Common use of Surrender and Cancellation Clause in Contracts

Surrender and Cancellation. 29.1 The Concessionaire on giving to MIREM not less than thirty (30) days notice may: (a) if its obligations in respect of any Exploration Period have been fulfilled, at any time thereafter surrender its rights in respect of the entire EPC Area with the consequence that no new obligations will thereafter accrue; and (b) at any time, surrender its rights in respect of any acreage forming part of the EPC Area with the consequence that no new obligations will thereafter accrue in respect of such acreage; provided, however, that: (i) no surrender by the Concessionaire of its rights over any part of the EPC Area shall relieve the Concessionaire of any of its obligations as set out in Article 4; and (ii) any area surrendered shall be continuously delineated by meridians and parallels of latitude expressed in whole minutes of a degree. 29.2 Unless otherwise provided in this article, the Government may, by notice to the Concessionaire, cancel this EPC for the reasons given in the laws or regulations, including in any of the following events: (a) the Concessionaire is in material breach of the terms and conditions of this EPC; (b) the Concessionaire fails to materially comply within a reasonable period of time with any final decision reached as a result of arbitration proceedings conducted pursuant to Article 30.2 or fails within a reasonable period of time to accept as final and binding the decision of a sole expert to whom, pursuant to this EPC, any matter has been referred under Article 30.6; (c) where the Concessionaire is one Person, an order is made or a resolution is passed by a court of competent jurisdiction winding up the affairs of the Concessionaire unless the winding up is for the purpose of amalgamation or reorganisation and the Government has been notified of the amalgamation or reorganisation, or if without the approval of the Government, the majority of the shares in the Concessionaire are acquired by third parties other than an Affiliated Company; or (d) the Concessionaire is more than one Person and all Persons who constitute the Concessionaire are for the purpose of Article 29.3(a) Defaulting Participants. (a) In the event that more than one Person constitutes the Concessionaire, and in respect of any such Person (hereinafter in this article referred to as the “Defaulting Participant”) an event occurs of the kind described in Article 29.2(c) or any such Person (also hereinafter referred to as the “Defaulting Participant”) is in material breach of an obligation under this EPC which as provided in Article 5.2(a) is a several obligation, the Government will not be entitled to cancel this EPC pursuant to Article 29.2 or otherwise, unless all the Persons who constitute the Concessionaire are Defaulting Participants, but may subject to Article 29.4, serve on the Defaulting Participant a notice (hereinafter referred to as an “Assignment Notice”). (b) Where an Assignment Notice has been served on a Defaulting Participant, the Defaulting Participant shall forthwith, unconditionally, without consideration, and free from all encumbrances assign its undivided participating share in this EPC to the other Persons who constitute the Concessionaire (the “Non-Defaulting Participants”) in undivided shares in proportion to the undivided shares in which the Non-Defaulting Participants hold their shares in this EPC, and each of the Non-Defaulting Participants shall be obliged to accept that assignment. A Non-Defaulting Participant accepting such an assignment shall not be responsible for any obligations of the assigning Defaulting Participant to the Government, or any third party which accrued prior to the assignment. 29.4 The Government may cancel this EPC pursuant to Article 29.2 or serve an Assignment Notice under Article 29.3 only if: (a) the Government gives not less than ninety (90) days notice (the “Notice”) to the Concessionaire or, as the case may be, the Defaulting Participant, of an intention to cancel this EPC or to serve an Assignment Notice stating in detail in the Notice the alleged material breach or other grounds for cancellation or service of an Assignment Notice relied upon by the Government; (b) the Concessionaire or the Defaulting Participant is given a period of thirty (30) days from its receipt of the Notice to provide any information it wishes the Government to consider; (c) the Concessionaire or Defaulting Participant is given a period of sixty (60) days from its receipt of the Notice: (i) to cure or remove such material breach or other grounds specified in the Notice for cancellation or service of an Assignment Notice; or (ii) if such material breach or other grounds aforesaid cannot be cured or removed within such sixty (60) day period, to immediately begin efforts to cure or remove the alleged material breach or other grounds aforesaid and to diligently pursue such efforts; or (iii) where it is impossible to cure or remove such material breach or other grounds aforesaid, to pay reasonable compensation to the Government , in respect thereof; and (d) the Concessionaire or the Defaulting Participant either: (i) has failed within the said sixty (60) days to cure or remove such material breach or other grounds aforesaid pursuant to Article 29.4(c)(i); (ii) has failed to diligently pursue efforts to cure or remove such material breach or other grounds aforesaid pursuant to Article 29.4(c)(ii); or (iii) in the event that it is impossible to cure or remove such material breach or other grounds aforesaid, has failed within the said sixty (60) days to pay reasonable compensation; and the Concessionaire or the Defaulting Participant has not commenced arbitration proceedings pursuant to Article 29.5. 29.5 Any dispute between the Parties as to whether : (a) there are grounds under Article 29.2 on which this EPC may be cancelled; (b) there are grounds under Article 29.3 on which an Assignment Notice may be served on any Person; (c) the requirements of Article 29.4(a), (b) and (c) have been satisfied; or (d) the Concessionaire or, as the case may be, the Defaulting Participant has remedied or removed a ground in respect of which this EPC may be cancelled under Article 29.2 or an Assignment Notice served under Article 29.3 or whether full, prompt and effective compensation has been paid in respect of grounds for cancellation or the service of an Assignment Notice which are impossible to remedy or remove shall be referred to arbitration under Article 30. (a) Where notice of a dispute has been given by the Concessionaire in respect of any of the matters specified in Article 29.5, the Government may not pursuant to Article 29.2 cancel this EPC until the matter or matters in dispute have been resolved by an award and in that event only if cancellation is consistent with the award rendered; (b) Where the existence of a material breach of the terms and conditions of this EPC relates to a matter in dispute between the Government and the Concessionaire which has been referred for determination by a sole expert pursuant to Article 30.6, a notice served on the Concessionaire pursuant to Article 29.4 may not rely upon that matter as a reason for the intended cancellation of this EPC until the sole expert has determined the matter and in that event only if to do so would be consistent with the way in which the matter has been so determined.

