Common use of GOVERNMENT GUARANTIES Clause in Contracts

GOVERNMENT GUARANTIES. 5.1 In addition to affirming that the following obligations are primary obligations of the State Authorities, the Government hereby guarantees to each of the MEP Participants the validity and effectiveness of the acknowledgments, representations and warranties made by it on behalf of and committing the State Authorities as set forth in this Agreement, the rights and privileges provided (and to be provided) to any and all Project Participants by the State Authorities under all Project Agreements and the complete and timely satisfaction and performance of all State Authorities’ obligations under the Project Agreements. 5.2 Without limiting the breadth and scope of the foregoing, the Government hereby commits the State Authorities to perform and guarantees to each of the MEP Participants: (i) that the State Authorities shall not interrupt or impede the freedom of transit of Petroleum in, across and/or from the Territory; (ii) that the State Authorities shall perform and take all actions and make all decisions required of the State Authorities under all Project Agreements; (iii) that the State Authorities shall not act or fail to act in any manner that could hinder or delay any Project Activity or otherwise negatively affect the Project or impair any rights granted under any Project Agreement (including any such action or inaction predicated on security, health, environmental or safety considerations that, directly or indirectly, could interrupt, impede or limit the flow of Petroleum in or through the Facilities, except under circumstances in which continued operation of the Facilities without immediate corrective action creates an imminent, material threat to public security, health, safety or the environment that renders it reasonable to take or fail to take, as the case may be, such action and, then, only to the extent and for the period of time necessary to remove that threat); (iv) that the State Authorities shall give their full cooperation in connection with Project Activities; (v) that the State Authorities shall not claim or demand title to or possessory rights over the Petroleum or the Facilities; (vi) that the State Authorities shall not claim, demand or in any way restrict any rights respecting the Permanent Land which are contrary to the grant by the State Authorities of the rights with respect to the Permanent Land granted under Section 4.1(iii); and (vii) that the State Authorities shall make the payment of any and all sums of money which may become due and owing by the State Authorities under or pursuant to any Project Agreement, including compensation payments under Article 10 of this Agreement and pursuant to the indemnification provisions of any Project Agreement. 5.3 The guaranties made by the Government in this Article 5: (i) are several, independent, absolute, irrevocable and unconditional and each constitutes an independent covenant and principal obligation of the Government, separately enforceable from all other obligations of the State Authorities under the Project Agreements, without regard to the non-performance, invalidity or unenforceability of any of those other obligations; (ii) are enforceable, jointly and severally, against the constituent elements of the State Authorities and, regardless of against whom enforcement is sought, any award or claim for payment in respect thereof shall be submitted to the Ministry of Energy and such award or claim for payment (granted, with respect to a claim for payment, such claim is not disputed by the State Authorities) shall be paid to the MEP Participants on or before thirty (30) days after receipt by the Ministry of Energy of the related award or claim for payment; and (iii) shall not be modified, impaired or rendered unenforceable by any defense available to the State Authorities under any Project Agreement or otherwise as a result of the occurrence of any event that, but for this Section 5.3(iii), would discharge that guaranty other than by the full performance thereof in accordance with the relevant Project Agreement. 5.4 In furtherance of the guaranties made by the Government in this Article 5, the Government (i) hereby affirms the obligations set forth herein of the State Authorities and consents to the performance of all obligations of the State Authorities under the Project Agreements and (ii) shall, in a timely fashion, issue, give or cause to be given, in writing, all decrees, enactments, orders, regulations, rules, interpretations, authorisations, approvals and consents necessary or appropriate to evidence further the foregoing affirmation and consent to enable and require the State Authorities to perform in a timely manner all of their obligations as provided by the Project Agreements.

