Common use of EPC Contractor Clause in Contracts

EPC Contractor. The Seller shall deliver to AEDB a certificate of a duly authorized officer of the Seller setting out the name and nationality of the EPC Contractor and the country of manufacture of major pieces of equipment not later than fifteen (15) Business Days prior to execution thereof. AEDB shall then have the right, but not the obligation, to review the certificate, and it may without liability to the Seller notify the Seller that it objects to the EPC Contractor or the country of manufacture of major pieces of equipment in writing because, in its reasonable discretion (keeping national security considerations in due perspective), the appointment of the proposed EPC Contractor or the country of manufacture of major pieces of equipment would be adverse to the national security interests of Pakistan; provided, however, that, by not objecting to the EPC Contractor or any country of manufacture of major pieces of equipment, it shall not be construed as in any way of having relieved the Seller of its obligations under this Agreement or the Energy Purchase Agreement or any other Project Agreements. If the AEDB does not object to the certificate on or before the end of fifteen (15) Business Days following the delivery to AEDB of the aforesaid certificate AEDB shall be deemed not to object to the EPC Contractor or any country of manufacture of major pieces of equipment, and the EPC Contractor and the country of manufacture of major pieces of equipment shall be deemed to have been approved. Upon such deemed approval the Seller shall be relieved of any obligation under this Agreement and all other relevant Project Agreements to obtain any further approval of AEDB only to the extent of the EPC Contractor or the country of manufacture of major pieces of equipment. Thereafter, the Seller shall provide the AEDB with a certificate of a duly authorized officer of the Seller setting out details of (i) a change in the EPC Contractor, or (ii) a change in the country of manufacture of a major piece of equipment, (a “Proposed Material Amendment”), no later than fifteen (15) Business Days prior to execution of an amendment to the EPC Contract, setting forth the proposed changes. The AEDB shall then have the right, but not the obligation, to review the certificate, and may notify the Seller prior to the proposed execution date that it objects to the Proposed Material Amendment because, in its reasonable discretion (keeping national security considerations in due perspective), the proposed EPC Contractor or the country of manufacture of a piece of equipment is adverse to the national security interests of Pakistan; provided, however, that, by not objecting to the Proposed Material Amendment, AEDB shall not be construed as having relieved the Seller of its obligations under this Agreement or the Energy Purchase Agreement or any other Project Agreements. If the AEDB does not object to such certificate on or before the end of the fifteen (15) Business Days period provided for herein, as the case may be, it shall be deemed not to have objected to the Proposed Material Amendment and such Proposed Material Amendment shall be deemed approved. Upon such deemed approval the Seller shall be relieved of any obligations under this Agreement and all other relevant Project Agreements to obtain any further approval of AEDB only to the extent of the Proposed Material Amendment. In addition, AEDB agrees and shall ensure that the confidentiality provisions contained in this Agreement shall apply to AEDB and its representative with respect to any confidential or proprietary information provided in respect of any Proposed Material Amendment.

EPC Contractor. (a) The Seller Corporation shall promptly deliver to AEDB the Investor a certificate written notice ("EPC Appointment Notice") containing all material information and requirements relating to the appointment of an EPC Contractor for the San Xxxxxx Development Plan (as defined below) on such date as may be determined by the Corporation to appoint an EPC Contractor and provided such date: (i) is after the completion of a duly authorized officer feasibility study suitable to be included in a technical report under National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Seller setting out Canadian Securities Administrators with respect to the name development of a mining operation on the San Xxxxxx Project (the "San Xxxxxx Development Plan"); and (ii) before the completion of both: (A) the entry into a binding agreement to provide sufficient financing to commence the construction of the San Xxxxxx Development Plan; and (B) a development decision having been made with respect to the San Xxxxxx Development Plan. (b) The Investor (or its Affiliate) shall have the right to negotiate in good faith its appointment as the EPC Contractor for the San Xxxxxx Development Plan and nationality make an offer to the Corporation to accept its appointment as the EPC Contractor for the San Xxxxxx Development Plan (the "EPC ROFO") by giving written notice to the Corporation (the "EPC ROFO