land lease agreement (lla) for 100-150 mw power project at ... - BPDB

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Land Lease Agreement(c)Consideration of the Dispute by an Expert shall be initiated by the Party who is seekingconsideration of the Dispute by the Expert submitting to both the Expert and the otherParty written materials setting forth:(i)(ii)(iii)a description of the Dispute;a statement of the Party’s position; andcopies of records supporting the Party’s position.(d)Within ten (10) Days of the date that a Party has submitted the materials described inSection 9.3(c), the other Party may submit to the Expert:(i)(ii)(iii)a description of the Dispute;a statement of the Party’s position; andcopies of any records supporting the Party’s position.(e)(f)(g)(h)(i)The Expert shall consider any such information submitted by the responding Party withinthe period provided in Section 9.3(d) and, in the Expert’s discretion, may consider anyadditional information submitted by either Party at a later date.The Parties shall not be entitled to apply for discovery of documents, but shall be entitledto have access to the other Party’s relevant records and to receive copies of the recordssubmitted by the other Party.Each Party shall designate one person knowledgeable about the issues in Dispute whoshall be available to the Expert to answer questions and provide any additionalinformation requested by the Expert. Except for such person, a Party shall not berequired to, but may, provide oral statements or presentations to the Expert or make anyparticular individuals available to the Expert.Except as provided in Section 9.3(j) with respect to the payment of costs, theproceedings shall be without prejudice to any Party and any evidence given orstatements made in the course of this process may not be used against a Party in anyother proceedings. The process shall not be regarded as an arbitration and the lawsrelating to commercial arbitration shall not apply. Except as expressly provided otherwisein this Lease Agreement or unless the Parties agree in writing signed by both Parties atthe time the Expert is selected stating that the decision of the Expert will be binding (inwhich case the determination of the Expert shall be binding), the determination of theExpert shall not be binding.When consideration of the Dispute by an Expert is initiated, the Expert shall be requestedto provide a recommendation within fifteen (15) Days after the ten (10) Day responseperiod provided in Section 9.3(d) above has run. If the Expert’s recommendation is givenwithin such fifteen (15) Day period, or if the Expert’s recommendation is given at a latertime and neither Party has at such time initiated any other proceeding concerning theDispute, except for such Disputes where the Expert’s determination is final and bindingon the Parties, the Parties shall review and discuss the recommendation with each otherin good faith for a period of ten (10) Days following delivery of the recommendationbefore proceeding with any other actions.27
Land Lease Agreement(j)(k)If a Party does not accept the recommendation of the Expert with respect to the Dispute,except for such Disputes where the Expert’s determination is final and binding on theParties, it may initiate arbitration proceedings in accordance with Section 9.4; provided,that prior to initiating the arbitration proceedings it shall have paid all costs of the Expert(including the reimbursement of any costs paid to the Expert by the other Party) and allout-of-pocket costs of the other Party. Similarly if the Expert has not submitted itsrecommendation within the time period provided in Section 9.3(i), a Party may initiatearbitration proceedings in accordance with Section 9.4; provided, that prior to initiatingthe arbitration proceedings it shall have paid all costs of the Expert (including thereimbursement of any costs paid to the Expert by the other Party). Notwithstanding theforegoing provisions of this Section 9.3(j), the Parties shall be bound by the decision ofthe Expert pending resolution of the Dispute by arbitration and shall not be excused fromperformance or be entitled to additional time for performance by reason of the Expert’sdecision and any discrepancy in respect thereof or the instigation of such arbitration.Except as provided in Section 9.3(j), the costs of engaging an Expert shall be borneequally by the Parties, and each Party shall bear its own costs in preparing materials for,and making presentations to, the Expert.9.4 Arbitration(a)(b)The Parties agree that any Dispute that has not been resolved following the proceduresdescribed in Section 9.2 and 9.3 shall (subject only to the provisions of Section 9.4(b)) befinally settled by means of arbitration, which, except as provided in Section 9.4(b), shallbe in accordance with the Rules of Procedure for Arbitration Proceedings, hereinafterreferred to as the “ICSID Rules”, from time to time, of the International Centre for theSettlement of Investment Disputes hereinafter referred to as the “Centre” establishedpursuant to the Convention on the Settlement of Investment Disputes between Statesand Nationals of other States 1965 hereinafter referred to as the “Convention”, and,except as provided in Section 9.4(b), the Parties accordingly irrevocably andunconditionally agree to submit themselves and any such Dispute to the jurisdiction of theCentre. For the purposes specified in Articles 25(1) and 25(2)(b) of the Convention withrespect to the jurisdiction of the Centre pursuant to the Convention, the Parties agree that(a) any such Dispute is a legal dispute arising directly out of an investment between aContracting State and a national of another Contracting State and (b) the Company isand shall at all times remain a national of another Contracting State by reason of foreigncontrol unless and until (by reason only of the voluntary sale or transfer of any part of theOrdinary Share Capital by Foreign Investors) the amount of the Ordinary Share Capitalheld by Foreign Investors amounts in aggregate to less than fifty-one (51%) of theOrdinary Share Capital of the Company. Where there is a reduction in the amount ofOrdinary Share Capital other than by reason of such voluntary sale or transfer, suchreduction shall not be included in the determination of the percentage ownership ofOrdinary Share Capital by Foreign Investors.In the event that (i) any request for arbitration made in pursuance of Section 9.4(a) andArticle 6 of the Convention is not registered by the Secretary-General under Article 36(3)of the Convention or (ii) the Centre or the arbitral tribunal fails or refuses to assume or toexercise jurisdiction or to continue to exercise jurisdiction with respect to any Disputereferred to it or (iii) for any other reason the Dispute cannot be finally determined byarbitral proceedings pursuant to the ICSID Rules, then any such Dispute shall bedetermined by means of arbitration in accordance with the Rules of Arbitration of theInternational Chamber of Commerce (the “ICC Rules”); provided, that, notwithstandingthe foregoing, any arbitration to be conducted in Dhaka, Bangladesh pursuant to thisSection 9.4 shall be carried out under the provisions of Bangladesh Arbitration Act of2001, (Act I of 2001).28
Page 4: Land Lease AgreementTHIS LAND LEASE
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Page 13 and 14: Land Lease Agreement3.5 Take-Over(a
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Page 21 and 22: Land Lease AgreementSECTION 6: ASSI
Page 23 and 24: Land Lease AgreementSECTION 7: TERM
Page 25 and 26: Land Lease Agreement(c)Termination
Page 27 and 28: Land Lease Agreement(ii)During such
Page 29: Land Lease AgreementSECTION 9: RESO
Page 33 and 34: Land Lease Agreement(h)(i)Until suc
Page 35 and 36: Land Lease AgreementSECTION 10: MIS
Page 37 and 38: Land Lease AgreementIN WITNESS WHER
Page 39 and 40: Land Lease AgreementSCHEDULE II: RE
Page 41 and 42: Land Lease Agreement(iii)Radius of

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