ECONOMIC STABILISATION Sample Clauses

ECONOMIC STABILISATION. The rights and interests accruing to Contractor (or its assignees) under this Contract and its Sub-contractors under this Contract shall not be amended, modified or reduced without the prior consent of Contractor. In the event that the Government or other Azerbaijan authority invokes any present or future law, treaty, intergovernmental agreement, decree or administrative order which contravenes the provisions of this Contract or adversely or positively affects the rights or interests of Contractor hereunder, including, but not limited to, any changes in tax legislation, regulations, administrative practice, or jurisdictional changes pertaining to the Contract Area the terms of this Contract shall be adjusted to re- establish the economic equilibrium of the Parties, and if the rights or interests of Contractor have been adversely affected, then SOCAR shall indemnify the Contractor (and its assignees) for any disbenefit, deterioration in economic circumstances, loss or damages that ensue therefrom. SOCAR shall within the full limits of its authority use its reasonable lawful endeavours to ensure that the Government will take appropriate measures to resolve promptly in accordance with the foregoing principles any conflict or anomaly between such treaty, intergovernmental agreement, law, decree or administrative order and this Contract.

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. 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. 34.1 Without prejudice to any other rights of the Licensee under the Licence, in the event of a Change in Law, Lapse of Consent or a Government Direction (as defined in Article 27 (Cross-Border Unitization)) that has a Material Adverse Effect, subject to the remainder of this Article 34, the Government shall pay to the Licensee such compensation as may be necessary to put the Licensee in the same economic position as the Licensee would have been in had such Change in Law, Lapse of Consent or Government Direction not occurred or otherwise not been made. 34.2 Payment of such compensation shall be due on and from ninety (90) days from the date of notification of a claim made by the Licensee to the Government in respect of such Change in Law, Lapse of Consent or Government Direction. 34.3 No obligation shall arise under Articles 34.1 and 34.2 unless the relevant Change in Law, Lapse of Consent or Government Direction (whether alone or together) cause a cumulative Material Adverse Effect in excess of five million United States Dollars (USD 5,000,000) (the “Threshold Amount”). If the Threshold Amount are exceeded only the portion of the economic impact in excess of the Threshold Amount shall be compensated. 34.4 Upon either Party‟s request, the Government and the Licensee shall endeavour in good faith for a period of ninety (90) days after notification by the Licensee to the Government under Article 34.2 (“Notification Date”) to agree on any amount of compensation required to restore the economic position of the Licensee. 34.5 If agreement is not reached by the Parties (acting in good faith and reasonably) on such disputed amount of compensation within the ninety (90) day period from the Notification Date, then: (a) the Government shall pay any undisputed sum forthwith and thereafter pay such amount as is agreed or determined payable in respect of the disputed sum within ninety (90) days of: (i) the date on which the Parties resolve the disputed sum; or (ii) the date of determination by an arbitrator, if the Parties fail to reach agreement, and the matter has been referred for arbitration; and (b) either Party may pursue resolution of the dispute in accordance with the dispute resolution procedure set out herein. 34.6 Once compensation has been agreed pursuant to Article 34.4 or Article 34.5, the Parties shall agree in good faith any appropriate amendment to the Licence that may be necessary to reflect the altered economic position of the Licensee as a result of...

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.