Notice") at any time within 45 days following the date of receipt of the EPC Contractor Appointment Notice ("EPC ROFO Period"). The EPC ROFO Notice shall set out the material terms and conditions of the country of manufacture of major pieces of equipment not later than fifteen offer (15including the proposed work scope and fees) Business Days prior to execution thereof. AEDB shall then have the right, but not the obligation, to review the certificate, and it may without liability in relation to the Seller notify the Seller that it objects to Investor's proposed appointment as the EPC Contractor of the San Xxxxxx Development Plan. During the EPC ROFO Period, the Corporation and the Investor (or the country of manufacture of major pieces of equipment its Affiliate) shall negotiate in writing because, in its reasonable discretion (keeping national security considerations in due perspective), good faith the appointment of the proposed EPC Contractor Investor (or the country of manufacture of major pieces of equipment would be adverse to the national security interests of Pakistan; provided, however, that, by not objecting to its Affiliate) as the EPC Contractor for the San Xxxxxx Development Plan and the Corporation further undertakes to not complete or any country pursue the appointment of manufacture of major pieces of equipment, it shall not be construed as in any way of having relieved an EPC Contractor for the Seller of its obligations under this Agreement or the Energy Purchase Agreement or San Xxxxxx Development Plan with any other Project AgreementsPerson. (c) If the Investor (or its Affiliate) issues an EPC ROFO Notice to the Corporation during the EPC ROFO Period, the Corporation shall choose whether to accept the offer contained in the EPC ROFO Notice within a period of 30 days following the date of issuance of the EPC ROFO Notice. If the AEDB Corporation does not object accept the terms offered by the Investor (or its Affiliate) for its appointment as EPC Contractor for the San Xxxxxx Development Plan, the Corporation shall thereafter be free to negotiate and appoint a Person (other than the certificate on or before Investor) (the end of fifteen (15"Third Party Contractor") Business Days following the delivery to AEDB as EPC Contractor of the aforesaid certificate AEDB shall be deemed not to object to San Xxxxxx Development Plan provided that the EPC Contractor or any country of manufacture of major pieces of equipment, price and the EPC Contractor and the country of manufacture of major pieces of equipment shall be deemed to have been approved. Upon such deemed approval the Seller shall be relieved of any obligation under this Agreement and all other relevant Project Agreements to obtain any further approval of AEDB only to the extent terms of the EPC contract entered into with that Third Party Contractor or are more favourable to the country of manufacture of major pieces of equipment. Thereafter, Corporation taken as a whole than the Seller shall provide the AEDB with a certificate of a duly authorized officer of the Seller setting out details of (i) a change price and terms specified in the EPC ContractorROFO Notice (as determined by the Corporation, or (ii) a change in the country of manufacture of a major piece of equipment, (a “Proposed Material Amendment”acting reasonably), no later than fifteen (15) Business Days prior to execution of an amendment to the EPC Contract, setting forth the proposed changes. The AEDB shall then have the right, but not the obligation, to review the certificate, and may notify the Seller prior to the proposed execution date that it objects to the Proposed Material Amendment because, in its reasonable discretion (keeping national security considerations in due perspective), the proposed EPC Contractor or the country of manufacture of a piece of equipment is adverse to the national security interests of Pakistan; provided, however, that, by not objecting to the Proposed Material Amendment, AEDB shall not be construed as having relieved the Seller of its obligations under this Agreement or the Energy Purchase Agreement or any other Project Agreements. If the AEDB Investor does not object provide an EPC ROFO Notice within the EPC ROFO Period, the Corporation shall be free to such certificate on or before negotiate and appoint the end Third Party Contractor as EPC Contractor of the fifteen (15) Business Days period provided for herein, as the case may be, it shall be deemed not to have objected to the Proposed Material Amendment and such Proposed Material Amendment shall be deemed approved. Upon such deemed approval the Seller shall be relieved of any obligations under this Agreement and all other relevant Project Agreements to obtain any further approval of AEDB only to the extent of the Proposed Material Amendment. In addition, AEDB agrees and shall ensure that the confidentiality provisions contained in this Agreement shall apply to AEDB and its representative with respect to any confidential or proprietary information provided in respect of any Proposed Material AmendmentSan Xxxxxx Development Plan.

