Common use of Technical Advisory Committee Clause in Contracts

Technical Advisory Committee. The Minister and the Company shall as soon as possible after the date on which this Agreement is signed establish a committee to be known as the Technical Advisory Committee which shall consist of- a chairman and three other persons appointed by the Minister; and four other persons appointed by the Company. The Minister and the Company may, with due regard to the terms of clause 5.1, appoint by notice in writing, whether by telex, telefax or otherwise, any person to act in the place of any member of the Technical Advisory Committee during his absence or incapacity to act as a member of the Committee. When an alternate member acts in the place of any member he/she shall have the powers and perform the duties of such member. Without prejudice to the rights and obligations of the Company in relation to the management of its operations the functions of the Technical Advisory Committee shall be- to oversee and monitor all Petroleum Operations carried out by the Company; to review any proposed exploration work programme and budgets to be submitted by the Company to the Commissioner in terms of clauses 4.8 and 6 and to monitor the implementation of any appraisal programmes submitted by the Company to the Minister in terms of clause 8; to review and recommend to the Commissioner for approval, at any date after the date on which application is made by the Company for a Production Licence in respect of any part of the Licence Area and for as long as Petroleum is produced in such area, any proposed exploration work programme and budgets and any proposed amendment to be submitted to the Commissioner in terms of clauses 4.8 and 6; to review any appraisal programmes submitted by the Company to the Minister in terms of clause 8 and any Development Plan which the Company proposes to submit in connection with an application for a Production Licence in terms of clause 9; to ensure that the accounting of expenditure and the maintenance of operating records and reports kept in connection with the Petroleum Operations are made in accordance with this Agreement and the accounting principles and procedures generally accepted in the international petroleum industry. All meetings of the Technical Advisory Committee shall be held at such places, whether within or, with the prior approval in writing of the Minister, outside Namibia, and at such times, but not less than one meeting during each half of the Calendar Year during the term of the Exploration Licence and thereafter not less than one meeting during each Quarter, as may be determined unanimously by its members. Five members of the Technical Advisory Committee shall form a quorum for a meeting of the Committee. The Minister or the Company shall have the right to call any expert to any meeting of the Technical Advisory Committee to advise the Committee on any matter of a technical nature requiring expert advice. A unanimous vote of all the members of the Technical Advisory Committee present at a meeting thereof on any matter requiring a decision of the Committee as set out in clause 5.4 shall be a decision of the Committee and shall be binding upon the Parties to this Agreement. The committee shall not make any decision which shall unreasonably or negatively impede the Company’s ability to fulfill its obligations under this Agreement. If a decision cannot be taken as contemplated in clause 5.8 in the case of a proposal of the Company in relation to a matter referred to in paragraph (a), (b) or (d) of clause 5.4, the proposal of the Company shall prevail, provided (i) that such proposal is not inconsistent with any term of this Agreement; and (ii) that, in the case of the review of a Development Plan, such proposal contains the particulars contemplated in section 46(2)(e) to (k) of the Petroleum Act; in the case of any dispute in respect of a matter contemplated in paragraph of clause 5.4, such dispute between the Minister and the Company shall be referred, within 90 days as from the date of the meeting on which no decision could have so been taken, to a sole expert appointed in accordance with the terms of clause 29.6.

