ECONOMIC STABILISATION Clause Samples

ECONOMIC STABILISATION. 45.1 Except as may be expressly provided herein, the Federal Government shall not amend, modify, rescind, terminate, declare invalid or unenforceable, require renegotiation of, compel replacement or substitution, or otherwise seek to avoid, alter or limit the Agreement without the prior written consent of Contractor. 45.2 Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other rights of the Contractor under the Agreement, in the event (a) any new tax, levy or other fee is introduced in Somalia that is targeted at Hydrocarbon Operations or (b) there is any change in Somali Law (or the interpretation thereof) that (i) is targeted at Hydrocarbon Operations or (ii) discriminates or has the effect of discriminating against the contractor or any Contractor Entity (including but not limited to a progressive tax rate) and (c) as a result of the circumstances described in (a) or (b), the Contractor or any Contractor Entity suffers an adverse effect of a material nature on the economic benefits it drives from Hydrocarbon Operations or the Contract (each, a “Stabilisation Event”), then the Parties shall negotiate such amendments to the Agreement as may be necessary to put the Parties in the same economic position as they would have been in had such Stabilisation Event not occurred or otherwise not been made; provided that to the extent that the Contractor’s rights, obligations or benefits which existed at the time that the Agreement was executed cannot be restored, subject to sub-clauses 45.3 to 45.5 (inclusive), the Federal Government shall pay to the Contractor such compensation as may be necessary to put the Contractor in the same economic position as the Contractor would have been in had such Stabilisation Event not occurred or otherwise not been made. 45.3 Payment of such compensation pursuant to clause 45.2 shall be due on and from one hundred and eighty (180) days from the date of notification of a claim made by the Contractor to the Federal Government in respect of such Stabilisation Event. 45.4 No obligation to compensate the Contractor shall arise under clause 45.2 unless the Stabilization Events cause a cumulative Material Adverse Effect in excess of fifteen million (15) USD ("Threshold Amount") per Calendar Year. If the Threshold Amount is exceeded only the portion of the economic impact in excess of the Threshold Amount shall be compensated. 45.5 Upon either Party’s request, the Federal Government and the Contractor...

ECONOMIC STABILISATION. If a Change in Law (other than a Frustrating Change in Law) occurs and either Party believes that such Change in Law has or will result in Costs or Savings, such Party shall promptly deliver to the other Party a notice identifying such Change in Law and demonstrating the net amount of Costs or Savings that have resulted from or can reasonably be expected to result from such Change in Law. The Project Company shall use reasonable endeavours to minimise such Costs or maximise such Savings in accordance with the standards of a Reasonable and Prudent Operator. Not later than ten (10) Business Days following receipt of a notice of a Change in Law, the Parties shall meet to discuss the subject matter of the notice. If either Party disputes any of the contents of the notice and such dispute is not resolved within ten (10) Business Days from the commencement of the discussions, such dispute shall be resolved in accordance with the provisions of Clause 18 (Dispute Resolution). Neither Party shall be entitled to assert any claim for Costs or Savings unless the absolute value of all claims of such Party for Costs or Savings exceeds in aggregate, the Costs or Savings Threshold and thereafter all claims of such Party in respect of a Change in Law may be asserted. To the extent that a claim for Costs or Savings resulting from a Change in Law is not disputed or has been resolved and allowed pursuant to the dispute resolution procedure under Clause 18 (Dispute Resolution), the Parties shall attempt to agree an amount payable . The Parties shall endeavour to establish that such amounts shall be payable by an increase or decrease to the Energy Charge and Deemed Energy Payment as applicable, or, if this is not possible in accordance with Prudent Practice, by way of lump sum amount, in all cases the effect of which is to place the Project Company in the same overall financial position as it would have been in had the Change in Law not occurred, provided that if a Change in Law requires the Project Company to incur additional capital expenditure (forming all or part of its claim for Costs as asserted or allowed under this Clause 6 (Economic Stabilisation)) for which the Project Company is not able to either: draw on additional funds under the Finance Agreements; or secure additional debt financing from a third-party lender having used reasonable efforts to do so, then the Parties agree that payment shall be by way of a lump-sum amount to place the Project Company in the same o...

ECONOMIC STABILISATION. 1Without prejudice to any other rights of the Contractor under the Agreement, in the event of a Change in Law or Lapse of Consent occurring with a period of [12] Calendar Years from the Effective Date that has a Material Adverse Effect, subject to sub-clauses 44.3 to 44.5 (inclusive), the Federal Government shall pay to the Contractor such compensation as may be necessary to put the Contractor in the same economic position as the Contractor would have been in had such Change in Law or Lapse of Consent not occurred or otherwise not been made.

ECONOMIC STABILISATION. 44.1 Without prejudice to any other rights of the Contractor under the Agreement, in the event of a Change in Law or Lapse of Consent occurring with a period of [12] Calendar Years from the Effective Date that has a Material Adverse Effect, subject to sub-clauses 44.3 to 44.5 (inclusive), the Federal Government shall pay to the Contractor such compensation as may be necessary to put the Contractor in the same economic position as the Contractor would have been in had such Change in Law or Lapse of Consent not occurred or otherwise not been made. 44.2 Payment of such compensation shall be due on and from [90] days from the date of notification of a claim made by the Contractor to the Federal Government in respect of such Change in Law or Lapse of Consent, provided that such notice is made no earlier than the earliest date for making such notification determined in accordance with sub-clause 44.6. 44.3 No obligation shall arise under sub-clauses 44.1 and 44.2 unless the relevant Change in Law or Lapse of Consent (whether along or together) cause a cumulative Material Adverse Effect in excess of USD [300,000] ("Threshold Amount"); however, if the Threshold Amount is exceeded then the whole economic impact shall be compensated and not just the portion in excess of the Threshold Amount. 44.4 If the Contractor believes that any Change in Law or Lapse of Consent would give rise to a claim by the Contractor pursuant to sub-clauses 44.1 and 44.2, the Contractor shall agree, and the Federal Government shall agree (and shall procure that any authority agrees) that the Agreement shall be automatically amended forthwith to reflect a decrease in the first (or, if greater than it, any subsequent) amount payable by the Contractor under the Agreement. 44.5 The Contractor shall not give any notice of any claim under sub-clause 44.1 and 44.2 in respect of any Change in Law or Lapse of Consent until [90] days after the submission by the Contractor of notification of a claim to the Federal Government in relation to Change in Law or Lapse of Consent. 44.6 Upon either Party’s request, the Federal Government and the Contractor shall endeavour in good faith for a period of [90] days after notification by the Contractor to the Federal Government under clause 44.2 ("Notification Date") to agree on any disputed amount of compensation required to restore the economic position of the Contractor. 44.7 If agreement is not reached by the Parties (acting in good faith and reasonably) on su...