Any measure to ensure local production of the majority of consumer demands for strategic food production (i.e. livestock- meat, milk, flour, wheat, grain seed, and drinking water), where the measure does not conform to the obligations imposed by Article 4 (National Treatment) or Article 9 (Performance RequirementsRequirement) of this Agreement. Any measures relating to admission of investment in its railway transportation sector, provided that where the measure is consistent with does not conform to the Federal Republic obligations imposed by Article 4 (National Treatment), or Article 9 (Performance Requirement) of Nigerias this Agreement. Any measures relating to admission of investment in real estate development and ownership and trading by foreign citizen and legal entities, where the measure does not conform to the obligations under imposed by Article II, XVI, XVII and XVIII of the WTO General Agreement on Trade in Services. 1. Article 5 4 (Most-Favoured-Nation National Treatment) does not apply to treatment accorded by a Party under a bilateral or multilateral international agreement in force or signed, for Canada, prior to January 1, 1994, and, for the Federal Republic of Nigeria, prior to January 1, 1960this Agreement. 2. Article 5 (Most-Favoured-Nation Treatment) does not apply to treatment accorded by a Party under an existing or future bilateral or multilateral agreement: (a) establishing, strengthening or expanding a free trade area or customs union; (b) relating to: (i) aviation; (ii) fisheries; (iii) maritime matters, including salvage.