Surrender and Cancellation. 29.1 The Concessionaire on giving Concessionaires may pursuant to MIREM not less than thirty (30) days notice mayapplicable law: (a) surrender its rights in respect of the entire EPCC Area if its obligations in respect of any Exploration Period sub-period have been fulfilled, at any time thereafter surrender its rights in respect of the entire EPC Area with the consequence that no new obligations will thereafter accrue; and (b) at any time, surrender its their rights in respect of any acreage forming part of the EPC EPCC Area with the consequence that no new obligations will thereafter accrue in respect of such acreage; , provided, however, that: (i) that no surrender by the Concessionaire Concessionaires of its their rights over any part of the EPC EPCC Area shall relieve the Concessionaire of any of its obligations as set out in Article 4; and . The Government may revoke this EPCC observing the following procedures: The Government shall communicate its intention to revoke this EPCC by ninety (ii90) any area surrendered days prior notice. Such notice shall be continuously delineated served on the Concessionaire with recorded delivery, stating in detail the alleged breach relied upon by meridians and parallels the Government. The Concessionaire shall within thirty (30) days from its receipt of latitude expressed in whole minutes such notice as mentioned above remedy whatever default of a degree. 29.2 Unless otherwise the Concessionaire. A declaration of revocation of this EPCC may be issued for reasons provided in applicable law and in this articleEPCC, including the Government mayfollowing: False or inaccurate information deliberately or grossly negligently submitted in relation to any application for this EPCC, by notice to permit , approval of plan, which has been determinant for the granting of the Petroleum right; Deviation of the purpose of the EPCC; Bankruptcy of the Concessionaire, cancel this EPC for the reasons given in the laws ; Substantial or regulations, including in any of the following events: (a) the Concessionaire is in material repeated breach of or non-compliance with applicable law or the terms and conditions of this EPC; (b) the EPCC; A Concessionaire fails to materially comply within a reasonable period of time with any final decision reached as a result of arbitration proceedings conducted pursuant to Article 30.2 administrative court, arbitral or fails within a reasonable period of time to accept as final independent expert decision; Where there is only one Concessionaire in this EPCC, and binding the decision of a sole expert to whom, pursuant to this EPC, any matter has been referred under Article 30.6; (c) where the Concessionaire is one Person, an order is made or a resolution is passed by a court of competent jurisdiction winding up the affairs of the Concessionaire unless the winding up is for the purpose of amalgamation amalgation or reorganisation and the Government has been notified of the amalgamation amalgation or reorganisation, or if without the approval of the Government, Government ,the majority of the shares in the Concessionaire are acquired by third parties other than an Affiliated Company; or Abandonment of the EPCC Area for a period exceeding three hundred and sixty five (d365) the Concessionaire is more than one Person days; and all Persons who constitute the Concessionaire are for the purpose of Article 29.3(a) Defaulting Participants. (a) In the event that more than one Person constitutes the Concessionaire, and in respect of any such Person (hereinafter Other causes set forth in this article referred to as the “Defaulting Participant”) an event occurs of the kind described in Article 29.2(c) or any such Person (also hereinafter referred to as the “Defaulting Participant”) EPCC. The Government may by notice require that a Concessionaire that is in material breach of an obligation under this EPC which as provided in Article 5.2(a) is a several obligation, for above shall assign its Participating Interest to the Government will not be entitled or to cancel this EPC pursuant to Article 29.2 or otherwise, unless all the Persons who constitute the Concessionaire are Defaulting Participants, but may subject to Article 29.4, serve on the Defaulting Participant other Concessionaires holding Participating Interest. Where a notice (hereinafter referred to as an “Assignment Notice”). (b) Where an Assignment Notice of assignment has been served on a Defaulting Participant, the Defaulting Participant Concessionaire that Concessionaire shall forthwith, unconditionally, without consideration, consideration and free from all encumbrances assign its undivided participating share in this EPC Participating Interest to the other Persons who constitute the Concessionaire (the “Non-Defaulting Participants”) in undivided shares Concessionaires in proportion to the undivided shares Participating Interest in which the Non-Defaulting Participants receiving Concessionaires hold their shares in this EPC, and each Participating Interest. Each of the Non-Defaulting Participants shall be receiving Concessionaires is obliged to accept that the assignment. A Non-Defaulting Participant accepting Concessionaire receiving such an assignment shall is not be responsible for any obligations of the assigning Defaulting Participant to the Government, or any third party Concessionaire which accrued prior to the assignment. 