GOVERNMENT GUARANTIES. 5.1 In addition to affirming that the following obligations are primary obligations of the State Authorities, the Government hereby guarantees to each of the MEP Participants the validity and effectiveness of the acknowledgments, representations and warranties made by it on behalf of and committing the State Authorities as set forth in this Agreement, the rights and privileges provided (and to be provided) to any and all Project Participants by the State Authorities under all Project Agreements Agreements, and the complete and timely satisfaction and performance of all State Authorities’ obligations under the Project Agreements. 5.2 Without limiting the breadth and scope of the foregoing, the Government hereby commits the State Authorities to perform and guarantees to each of the MEP Participants: (i) that the State Authorities shall not interrupt or impede the freedom of transit of Petroleum in, across and/or from the Territory; (ii) that the State Authorities shall perform and take all actions and make all decisions required of the State Authorities under all Project Agreements; (iii) that the State Authorities shall not act or fail to act in any manner that could hinder or delay any Project Activity or otherwise negatively affect the Project or impair any rights granted under any Project Agreement (including any such action or inaction predicated on security, health, environmental or safety considerations that, directly or indirectly, could interrupt, impede or limit the flow of Petroleum in or through the Facilities, except under circumstances in which continued operation of the Facilities without immediate corrective action creates an imminent, material threat to public security, health, safety or the environment that renders it reasonable to take or fail to take, as the case may be, such action and, then, only to the extent and for the period of time necessary to remove that threat); (iv) that the State Authorities shall give their full cooperation in connection with Project Activities; (v) that the State Authorities shall not claim or demand title to or possessory rights over the Petroleum or the Facilities; (vi) that the State Authorities shall not claim, demand or in any way restrict any rights respecting the Permanent Land which are contrary to the grant by the State Authorities of the rights with respect to the Permanent Land granted under Section 4.1(iii); and (vii) that the State Authorities shall make the payment of any and all sums of money which may become due and owing by the State Authorities under or pursuant to any Project Agreement, including compensation payments under Article 10 19 of this Agreement and pursuant to the indemnification provisions of any Project Agreement. 5.3 The guaranties made by the Government in this Article 5: (i) are several, independent, absolute, irrevocable and unconditional and each constitutes an independent covenant and principal obligation of the Government, separately enforceable from all other obligations of the State Authorities under the Project Agreements, without regard to the non-non- performance, invalidity or unenforceability of any of those other obligations; (ii) are enforceable, jointly and severally, against the constituent elements of the State Authorities and, regardless of against whom enforcement is sought, any award or claim for payment in respect thereof shall be submitted to the Ministry of Energy Government and such award or claim for payment (granted, with respect to a claim for payment, such claim is not disputed by the State Authorities) shall be paid to the MEP Participants on or before thirty (30) days after receipt by the Ministry of Energy Government of the related award or claim for payment; and (iii) shall not be modified, impaired or rendered unenforceable by any defense available to the State Authorities under any Project Agreement or otherwise as a result of the occurrence of any event that, but for this Section 5.3(iii), would discharge that guaranty other than by the full performance thereof in accordance with the relevant Project Agreement. 5.4 In furtherance of the guaranties made by the Government in this Article 5, the Government (i) hereby affirms the obligations set forth herein of the State Authorities and consents to the performance of all obligations of the State Authorities under the Project Agreements and (ii) shall, in a timely fashion, issue, give or cause to be given, in writing, all decrees, enactments, orders, regulations, rules, interpretations, authorisations, approvals and consents necessary or appropriate to evidence further the foregoing affirmation and consent to enable and require the State Authorities to perform in a timely manner all of their obligations as provided by the Project Agreements.

GOVERNMENT GUARANTIES. 5.1 In addition to affirming that the following obligations are primary obligations of the State Authorities, the Government hereby guarantees to each of the MEP Participants the validity and effectiveness of the acknowledgments, representations and warranties made by it on behalf of and committing the State Authorities as set forth in this Agreement, the rights and privileges provided (and to be provided) to any and all Project Participants by the State Authorities under all Project Agreements and the complete and timely satisfaction and performance of all State Authorities’ Authorities obligations under in accordance with the terms of the Project Agreements. 5.2 Without limiting the breadth and scope of the foregoing, the Government hereby commits the State Authorities to perform and and, in respect of all State Authorities other than itself, guarantees to each of the MEP Participants: (i) that the State Authorities shall not interrupt or impede the freedom of transit of Petroleum in, across and/or from the TerritoryTerritory except in accordance with the provisions of clause (iii) below; (ii) that the State Authorities shall perform and take all actions and make all decisions required of the State Authorities under in accordance with the terms of all Project Agreements; (iii) that the State Authorities shall not act or fail to act in any manner that could hinder or delay any Project Activity or otherwise negatively affect the Project or impair any rights granted under any Project Agreement (including any such action or inaction predicated on security, health, environmental or safety considerations that, directly or indirectly, could interrupt, impede or limit the flow of Petroleum in or through the Facilities, except under circumstances in which continued operation of the Facilities without immediate prompt corrective action creates an imminent, material unreasonable threat to public security, cultural heritage, health, safety or the environment (using, for such purposes in respect of the environment, the applicable standards and practices of Appendix 3 of this Agreement and, in respect of health, safety, public security and cultural heritage, the applicable provisions of Georgian Law) that renders it reasonable to take or fail to take, as the case may be, such action and, then, only to the extent and for the period of time necessary to remove that threat); (iv) that that, in accordance with the applicable Project Agreements, the State Authorities shall give their full cooperation in connection with Project Activities; (v) that the State Authorities shall not claim or demand title to or possessory rights over the Petroleum Petroleum, the Facilities, or the FacilitiesNonstate Land; (vi) that the State Authorities shall not claim, demand or in any way restrict any rights respecting of the Permanent Rights to Land which are contrary to the grant granted by the State Authorities of the rights with respect to the Permanent Land granted MEP Participants under Section 4.1(iii4.1 (ii), (iii) and (iv); and (vii) that the State Authorities shall make the payment of any and all sums of money which may become due and owing by the State Authorities under or pursuant to any Project Agreement, including compensation payments under Article 10 9 of this Agreement and pursuant to the indemnification provisions of any Project Agreement. 5.3 The guaranties made by the Government in this Article 5: (i) are several, independent, absolute, irrevocable and unconditional and each constitutes an independent covenant and principal obligation of the Government, separately enforceable from all other obligations of the State Authorities under the Project Agreements, without regard to the non-non- performance, invalidity or unenforceability of any of those other obligations; (ii) are enforceable, jointly and severally, against the constituent elements of the State Authorities and, regardless of against whom enforcement is sought, any award or claim for payment in respect thereof shall be submitted to the Ministry of Energy Finance of Georgia and such award or claim for payment (granted, with respect to a claim for payment, such claim is not disputed by the State Authorities) shall be paid to the MEP Participants on or before thirty (30) days after receipt by the Ministry of Energy Finance of Georgia of the related award or claim for payment; and (iii) shall not be modified, impaired or rendered unenforceable by any defense available to the State Authorities under any Project Agreement or otherwise as a result of the occurrence of any event that, but for this Section 5.3(iii), would discharge that guaranty other than by the full performance thereof in accordance with the relevant Project Agreement. 5.4 In furtherance of the commitments and guaranties made by the Government in this Article 5, the Government (i) hereby affirms the obligations set forth herein of the State Authorities and consents to the performance of all obligations of the State Authorities under the Project Agreements and (ii) shall, in a timely fashion, issue, give or cause to be given, in writing, all decrees, enactments, orders, regulations, rules, interpretations, authorisations, approvals and consents necessary or appropriate to evidence further the foregoing affirmation and consent to enable and require the State Authorities to perform in a timely manner all of their obligations as provided by the Project Agreements.