Technical Advisory Committee. (1) The Minister and the Company shall as soon as possible after shall, within thirty (30) days of the date on which this Agreement is signed Effective Date, establish a committee to be known as the Technical Advisory Committee Committee, which shall consist of- be composed as follows: (a) a chairman Chairperson and three two (2) other persons Members appointed by the Minister; and four other persons and, (b) three (3) Members appointed by the Company. . (2) The Minister and the Company maymay appoint any person to act as an Alternate Member in the place of any appointed Member of the Technical Advisory Committee due to absence or incapacity, by notice in writing and with due regard to the terms of sub-clause 5.1, appoint 9(1). Any such substitution by notice the Company shall be approved in advance by the Minister in writing, whether by telex, telefax or otherwise, any person to act in the place of any member of the Technical Advisory Committee during his absence or incapacity to act as a member of the Committee. When . (3) Where an alternate member Alternate Member properly acts in the place of any member Member, he/she shall have exercise the same powers and perform be subject to the same duties of such member. the Appointed Member. (4) Without prejudice to the rights and obligations of the Company in relation to the management of its operations operations, the functions of the Technical Advisory Committee shall be- include, but not be limited to oversee and monitor the following: (a) review all Petroleum Operations carried out by the Company; to ; (b) review of any proposed exploration work programme and budgets to be submitted by the Company and to propose any modifications to the Commissioner in terms of clauses 4.8 and 6 Company; (c) review any Appraisal Programmes submitted by the Company, to propose any modifications to it for the Company's consideration and to monitor the implementation of any such appraisal programmes submitted by the Company to the Minister in terms of clause 8; to programme; (d) review and recommend to the Commissioner for approval, at any date after the date on which application is made by the Company for a Production Licence in respect of any part of the Licence Area and for as long as Petroleum is produced in such area, any proposed exploration work programme and budgets and any proposed amendment to be submitted to the Commissioner in terms of clauses 4.8 and 6; to review any appraisal programmes submitted by the Company to the Minister in terms of clause 8 and any Development Plan which the Company proposes submits for approval and to submit in connection with an application propose any modifications to it for a Production Licence in terms consideration of clause 9the Minister; (e) review Annual Plans and budgets; to and, (f) ensure that the accounting of expenditure expenditures and the maintenance of operating records and reports kept in connection with the Petroleum Operations are made in accordance with this Agreement and the accounting principles and procedures generally accepted in the international petroleum industry. All . (5) The Technical Advisory Committee shall meet at least twice in every Contract Year during the Exploration Phase and at least four (4) times in every Calendar Year during the Development Phase and all meetings of the Technical Advisory Committee shall be held at such placesin Seychelles, whether within or, with unless the prior approval in writing of the Minister, outside Namibia, and at such times, but not less than one meeting during each half of the Calendar Year during the term of the Exploration Licence and thereafter not less than one meeting during each Quarter, as may be determined unanimously by its members. Five Committee decides otherwise. (6) Three (3) members of the Technical Advisory Committee shall form a quorum for a meeting of the Committee. , of which at least two members shall be Members appointed by the Minister. (7) The Minister or and the Company shall have the right to call any expert to any meeting of the Technical Advisory Committee to advise the Committee on any matter of a technical nature requiring expert advice. A unanimous vote of all the members of the . (8) The Technical Advisory Committee present at a meeting thereof on any matter requiring a decision of may, by unanimous vote, make recommendations to the Committee Government or the Company, as set out in clause 5.4 the case may be. Such recommendations shall be a decision of the Committee given full and shall be binding upon the proper consideration by all Parties to this Agreement. The committee shall not make any decision which shall unreasonably or negatively impede , without limiting the Company’s ability to fulfill its obligations approval power of the Minister under this Agreement. If a decision cannot be taken as contemplated in clause 5.8 in the case of a proposal of the Company in relation to a matter referred to in paragraph (a), (b) or (d) of clause 5.4, the proposal of the Company shall prevail, provided (i) that such proposal is not inconsistent with any term of this Agreement; and (ii) that, in the case of the review of a Development Plan, such proposal contains the particulars contemplated in section 46(2)(e) to (k) of the Petroleum Act; in the case of any dispute in respect of a matter contemplated in paragraph of clause 5.4, such dispute between the Minister and the Company shall be referred, within 90 days as from the date of the meeting on which no decision could have so been taken, to a sole expert appointed in accordance with the terms of clause 29.6.

