Environmental and Social Matters. Ensure that the design, construction, operation, maintenance, management and monitoring of the Project’s sites, plants, equipment, operations and facilities are undertaken in compliance with the Action Plan and the E&S Requirements.
Environmental and Social Matters. 6.16.1 Within 60 days of the date of this Agreement, the Borrower will engage an independent third-party consultant with relevant expertise to perform and will provide the Administrative Agent with a desktop analysis of the gaps in the then current development plan and operations to bring the Project in line with applicable standards as defined in the Equator Principles, and which shall be performed to the satisfaction of the IESC.
6.16.2 The Borrower will deliver to the Administrative Agent an initial ESAP (the “Initial ESAP”) as soon as practicable and in any event no later than March 31, 2024 which shall have been reviewed by the IESC. The ESAP shall conform to the Equator Principles, and include the following aspects:
6.16.2.1 developing a permit plan and schedule tracking tool, stakeholder engagement plan, resettlement action plan (considering Free Prior and Informed Consent guidance), comprehensive grievance mechanism (employees and community), and labour management plan;
6.16.2.2 conducting a physical climate risk assessment consistent with the Task Force on Climate-related Financial Disclosures (“TCFD”) guidance and considering community impacts; and
6.16.2.3 providing for an annual IESC assessment and report and updated ESAP for conformance to EP4 and as otherwise provided herein.
6.16.3 By November 30th of each year, the Borrower shall have an IESC conduct an Independent Review of the assessment process including the ESMPs, the ESMS, and the Stakeholder Engagement process documentation in order to assist the Lenders’ due diligence to confirm that the Project conforms with the Equator Principles. The IESC will also propose or opine on a suitable annual ESAP capable of conforming the Project with the Equator Principles.
6.16.4 Annually following the delivery of the Initial ESAP, on or before March 31st, the Borrower shall deliver substantially an updated ESAP (the “Annual ESAP”) reflecting the Borrower’s actions for such Fiscal Year in respect of Environmental and Social Requirements and complying with Environmental and Social Requirements for the purpose of allowing the Lenders to monitor the Obligor’s continued compliance with the same. The Borrower shall not amend the ESAP, either on its own initiation or following the recommendation of the IESC, without the prior consent of the Majority Lenders, which consent shall not be unreasonably withheld or conditioned.
6.16.5 The Borrower covenants and agrees that it shall comply and shall ensure that al...
Environmental and Social Matters. (i) The Company represents that the Company and AZI are compliant, in all material respects, with the Environmental and Social Requirements and for all such items as addressed in the Environmental and Social Action Plan, they shall become compliant within the time-frames agreed upon from time to time.
(ii) No Environmental and Social Claim has been commenced or (to the best of its knowledge and belief) is threatened against the Company or AZI except for the Environmental and Social Claims addressed in the Environmental and Social Action Plan.
Environmental and Social Matters. Each of the Company and AZI: (a) remains in compliance with the Environmental and Social Management System; (b) maintains an appropriately qualified and experienced Environmental and Social Management System manager for oversight of management of Environmental Management System aspects across all of the Company’s Operations (including its Subsidiaries) and to ensure consistent application of the Environmental and Social Management System; and (c) has agreed with Proparco on the form of Environmental and Social Monitoring Report.
Environmental and Social Matters. Each of the Shareholders and the Company undertakes that:
(a) The Company shall obtain Certification for all its operations as so determined by the Board of Directors of the Company and that Certifications shall thereafter be maintained.
(b) The Company shall diligently design, construct, operate and maintain all of its plants, sites, equipment and business in a safe, efficient and business- like manner.
Environmental and Social Matters. Except as otherwise specified in Schedule 7.07 to this Agreement:
(a) The Project, insofar as its development, design, engineering, procurement, construction, commissioning, testing, start-up, finance, ownership, operation and maintenance are concerned, complies and has been in compliance at all times with (i) all Environmental and Social Laws and Government Approvals, including, for the avoidance of doubt, the Environmental and Social Standards, required for such Project under any Environmental and Social Laws and has not at any time violated and will not violate any Environmental and Social Laws or Government Approvals required for the Project under any Environmental and Social Laws except for any such non-compliance or violation that could not reasonably be expected to have a material adverse environmental or social effect attributable to the Project and (ii) the Environmental and Social Standards.