29.4 . The Government Minister with authority over the petroleum sector may cancel revoke this EPC pursuant to Article 29.2 or serve an Assignment Notice under Article 29.3 only if: (a) the Government gives not less than ninety (90) days notice (the “Notice”) to EPCC forthwith if the Concessionaire or, as the case may be, the Defaulting Participant, of an intention to cancel this EPC or to serve an Assignment Notice stating in detail in the Notice the alleged material breach or other grounds for cancellation or service of an Assignment Notice relied upon by the Government; (b) the Concessionaire or the Defaulting Participant is given a period of thirty (30) days from its receipt of the Notice to provide any information it wishes the Government to consider; (c) the Concessionaire or Defaulting Participant is given a period of within sixty (60) days from its Concessionaire’s receipt of such notice of breach of law or the Notice: (i) to cure EPCC terms and conditions Has not cured or remove removed such material substantial breach or other grounds as specified in the Notice notice for cancellation revocation; or service of an Assignment Notice; or (ii) if such material breach or other grounds aforesaid canHas not be cured or removed within such sixty (60) day period, to immediately begin efforts to cure or remove paid the alleged material breach or other grounds aforesaid and to diligently pursue such efforts; or (iii) where it is impossible to cure or remove such material breach or other grounds aforesaid, to pay reasonable compensation to damages demanded by the Government , in respect thereof; and (d) the Concessionaire or the Defaulting Participant either: (i) has failed within the said sixty (60) days to cure or remove such material breach or other grounds aforesaid pursuant to Article 29.4(c)(i); (ii) has failed to diligently pursue efforts to cure or remove such material breach or other grounds aforesaid pursuant to Article 29.4(c)(ii); or (iii) in the event that it is impossible to cure notification; or remove such material breach or other grounds aforesaid, has failed within the said sixty (60) days to pay reasonable compensation; and the The Concessionaire or the Defaulting Participant has not commenced court or arbitration proceedings pursuant to Article 29.5. 29.5 26. Any dispute between the Parties as to whether : (a) there are grounds under Article 29.2 on which this EPC may be cancelled; (b) there are grounds under Article 29.3 referred to an independent expert, court or arbitration tribunal on which an Assignment Notice the question of whether the EPCC may be served on any Person; (c) revoked, whether the requirements of this Article 29.4(a), (b) and (c) have been satisfied; or (d) , whether the Concessionaire or, as the case may be, the Defaulting Participant has remedied or removed a ground in respect for revocation or notice of which this EPC may be cancelled under Article 29.2 or an Assignment Notice served under Article 29.3 or whether full, prompt and effective compensation has been paid in respect of grounds for cancellation or the service of an Assignment Notice assignment which are impossible to remedy or remove shall be referred to arbitration under Article 30. (a) remove. Where notice of a dispute has been given by brought before court or arbitration tribunal the Concessionaire in respect of any of the matters specified in Article 29.5, the Government EPCC may not pursuant to Article 29.2 cancel this EPC be revoked until the matter or all matters in dispute have been resolved by an award final, non-appealable order or judgment and in that event only if cancellation revocation is consistent with the award order or judgement rendered; (b) . Where the existence of a material breach of the terms and conditions of this EPC the EPCC relates to a matter in dispute between the Government and the a Concessionaire which has been referred for determination by a sole expert pursuant to Article 30.6the EPCC, a notice served on the Concessionaire pursuant to this Article 29.4 may not rely upon that matter as a reason for the intended cancellation revocation of this EPC the EPCC until the sole expert has determined the matter and in that event only if to do so would be consistent with the way in which the matter has been so determined. Abandonment is deemed to take place whenever the Concessionaire, without justified reasons and for a period of no less than three (3) months, ceases to conduct Petroleum Operations in the EPCC Area. In the event that there is more than one Concessionaire, and there are justified grounds for revocation of the EPCC by Government pursuant to applicable law, the Government may not revoke this EPCC unless the grounds for the revocation apply to all of the Concessionaires. If the grounds for revocation apply to less than all Concessionaires the Government may only revoke the respective Concessionaire´s Participating Interest of that Concessionaire in material breach.