EPC Contractor. The Unless approved prior to the date of execution of this Agreement, the Seller shall deliver to AEDB a certificate of a duly authorized officer of the Seller setting out the name and nationality of the EPC Contractor and the country of manufacture of major pieces of equipment not later than fifteen (15) Business Days prior to execution thereof. AEDB shall then have the right, but not the obligation, to review the certificate, and it may without liability to the Seller notify the Seller prior to the proposed execution date that it objects to the EPC Contractor or the country of manufacture of major pieces of equipment in writing because, in its reasonable discretion (keeping national security considerations in due perspective), the appointment of the proposed EPC Contractor or the country of manufacture of major pieces of equipment would be adverse to the national security interests of Pakistan; provided, however, that, by not objecting to the EPC Contractor or any country of manufacture of major pieces of equipment, it shall not be construed as in any way of having relieved the Seller of its obligations under this Agreement or the Energy Purchase Agreement or any other Project Agreements. If the AEDB does not object to the certificate on or before the end of the fifteen (15) Business Days following the delivery to AEDB of the aforesaid certificate AEDB period provided for herein, GOP (and AEDB) shall be deemed not to object to the EPC Contractor or any country of manufacture of major pieces of equipment, and the EPC Contractor and the country of manufacture of major Implementation Agreement 21 pieces of equipment shall be deemed to have been approved. Upon such deemed approval the Seller shall be relieved of any obligation under this Agreement and all other relevant Project Agreements to obtain any further approval of AEDB only to the extent of the EPC Contractor or the country of manufacture of major pieces of equipment. Thereafter, the Seller shall provide the AEDB with a certificate of a duly authorized officer of the Seller setting out details of (i) a change in the EPC Contractor, or (ii) a change in the country of manufacture of a major piece of equipment, (a “Proposed Material Amendment”), no later than fifteen (15) Business Days prior to execution of an amendment to the EPC Contract, setting forth the proposed changes. The AEDB shall then have the right, but not the obligation, to review the certificate, and may notify the Seller prior to the proposed execution date that it objects to the Proposed Material Amendment because, in its reasonable discretion (keeping national security considerations in due perspective), the proposed EPC Contractor or the country of manufacture of a piece of equipment is adverse to the national security interests of Pakistan; provided, however, that, by not objecting to the Proposed Material Amendment, AEDB or the GOP shall not be construed as having approved of the Proposed Material Amendment nor as in any way of having relieved the Seller of its obligations under this Agreement or the Energy Purchase Agreement or any other Project Agreements. If the AEDB does not object to such certificate on or before the end of the fifteen (15) Business Days period provided for herein, as the case may be, it the GOP shall be deemed not to have objected to the Proposed Material Amendment and such Proposed Material Amendment shall be deemed to have been approved. Upon such deemed approval the Seller shall be relieved of any obligations under this Agreement and all other relevant Project Agreements to obtain any further approval of AEDB only to the extent of the Proposed Material Amendment. In addition, AEDB GOP agrees and shall ensure that the confidentiality provisions contained in this Agreement shall apply to GOP and AEDB and its representative with respect to any confidential or proprietary information provided in respect of any Proposed Material Amendment.

EPC Contractor. The Seller shall deliver to AEDB a certificate of a duly authorized officer of the Seller setting out the name and nationality of the EPC Contractor and the country of manufacture of major pieces of equipment not later than fifteen (15) Business Days prior to execution thereofof the EPC Contract, provided, if the Seller has executed the EPC Contract before the date of execution of this Agreement, the Seller shall furnish to AEDB the certificate aforesaid within fifteen (15) Business Days following the date of execution of this Agreement. AEDB shall then have the right, but not the obligation, to review the certificate, and it may without liability to the Seller notify the Seller that it objects to the EPC Contractor or the country of manufacture of major pieces of equipment in writing because, in its reasonable discretion (keeping national security considerations in due perspective), the appointment of the proposed EPC Contractor or the country of manufacture of major pieces of equipment would be adverse to the national security interests of Pakistan; provided, however, that, by not objecting to the EPC Contractor or any country of manufacture of major pieces of equipment, it shall not be construed as in any way of having relieved the Seller of its obligations under this Agreement or the Energy Purchase Agreement or any other Project Agreements. If the AEDB does not object to the certificate on or before the end of fifteen (15) Business Days following the delivery to AEDB of the aforesaid certificate AEDB shall be deemed not to object to the EPC Contractor or any country of manufacture of major pieces of equipment, and the EPC Contractor and the country of manufacture of major pieces of equipment shall be deemed to have been approved. Upon such deemed approval the Seller shall be relieved of any obligation under this Agreement and all other relevant Project Agreements to obtain any further approval of AEDB only to the extent of the EPC Contractor or the country of manufacture of major pieces of equipment. Thereafter, the Seller shall provide the AEDB with a certificate of a duly authorized officer of the Seller setting out details of (i) a change in the EPC Contractor, or (ii) a change in the country of manufacture of a major piece of equipment, (a “Proposed Material Amendment”), no later than fifteen (15) Business Days prior to execution of an amendment to the EPC Contract, setting forth the proposed changes. The AEDB shall then have the right, but not the obligation, to review the certificate, and may notify the Seller prior to the proposed execution date that it objects to the Proposed Material Amendment because, in its reasonable discretion (keeping national security considerations in due perspective), the proposed EPC Contractor or the country of manufacture of a piece of equipment is adverse to the national security interests of Pakistan; provided, however, that, by not objecting to the Proposed Material Amendment, AEDB shall not be construed as having relieved the Seller of its obligations under this Agreement or the Energy Purchase Agreement or any other Project Agreements. If the AEDB does not object to such certificate on or before the end of the fifteen (15) Business Days period provided for herein, as the case may be, it shall be deemed not to have objected to the Proposed Material Amendment and such Proposed Material Amendment shall be deemed approved. Upon such deemed approval the Seller shall be relieved of any obligations under this Agreement and all other relevant Project Agreements to obtain any further approval of AEDB only to the extent of the Proposed Material Amendment. In addition, AEDB GOP agrees and shall ensure that the confidentiality provisions contained in this Agreement shall apply to GOP and AEDB and its representative with respect to any confidential or proprietary information provided in respect of any Proposed Material Amendment.