(b) The Project, insofar as its development, design, engineering, procurement, construction, commissioning, testing, start-up, finance, ownership, operation and maintenance are concerned, has obtained and continuously maintained and maintains, in full force and effect, all Government Approvals required by the relevant Government Authorities for such Project under Environmental and Social Laws, and there are and will be no ongoing, pending, or, to the Borrower’s Knowledge, threatened actions to challenge, revoke, cancel, terminate, limit or modify any such Government Approvals, except for any failure to obtain or maintain in full force and effect or actions to challenge, revoke, cancel, terminate, limit or modify that could not reasonably be expected to have a material adverse environmental or social effect attributable to the Project.
(c) There are no facts, circumstances, conditions or occurrences regarding the past or present operations or conditions of the Project, including the presence of, Release or threatened Release of Hazardous Materials, that reasonably could form the basis of a material Environmental and Social Claim or cause the Project to be subject to any material restrictions arising under any Environmental and Social Law that in either case would materially hinder or restrict the Borrower from occupying or operating the Project as intended under the Material Project Documents (excluding restrictions on the transferability of Government Approvals upon the transfer of ownership of assets subject to such Government Approval).
(d) There are (i) no...
Environmental and Social Matters. The Borrower shall do all such acts and prepare and deliver all such documents as may be required to adhere to the Environmental and Social Deliverables, in respect of each ‘Deliverable’ by the relevant time as set out in Schedule 13 (Environmental and Social Deliverables) or as may otherwise be agreed by the Facility Agent (acting on the instructions of the Majority Lenders).
Environmental and Social Matters. (i) The Borrower has performed and observed in all material respects all Applicable ESG Standards and the conditions of each E&S Permit, as applicable at this stage in the development, construction and operation of the Project.
(ii) There has not been any Environmental Contamination at or from the Project site or any Project assets, which:
(A) contravenes any Applicable ESG Standard, any E&S Permit or any Material Document; and
(B) which is likely to have a Material Adverse Effect.
(iii) An E&S Assessment has been conducted in a manner relevant and appropriate to the nature and scale of the Project, in accordance with the Applicable ESG Standards.
(iv) The Borrower has complied in all material respects with the terms of the ESAP.
(v) Except as disclosed to the Lenders and the Administrative Agent:
(A) the Obligors and the Project assets are not subject to any judicial or administrative proceeding or order in respect of any Environmental Laws or claim under any Environmental Laws.
(B) the Obligors have not received and is not aware of (after having made due enquiry):
(I) any actual or threatened complaint, order, directive, claim, notice or other communication; or
(II) any event or circumstance reasonably likely to result in any claim, in each case, with respect to any non-compliance (or alleged non-compliance) in respect of any Environmental and Social Matters related to the Project and which could reasonably be expected to result in a Material Adverse Effect.
(vi) To the knowledge of the each Obligor, all information disclosed by the Obligors to the Administrative Agent and the Finance Parties with respect to Environmental and Social Matters is true and correct in all material respect.
(vii) None of the Obligors has failed to disclose a material fact or circumstance in relation to Environmental and Social Matters which could reasonably be expected to materially and adversely affect the decision of a Finance Party to participate in the Revolving Facility.
(viii) The E&S Assessment Documentation is readily available to the Affected Communities;
(ix) A summary of the ESIA is accessible and available to the public online.
(x) The Borrower’s consultation and dealings with any Affected Communities with whom it is required to consult in accordance with the Applicable ESG Standards regarding the Project has been conducted in a structured manner in accordance with the Applicable ESG Standards.
(xi) The Borrower has fulfilled all of its obligations under the IBA in...
Environmental and Social Matters. (a) A certified copy of each of the Safeguards and Social Documents.
(b) Certification from the Senior Lenders’ Environmental and Social Consultant that:
(i) the Safeguards and Social Documents are, or will (through timely implementation of the Environmental and Social Action Plan) be, consistent with the Safeguards Requirements (as applicable); and
(ii) to the extent any aspect of the Environmental and Social Management System for the drilling and construction phase of the Project is to be implemented at a later date, all arrangements necessary for such timely implementation have been made through the Environmental and Social Action Plan.
(c) Certification from the Senior Lenders’ Environmental and Social Consultant that the Construction and Drilling Contracts are consistent with the Safeguards and Social Documents and that appropriate mechanisms and safeguards are or will (through timely implementation of the Environmental and Social Action Plan) be in place (including through appropriate project management plans to be implemented by the Borrower), for compliance by each Contractor with the Safeguards and Social Documents.
(d) Evidence of approval of the AMDAL, ESIA (including the ESMP) and any environmental monitoring plan from the applicable Governmental Authority.
