Common use of Operating Company Clause in Contracts

Operating Company. 19.1 Subject only to any requirement under Turkish Law that any Operating Company register to conduct business within the Territory, the MEP Participants shall have the right to establish, own and control one or more Operating Companies, and/or appoint or select one or more Operating Companies, that have been organised in any jurisdiction, whether inside or outside the Territory. The MEP Participants shall have the right to appoint jointly any Operating Company (i) to enforce on behalf of the MEP Participants any or all obligations of the State Authorities under any Project Agreement and (ii) to exercise on behalf of the MEP Participants any or all rights of the MEP Participants arising under any Project Agreement. To the extent authorised by the MEP Participants, any and all Operating Companies may act as the MEP Participants’ agent or independent contractor, as the MEP Participants may indicate, in respect of any and all Project Activities. 19.2 The MEP Participants and any Contractor (including any Operating Company) are hereby authorised to select and determine the number of employees to be hired by it or them in connection with Project Activities. All citizens of the State hired in respect of the Project shall be hired pursuant to written employment contracts that specify the hours of work required of the employees and the compensation and benefits to be paid or furnished to them and other material terms of employment. Consistent with their respective employment contracts, such employees may be located wherever deemed appropriate in connection with their employment. Subject to requirement that no Project Participant shall be required to follow any employment practices or standards that (i) exceed those international labor standards or practices which are customary in international Petroleum transportation projects or (ii) are contrary to the goal of promoting an efficient and motivated workforce, all employment programmes and practices applicable to citizens of the State working on the Project in the Territory, including hours of work, leave, remuneration, fringe benefits and occupational health and safety standards, shall not be less beneficial than is provided by the Turkish labor legislation generally applicable to its citizenry.

Operating Company. 19.1 18.1 Subject only to any requirement under Turkish Azerbaijan Law that any Operating Company register to conduct business within the Territory, the MEP Participants shall have the right to establish, own and control one or more Operating Companies, and/or appoint or select one or more Operating Companies, that have been organised in any jurisdiction, whether inside or outside the Territory. The MEP Participants shall have the right to appoint jointly any Operating Company (i) to enforce on behalf of the MEP Participants any or all obligations of the State Authorities under any Project Agreement and (ii) to exercise on behalf of the MEP Participants any or all rights of the MEP Participants arising under any Project Agreement. To the extent authorised by the MEP Participants, any and all Operating Companies may act as the MEP Participants’ agent or independent contractor, as the MEP Participants may indicate, in respect of any and all Project Activities. 19.2 18.2 The MEP Participants and any Contractor (including any Operating Company) are hereby authorised to select and determine the number of employees to be hired by it or them in connection with Project Activities. All citizens of the State hired in respect of the Project shall be hired pursuant to written employment contracts that specify the hours of work required of the employees and the compensation and benefits to be paid or furnished to them and other material terms of employment. Consistent with their respective employment contracts, such employees may be located wherever deemed appropriate in connection with their employment. Subject to requirement that no Project Participant shall be required to follow any employment practices or standards that (i) exceed those international labor standards or practices which are customary in international Petroleum transportation projects or (ii) are contrary to the goal of promoting an efficient and motivated workforce, all employment programmes and practices applicable to citizens of the State working on the Project in the Territory, including hours of work, leave, remuneration, fringe benefits and occupational health and safety standards, shall not be less beneficial than is provided by the Turkish Azerbaijan labor legislation generally applicable to its citizenry.