EPC Contractor. The Not later than ten (10) Business Days following the execution of this Agreement , the Seller shall deliver to AEDB the GOP a certificate of a duly authorized officer of the Seller setting out the name and nationality of the Contractor supplying a major piece of equipment under the EPC Contractor Contract and the country of manufacture origin of major pieces of equipment not later than fifteen (15) Business Days prior to execution thereof. AEDB shall then have the right, but not the obligation, to review the certificate, and it may without liability to the Seller notify the Seller that it objects to the EPC Contractor or the country of manufacture of major pieces of equipment in writing because, in its reasonable discretion (keeping national security considerations in due perspective), the appointment of the proposed EPC Contractor or the country of manufacture of major pieces of equipment would be adverse to the national security interests of Pakistan; provided, however, that, by not objecting to the EPC Contractor or any country of manufacture of major pieces of equipment, it shall not be construed as in any way of having relieved the Seller of its obligations under this Agreement or the Energy Purchase Agreement or any other Project Agreements. If the AEDB does not object to the certificate on or before the end of fifteen (15) Business Days following the delivery to AEDB of the aforesaid certificate AEDB shall be deemed not to object to the EPC Contractor or any country of manufacture of major pieces of equipment, and the EPC Contractor and the country of manufacture of major pieces of equipment shall be deemed to have been approved. Upon such deemed approval the Seller shall be relieved of any obligation under this Agreement and all other relevant Project Agreements to obtain any further approval of AEDB only to the extent of the EPC Contractor or the country of manufacture of major pieces of equipment. Thereafter, the The Seller shall provide the AEDB with a certificate of a duly authorized officer of the Seller setting out details of any proposed amendment (a “Proposed Material Amendment”) to the EPC Contract that would result in (i) a change in the EPC Contractor, or (ii) a change in the country of manufacture of a major piece of equipment, (a “Proposed Material Amendment”)equipment as to either its company or country of manufacture, no later than fifteen (15) Business Days prior to execution of an amendment to the EPC Contractthereof, setting forth the proposed changes. The AEDB shall then have the right, but not the obligation, to review the certificate, and may notify the Seller prior to the proposed execution date that it objects to the EPC Contractor or the Proposed Material Amendment because, in its reasonable discretion (keeping national security considerations in due perspective)sole discretion, the proposed EPC Contractor or the company or country of manufacture of a piece of equipment is adverse to the national security interests of Pakistan; provided, however, that, by not objecting to the EPC Contracts or the Proposed Material Amendment, AEDB or the GOP shall not be construed as having approved of the EPC Contract or the Proposed Material Amendment nor in any way as having relieved the Seller of its obligations under this Agreement or the Energy Purchase Agreement or any other Project Agreements. .. If the AEDB does not object to such certificate on or before the end of the fifteen (15) Business Days Day period provided for herein, as the case may be, it the GOP shall be deemed not to have objected to the Proposed Material Amendment Amendment. Within thirty (30) days after execution of the EPC Contract and any Proposed Material Amendment, the Seller shall (i) deliver to the AEDB a copy of the EPC Contract and each such Proposed Material Amendment shall be deemed approved. Upon such deemed approval with information that is confidential or proprietary deleted therefrom, and (ii) make available to an authorized representative of AEDB, during normal business hours and upon reasonable notice, at the Seller shall be relieved Seller’s offices in Islamabad, a complete copy of any obligations under this Agreement the EPC Contract and all other relevant Project Agreements to obtain any further approval of AEDB only to the extent of the Proposed Material AmendmentAmendments; provided, however, that such representative may not make any photocopies or other mechanical/electrical reproductions of such documents. In addition, AEDB agrees and shall ensure that the confidentiality provisions contained in this Agreement shall apply to GOP and AEDB and its representative with respect to any confidential or proprietary information provided in respect of any Proposed Material Amendmentinformation.