Technical Advisory Committee. The Minister (1) SNOC and the Company shall as soon as possible after the date on which this Agreement is signed Effective Date establish a committee to be known as the Technical Advisory Committee which shall consist of- of: (a) a chairman and three one (1) other persons person appointed by the MinisterSNOC; and four and (b) two (2) other persons appointed by the Company. The Minister . (2) SNOC and the Company may, with due regard to the terms of clause 5.1subclause (1), appoint by notice in writing, whether by telex, telefax or otherwise, any person to act in the place of any member of the Technical Advisory Committee during his absence or incapacity to act as a member of the Committee. . (3) When an alternate member acts in the place of any member he/she he shall have the powers and perform the duties of such member. . (4) Without prejudice to the rights and obligations of the Company in relation to the management of its operations operations, the functions of the Technical Advisory Committee shall be- be: (a) to oversee and monitor all Petroleum Operations carried out by the Company; ; (b) to review any proposed exploration work programme and budgets to be submitted by the Company to the Commissioner in terms of clauses 4.8 and 6 and to monitor the implementation of any appraisal programmes submitted by the Company to the Minister in terms of clause 8; Clause 7 and to review and recommend to propose any modifications for the Commissioner for approval, at any date after the date on which application is made by the Company for a Production Licence in respect of any part of the Licence Area and for as long as Petroleum is produced in such area, any proposed exploration work programme and budgets and any proposed amendment to be submitted to the Commissioner in terms of clauses 4.8 and 6; Company's consideration; (c) to review any appraisal programmes submitted by the Company to the Minister in terms of clause 8 Clause 9, to propose any modifications to it for the Company's consideration and to monitor the implementation of such appraisal programme; (d) to review any Development Plan which the Company proposes submits for approval by the Minister pursuant to submit in connection with an application Clause 11 and to propose any modifications to it for a Production Licence in terms of clause 9the Minister's consideration; (e) to review Annual Plans; and (f) to ensure that the accounting of expenditure and the maintenance of operating records and reports kept in connection with the Petroleum Operations are made in accordance with this Agreement and the accounting principles and procedures generally accepted in the international petroleum industry. . (5) All meetings of the Technical Advisory Committee shall be held in Seychelles, unless the Committee decides otherwise. The Technical Advisory Committee shall meet at such places, whether within or, with the prior approval least twice in writing of the Minister, outside Namibia, and at such times, but not less than one meeting during each half of the Calendar every Contract Year during the term of Exploration Phase and at least four (4) times in every Contract Year during the Exploration Licence and thereafter not less than one meeting during each Quarter, as may be determined unanimously by its members. Five Development Phase. (6) Three (3) members of the Technical Advisory Committee shall form a quorum for a meeting of the Committee. The Minister or . (7) SNOC and the Company shall have the right to call any expert to any meeting of the Technical Advisory Committee to advise the Committee on any matter of a technical nature requiring expert advice. A unanimous vote of all the members of the . (8) The Technical Advisory Committee present at a meeting thereof on any matter requiring a decision of may, by unanimous vote, make recommendations to the Committee Government and SNOC or the Company, as set out in clause 5.4 the case may be. Such recommendations shall be a decision of the Committee given full and shall be binding upon the Parties proper consideration by all parties to this Agreement. The committee shall not make any decision which shall unreasonably or negatively impede the Company’s ability to fulfill its obligations under this Agreement. If a decision cannot be taken as contemplated in clause 5.8 in the case of a proposal of the Company in relation to a matter referred to in paragraph (a), (b) or (d) of clause 5.4, the proposal of the Company shall prevail, provided (i) that such proposal is not inconsistent with any term of this Agreement; and (ii) that, in the case of the review of a Development Plan, such proposal contains the particulars contemplated in section 46(2)(e) to (k) of the Petroleum Act; in the case of any dispute in respect of a matter contemplated in paragraph of clause 5.4, such dispute between the Minister and the Company shall be referred, within 90 days as from the date of the meeting on which no decision could have so been taken, to a sole expert appointed in accordance with the terms of clause 29.6.