Operating Company. 19.1 18.1 Subject only to any requirement under Turkish Georgian Law that any Operating Company register to conduct business within the Territory, and taking into account the applicable principles of facilitation and coordination set forth in Section 2.3 hereof, the MEP Participants shall have the right to establish, own and control one or more Operating Companies, and/or appoint or select one or more Operating Companies, that have been organised in any jurisdiction, whether inside or outside the TerritoryTerritory (provided that such organisation in a jurisdiction outside the Territory does not pose a threat to national security, defense and/or public safety). The MEP Participants shall have the right to appoint jointly any Operating Company (i) to enforce on behalf of the MEP Participants any or all obligations of the State Authorities under any Project Agreement and (ii) to exercise on behalf of the MEP Participants any or all rights of the MEP Participants arising under any Project Agreement. To the extent authorised by the MEP Participants, any and all Operating Companies may act as the MEP Participants’ Participants agent or independent contractor, as the MEP Participants may indicate, in respect of any and all Project Activities. 19.2 18.2 The MEP Participants and any Contractor (including any Operating Company) are hereby authorised to select and determine the number of employees to be hired by it or them in connection with Project Activities. All citizens of the State hired in respect of the Project shall be hired pursuant to written employment contracts that specify the hours of work required of the employees and the compensation and benefits to be paid or furnished to them and other material terms of employment. Consistent with their respective employment contracts, such employees may be located wherever deemed appropriate in connection with their employment. Subject to requirement that no Project Participant shall be required to follow any employment practices or standards that (i) exceed those international labor standards or practices which are customary in international Petroleum transportation projects or (ii) are contrary to the goal of promoting an efficient and motivated workforce, all employment programmes and practices applicable to citizens of the State working on the Project in the Territory, including hours of work, leave, remuneration, fringe benefits and occupational health and safety standards, shall not be less beneficial than is provided by the Turkish Georgian labor legislation generally applicable to its citizenry. 18.3 In respect of their procurement of services, equipment, materials, machinery and tools, vehicles, spare parts, goods and supplies necessary for the proper conduct and achievement of Project Activities, the MEP Participants and any Contractor (including any Operating Company) shall give preference to Georgian suppliers in those cases in which such Georgian suppliers are in all material respects competitive in price, quality and availability with those available from other sources. For purposes of this Section 18.3, a Georgian supplier shall mean any production, economic or other Entity (including a State Entity) which has validly represented and warranted to the procuring Project Participant before it tenders to supply any of the above-referenced services or items that (i) it is registered, incorporated and legally operating in the Territory and (ii) not less than twenty percent (20%) of the control of such supplier is held, directly or indirectly, by citizens of the State. 18.4 In respect of the operation of the Facilities, no later than two (2) years prior to the planned commencement of commercial operation of the Facilities the Government shall have the right to notify the MEP Participants in writing of the authorisation and appointment of a State Authority (the Georgian Operations Entity ) with appropriate qualifications and relevant experience and capabilities to participate in or with the business organisation or venture to be formed or designated to serve as operator of the Facilities. Subject always to the requirement that each successor State Authority have appropriate qualifications and relevant experience and capabilities to assume and perform its obligations in respect of Facilities operations, the Government shall have the right to authorise and appoint another State Authority to replace the preexisting State Authority as the Georgian Operations Entity. The manner and degree of participation by the Georgian Operations Entity respecting Facilities operations shall be determined by mutual agreement of the Georgian Operations Entity, the MEP Participants and their Lenders and Insurers, and any other relevant parties involved in the organisation or venture. It is the intent of the Parties that the Georgian Operations Entity will initially have the right to a substantial, but not controlling, level of such participation. Facilities operations shall be governed by an operating agreement to be agreed with the MEP Participants as soon as practicable following the Government s appointment of the Georgian Operations Entity and the formation or designation of said organisation or venture. The operating agreement shall contain those terms and conditions typically found in agreements for the operation of international Petroleum pipelines of similar size and complexity, modified as mutually agreed with the MEP Participants to address the particular circumstances of the Project.

Operating Company. 19.1 Subject only to any requirement under Turkish Law that any Operating Company register to conduct business within the Territory, the MEP Participants shall have the right to establish, own and control one or more Operating Companies, and/or appoint or select one or more Operating Companies, that have been organised in any jurisdiction, whether inside or outside the Territory. The MEP Participants shall have the right to appoint jointly any Operating Company (i) to enforce on behalf of the MEP Participants any or all obligations of the State Authorities under any Project Agreement and (ii) to exercise on behalf of the MEP Participants any or all rights of the MEP Participants arising under any Project Agreement. To the extent authorised by the MEP Participants, any and all Operating Companies may act as the MEP Participants’ Participants agent or independent contractor, as the MEP Participants may indicate, in respect of any and all Project Activities. 19.2 The MEP Participants and any Contractor (including any Operating Company) are hereby authorised to select and determine the number of employees to be hired by it or them in connection with Project Activities. All citizens of the State hired in respect of the Project shall be hired pursuant to written employment contracts that specify the hours of work required of the employees and the compensation and benefits to be paid or furnished to them and other material terms of employment. Consistent with their respective employment contracts, such employees may be located wherever deemed appropriate in connection with their employment. Subject to requirement that no Project Participant shall be required to follow any employment practices or standards that (i) exceed those international labor standards or practices which are customary in international Petroleum transportation projects or (ii) are contrary to the goal of promoting an efficient and motivated workforce, all employment programmes and practices applicable to citizens of the State working on the Project in the Territory, including hours of work, leave, remuneration, fringe benefits and occupational health and safety standards, shall not be less beneficial than is provided by the Turkish labor legislation generally applicable to its citizenry.