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36.0 Periodic Review
This is my site Written by MMDA Admin on 30 March, 2011 – 12:17 am

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36.1 Modification and Review

This Agreement shall upon written request of a Party, be subject to periodic review once every five (5) years after the Effective Date for the purpose of good faith discussions to consider any proposed modification(s) to this Agreement as may be necessary or desirable in the light of any substantial changes in circumstances that may have occurred during the previous five (5) years, or experience gained in that period. The Parties agree always to be open to discussing any matter which may help maximize the positive development benefits of the Project, or minimize its undesirable impacts. Nothing herein shall preclude a Party from requesting the other Party to initiate discussions regarding any provision herein, provided that this Agreement shall remain in effect during the period during which the parties are conducting such discussions.

Example 1
Section 21:
The parties agree to meet at regular intervals of three years from the date of execution of this agreement or such other period as may be agreed to:
(a) review the performance of all aspects of this agreement;
(b) deal with any issues arising during the performance of this agreement; and
(c) agree on requisite measures to ensure the smooth development and execution of the Project.

Example 2
Article XXXVI: Periodic Review
Section 1 Modification and Review
The Parties hereto agree that the Agreement shall be subject to periodic review once every five (5) years after the Commercial Operation Startup Date for the purpose of good faith discussions to effect such modifications to the Agreement as may be necessary or desirable in the light of any substantial changes in circumstances which may have occurred during the previous five (5) years.
Section 2 Good Faith
It is hereby understood that this clause subjects the Parties to this Agreement to a simple obligation to consider in good faith any proposed modification(s) of the Agreement, subject to Article XXXV, Section 2 [Entire Agreement Modifications]. This Agreement shall remain unaltered and in force during any such period of consideration.

Example 3
Section 30 – Periodic Review.

30.1 Profound Changes in Circumstances. For the purpose of considering Profound Changes in Circumstances from those existing on the Effective Date or on the date of the most recent review of this Agreement pursuant to this Section 30, the Government on the one hand and the Concessionaire and the Operating Company jointly on the other hand, shall at the request of the other consult together. The parties shall meet to review the matter raised as soon after such request as is reasonably convenient for them both. In case Profound Changes in Circumstances are established to have occurred, the parties shall effect such change in or clarification of this Agreement that they in good faith agree is necessary.

30.2 Five Year Review. This Agreement shall be subject to periodic review once every five (5) years after the date of the start of Production for the purpose of good faith discussions to effect such modifications to this Agreement as may be necessary or desirable in the light of any substantial changes in circumstances which may have occurred during the previous five years.

30.3 Other Consultation. In addition to the consultation and review provided by Section 30[…], each party may at any time request a consultation with the other party with respect to any matter affecting the rights and obligations of the parties pursuant to this Agreement or any matter relating to Operations. The parties shall meet to review in good faith the matter raised as soon after such request as is reasonably convenient for them both. Subsequent to such consultation, the parties shall take such action, if any, that is mutually agreed to address the matter.

Example 4
Section 2.2 Review

(a) Not more than 12 months, and not less than 6 months, before the date of expiry of the 5 year period calculated from the commencement date and each successive 5 year period during the framework term (review date) any party may give the other parties notice that it requires a review of this framework ILUA.
(b) If any party gives the other parties a notice under clause 2.2(a) the parties must:

(i) meet as soon as possible, but in any event within 20 business days after the date of that notice; and
(ii) negotiate in good faith with a view to reaching agreement between the parties in relation to any amendments proposed to this framework ILUA by any party.

(c) The parties may agree:

(i) upon the amendments required to this framework ILUA by any party and record the relevant agreement in a written document signed by all of the parties; or
(ii) that no amendments are required to this framework ILUA, and, if the parties do so agree, this framework ILUA continues to apply (where appropriate, as amended in accordance with clause 2.2(c)(i)) to enable an explorer to enter into an accepted exploration contract pursuant to clause 5.1.

(d) If any party has given notice under clause 2.2(a) and no agreement has been made pursuant to clause 2.2(c) by the relevant review date or such later date agreed by the parties, then:

(i) this framework ILUA no longer enables an explorer to enter into an accepted exploration contract pursuant to clause 5.1; and
(ii) the acceptance term ends on that review date or such later date agreed by the parties.

(e) The provisions of clause 2.2(d) do not in any way affect:

(i) the continued application of this framework ILUA after the review date (or such later date as agreed between the parties) and during the remainder of the framework term, other than for purposes of enabling an explorer to enter into an accepted exploration contract pursuant to clause 5.1; and
(ii) any accepted exploration contracts entered into prior to the relevant review date (or such later date as agreed between the parties).

REFER TO MMDA DISCLAIMERS AND MMDA USER’S GUIDE
PRIOR TO ANY USE OF THIS DOCUMENT.

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