GOVERNMENT GUARANTIES. 5.1 In addition to affirming that the following obligations are primary obligations of the State Authorities, the Government hereby guarantees to each of the MEP Participants the validity and effectiveness of the acknowledgments, representations and warranties made by it on behalf of and committing the State Authorities as set forth in this Agreement, the rights and privileges provided (and to be provided) to any and all Project Participants by the State Authorities under all Project Agreements and the complete and timely satisfaction and performance of all State Authorities’ Authorities obligations under the Project Agreements. 5.2 Without limiting the breadth and scope of the foregoing, the Government hereby commits the State Authorities to perform and guarantees to each of the MEP Participants: (i) that the State Authorities shall not interrupt or impede the freedom of transit of Petroleum in, across and/or from the Territory; (ii) that the State Authorities shall perform and take all actions and make all decisions required of the State Authorities under all Project Agreements; (iii) that the State Authorities shall not act or fail to act in any manner that could hinder or delay any Project Activity or otherwise negatively affect the Project or impair any rights granted under any Project Agreement (including any such action or inaction predicated on security, health, environmental or safety considerations that, directly or indirectly, could interrupt, impede or limit the flow of Petroleum in or through the Facilities, except under circumstances in which continued operation of the Facilities without immediate corrective action creates an imminent, material threat to public security, health, safety or the environment that renders it reasonable to take or fail to take, as the case may be, such action and, then, only to the extent and for the period of time necessary to remove that threat); (iv) that the State Authorities shall give their full cooperation in connection with Project Activities; (v) that the State Authorities shall not claim or demand title to or possessory rights over the Petroleum or the Facilities; (vi) that the State Authorities shall not claim, demand or in any way restrict any rights respecting the Permanent Land which are contrary to the grant by the State Authorities of the rights with respect to the Permanent Land granted under Section 4.1(iii); and (vii) that the State Authorities shall make the payment of any and all sums of money which may become due and owing by the State Authorities under or pursuant to any Project Agreement, including compensation payments under Article 10 of this Agreement and pursuant to the indemnification provisions of any Project Agreement. 5.3 The guaranties made by the Government in this Article 5: (i) are several, independent, absolute, irrevocable and unconditional and each constitutes an independent covenant and principal obligation of the Government, separately enforceable from all other obligations of the State Authorities under the Project Agreements, without regard to the non-non- performance, invalidity or unenforceability of any of those other obligations; (ii) are enforceable, jointly and severally, against the constituent elements of the State Authorities and, regardless of against whom enforcement is sought, any award or claim for payment in respect thereof shall be submitted to the Ministry of Energy and such award or claim for payment (granted, with respect to a claim for payment, such claim is not disputed by the State Authorities) shall be paid to the MEP Participants on or before thirty (30) days after receipt by the Ministry of Energy of the related award or claim for payment; and (iii) shall not be modified, impaired or rendered unenforceable by any defense available to the State Authorities under any Project Agreement or otherwise as a result of the occurrence of any event that, but for this Section 5.3(iii), would discharge that guaranty other than by the full performance thereof in accordance with the relevant Project Agreement. 5.4 In furtherance of the guaranties made by the Government in this Article 5, the Government (i) hereby affirms the obligations set forth herein of the State Authorities and consents to the performance of all obligations of the State Authorities under the Project Agreements and (ii) shall, in a timely fashion, issue, give or cause to be given, in writing, all decrees, enactments, orders, regulations, rules, interpretations, authorisations, approvals and consents necessary or appropriate to evidence further the foregoing affirmation and consent to enable and require the State Authorities to perform in a timely manner all of their obligations as provided by the Project Agreements.