Hi All
I thought you might find this interesting. I went to the website located here:
http://resourcecontracts.org/search?q=&country[]=sn&resource[]=Hydrocarbons
I then found previous Senegal Government Joint Venture Agreements. I found one from 2012 - in French. I then translated that from French to English and searched for the term pre-emption.
I note the following - it might not be the same in our JVA but then again it might be.
ARTICLE 14
ASSIGNMENT AND TRANSFER
14.1. a party (the "part company") may assign or transfer, any part of its percentage of
Participation, to any person (including one of the Parties) whose reputation is well established.
(the "assignee") subject to the following provisions:
14.1.1
No assignment or transfer of a relative to the contract or the present participation
Agreement may be made by any part without the prior approval of the
Minister in accordance with section 29 of the contract.
14.1.2
A party wishing to assign or transfer its Participation percentage notify
to the other Parties indicating the terms and conditions of the offer in good faith
made by an assignee.
14.1.3
Other Parties will have the right of pre-emption which may be exercised on
all the rights offered and in the terms and conditions established by the offer of good
faith of the potential buyer. The decision to use must be communicated to the party
Company within the period of thirty (30) days from the notification. If more than one,
among the other Parties decide to exercise their right of pre-emption, the Parties who
buy will have to acquire the Participation percentage offered for sale
in proportion to their percentage of Participation in the contract on the date of
the offer to sell, or according to any other fixed by mutual agreement between the
Parties who purchase.
14.1.4
If, within the period of thirty (30) days above-mentioned, other Parties fail to notify l
Part company, their desire to exercise their right of pre-emption, or their refusal of
give their consent to the assignment or the proposed transfer, assignment or transfer will be
deemed to have been accepted.
14.1.5
A party refusing to give consent to the assignment or transfer shall provide the
duly reasoned and reasonable justifications within a period of thirty (30) days to
the date of notification, or else she will be obliged to acquire the percentage
participation to be assigned or transferred under conditions identical to those
proposed in the offer of the assignee and accepted by the part company.
14.2
14.1.6
It is understood that a refusal to approve an assignment or transfer of a percentage of
Participation only a fraction of the Commune area will be considered,
on the basis of article 14.1.5 above, as a reasoned and reasonable justification.
14.1.7
Any assignee shall sign an undertaking to respect the provisions of the present
Agreement which it will become a part.
Notwithstanding the provisions of section 14.1 above, a party will have the right to assign or
freely transfer all or part of its percentage of Participation to an affiliate company.
without having to obtain the consent of the other Parties, in the conditions hereinafter defined:
(a)
Each Party shall have the right to assign or transfer all or part freely at any time
his percentage of participation to an affiliate company, provided that the part
Company remains responsible for execution by the assignee of the obligations
of this agreement as if the assignment or transfer had not intervened;
(b)
If the transferee ceases to be an affiliate society of the part company within three years
following the transfer, the transfer will be automatically cancelled and the percentage of
Participation will be returned to the party who made the transfer. The supplying party
residence guarantor, to the other Parties, until the completion of the current period,
the performance by his or her assignees, obligations arising for the or
the so-called assignees of the provisions of this agreement.
14.3 all rights relating to the assignment or transfer of a registration, fees and taxes
Percentage of Participation will be:
(a)
In the case of an assignment or transfer between the Parties, the exclusive obligation of the
Assignee;
(b)
In the case of an assignment or transfer to a third party, the exclusive obligation of the party
Company, unless the company part and the transferee decide otherwise.
14.4 as required, the Parties will sign and will provide all documents and will undertake
together all the formalities and actions necessary to obtain permissions
Government to carry out all assignments and transfers provided for in this agreement.
14.5 no assignment or transfer will free the company part of the obligations in respect of the
This agreement and the contract and incurred before the effective date of such assignment or transfer, and the
Transferee will be responsible for the obligations of the party supplying after this date.
14.6 any assignment or transfer shall become effective between the Parties only with effect from the first day
of the month following the date of receipt by the other Parties of the deed of assignment or transfer, so
that the receipt of the approval of the Minister, provided that all the conditions of the present
Article 14 have been met.
14.7. any party that would transfer all of its interest percentage will remain bound
by the secrecy obligation referred to in Article 15 below.
ARTICLE 19
ARBITRATION
19.1. the Parties will seek to resolve differences amicably through negotiation of
views and disputes that could lead the interpretation or application
provisions of this agreement.
19.2. any dispute arising from this agreement that cannot be settled amicably within a period
three (3) months from the date of notification from one party to the other of the dispute will be
submitted to the International Centre for the settlement of the various associated with investments in
view to its settlement by arbitration pursuant to the convention for the settlement of
Different relating to investments between States and nationals of other States signed the 18
March 1968 and ratified by Senegal under the terms of the Decree 67-517 on 19 May 1967 appeared to the
Official Journal of the Republic of Senegal on June 10, 1967. The Arbitral Tribunal will be
composed of three (3) arbitrators.
19.2.1
The arbitration will be held in Paris (France). The arbitration will be conducted in
French language. The applicable law will be the Senegalese law and the rules and
uses of international law that might be applicable.
19.2.2 the arbitral award, which will be made in french, will be final and irrevocable. She
is imposed on the Parties involved and is immediately enforceable.
19.2.3 the costs of arbitration will be borne equally by the Parties involved.
19.2.4
The Parties undertake to comply with any precautionary measure ordered or
recommended by the tribunal to the majority of referees is in accordance with the
provisions of article 19.2 above.
The introduction of an arbitration action causes any suspension effects in what
the subject matter of the dispute. On the other hand, execution by the Parties of their other
obligations to the term of this agreement will not be suspended during the period
arbitration.
19.3. in the event of a dispute between the Parties, or one or more of them, in which the State would be
concerned and in the case where these would fail to resolve the dispute amicably.
the provisions of the article 32 of the contract's arbitration clause will apply.
(20min delay)