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Economic Sanctions None of the Company, the Sponsor, any non-independent director or officer or, to the knowledge of the Company, any independent director or director nominee, agent or affiliate of the Company is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or any similar sanctions imposed by any other body, governmental or other, to which any of such persons is subject (collectively, “other economic sanctions”); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any sanctions administered by OFAC or other economic sanctions.
Economic Sanctions, Etc The Company will not, and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder or any affiliate of such holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.
Cooperation with Economic Studies If ICANN initiates or commissions an economic study on the impact or functioning of new generic top-‐level domains on the Internet, the DNS or related matters, Registry Operator shall reasonably cooperate with such study, including by delivering to ICANN or its designee conducting such study all data related to the operation of the TLD reasonably necessary for the purposes of such study requested by ICANN or its designee, provided, that Registry Operator may withhold (a) any internal analyses or evaluations prepared by Registry Operator with respect to such data and (b) any data to the extent that the delivery of such data would be in violation of applicable law. Any data delivered to ICANN or its designee pursuant to this Section 2.15 that is appropriately marked as confidential (as required by Section 7.15) shall be treated as Confidential Information of Registry Operator in accordance with Section 7.15, provided that, if ICANN aggregates and makes anonymous such data, ICANN or its designee may disclose such data to any third party. Following completion of an economic study for which Registry Operator has provided data, ICANN will destroy all data provided by Registry Operator that has not been aggregated and made anonymous.
Anti-Money Laundering Program The Trust acknowledges that it has had an opportunity to review, consider and comment upon the written procedures provided by USBFS describing various tools used by USBFS which are designed to promote the detection and reporting of potential money laundering activity by monitoring certain aspects of shareholder activity as well as written procedures for verifying a customer’s identity (collectively, the “Procedures”). Further, the Trust has determined that the Procedures, as part of the Trust’s overall anti-money laundering program, are reasonably designed to prevent the Fund from being used for money laundering or the financing of terrorist activities and to achieve compliance with the applicable provisions of the USA Patriot Act of 2002 and the implementing regulations thereunder. Based on this determination, the Trust hereby instructs and directs USBFS to implement the Procedures on the Trust’s behalf, as such may be amended or revised from time to time. It is contemplated that these Procedures will be amended from time to time by the parties as additional regulations are adopted and/or regulatory guidance is provided relating to the Trust’s anti-money laundering responsibilities. USBFS agrees to provide to the Trust: (a) Prompt written notification of any transaction or combination of transactions that USBFS believes, based on the Procedures, evidence money laundering activity in connection with the Trust or any shareholder of the Fund; (b) Prompt written notification of any customer(s) that USBFS reasonably believes, based upon the Procedures, to be engaged in money laundering activity, provided that the Trust agrees not to communicate this information to the customer; (c) Any reports received by USBFS from any government agency or applicable industry self-regulatory organization pertaining to USBFS’s anti-money laundering monitoring on behalf of the Trust; (d) Prompt written notification of any action taken in response to anti-money laundering violations as described in (a), (b) or (c); and (e) Certified annual and quarterly reports of its monitoring and customer identification activities on behalf of the Trust. The Trust hereby directs, and USBFS acknowledges, that USBFS shall (i) permit federal regulators access to such information and records maintained by USBFS and relating to USBFS’s implementation of the Procedures, on behalf of the Trust, as they may request, and (ii) permit such federal regulators to inspect USBFS’s implementation of the Procedures on behalf of the Trust.
Anti-Money Laundering and Red Flag Identity Theft Prevention Programs The Trust acknowledges that it has had an opportunity to review, consider and comment upon the written procedures provided by USBFS describing various tools used by USBFS which are designed to promote the detection and reporting of potential money laundering activity and identity theft by monitoring certain aspects of shareholder activity as well as written procedures for verifying a customer’s identity (collectively, the “Procedures”). Further, the Trust and USBFS have each determined that the Procedures, as part of the Trust’s overall Anti-Money Laundering Program and Red Flag Identity Theft Prevention Program, are reasonably designed to: (i) prevent each Fund from being used for money laundering or the financing of terrorist activities; (ii) prevent identity theft; and (iii) achieve compliance with the applicable provisions of the Bank Secrecy Act, Fair and Accurate Credit Transactions Act of 2003 and the USA Patriot Act of 2001 and the implementing regulations thereunder. Based on this determination, the Trust hereby instructs and directs USBFS to implement the Procedures on the Trust’s behalf, as such may be amended or revised from time to time. It is contemplated that these Procedures will be amended from time to time by the parties as additional regulations are adopted and/or regulatory guidance is provided relating to the Trust’s anti-money laundering and identity theft responsibilities. USBFS agrees to provide to the Trust: (a) Prompt written notification of any transaction or combination of transactions that USBFS believes, based on the Procedures, evidence money laundering or identity theft activities in connection with the Trust or any Fund shareholder; (b) Prompt written notification of any customer(s) that USBFS reasonably believes, based upon the Procedures, to be engaged in money laundering or identity theft activities, provided that the Trust agrees not to communicate this information to the customer; (c) Any reports received by USBFS from any government agency or applicable industry self-regulatory organization pertaining to USBFS’ Anti-Money Laundering Program or the Red Flag Identity Theft Prevention Program on behalf of the Trust; (d) Prompt written notification of any action taken in response to anti-money laundering violations or identity theft activity as described in (a), (b) or (c) immediately above; and (e) Certified annual and quarterly reports of its monitoring and customer identification activities pursuant to the Procedures on behalf of the Trust. The Trust hereby directs, and USBFS acknowledges, that USBFS shall (i) permit federal regulators access to such information and records maintained by USBFS and relating to USBFS’ implementation of the Procedures, on behalf of the Trust, as they may request, and (ii) permit such federal regulators to inspect USBFS’ implementation of the Procedures on behalf of the Trust.
Purchaser Bears Economic Risk The Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Purchaser must bear the economic risk of this investment until the Securities are sold pursuant to: (i) an effective registration statement under the Securities Act; or (ii) an exemption from registration is available with respect to such sale.
Economic Cooperation 1. The Parties will encourage the utilization of cooperation instruments and mechanisms with a view to strengthen the processes of economic integration and commercial exchange. 2. The objectives of economic cooperation will be: (a) to build on existing agreements or arrangements already in place for trade and economic cooperation; and (b) to advance and strengthen trade and economic relations between the Parties. 3. The Parties will encourage and facilitate, as appropriate, the following activities, including, but not limited to: (a) dialogue about policies and regular exchanges of information and views on ways to promote and expand trade in goods and services between the Parties; (b) joint elaboration of studies and technical projects of economic interest according to the economic development needs identified by the Parties; (c) keeping each other informed of important economic and trade issues, and any impediments to furthering their economic cooperation; (d) providing assistance and facilities to business persons and trade missions that visit the other Party with the knowledge and support of the relevant agencies; (e) supporting dialogue and exchanges of experience among the respective business communities of the Parties; (f) establishing and developing mechanisms for providing information and identifying opportunities for business cooperation, trade in goods and services, investment, and government procurement; and (g) stimulating and facilitating actions of public and/or private sectors in areas of economic interest.
Anti-Money Laundering To help the United States government fight the funding of terrorism and money laundering, the federal laws of the United States requires all financial institutions to obtain, verify and record information that identifies each person with whom they do business. This means we must ask you for certain identifying information, including a government-issued identification number (e.g., a U.S. taxpayer identification number) and such other information or documents that we consider appropriate to verify your identity, such as certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument.
Terrorism Sanctions Regulations The Company will not and will not permit any Subsidiary to (a) become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b) engage in any dealings or transactions with any such Person.
Economic Risk The Purchaser realizes that the purchase of the ------------- Stock will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on the Purchaser's investment.

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