Publication: Magyar Közlöny
Issue: MK-2009-155 (Year: 2009, Number: 155)
Era: 2004-2010
Section: 2009. évi CV. törvény
Paragraph Index: 118

b) enable the Shareholders to own all of the shares of Nabucco International Company and Nabucco International Company to own all of the shares of the Nabucco National Companies. 8.3 The States Parties shall ensure that the Nabucco National Companies benefit from a legal and regulatory regime that allows them to transfer their marketing rights and Transportation capacity to Nabucco International Company under a general Transportation agreement. 8.4 To facilitate capacity management of the Nabucco Project, the States Parties shall endeavour that the Nabucco Companies benefit from a legal and regulatory regime that allows them to carry out harmonised capacity management on the whole length of the Nabucco Project. 8.5 Each State Party agrees to ensure that the Nabucco Companies shall have the legal entitlement conferred on them under the law applicable in its Territory to enter into and fulfil commitments to sell, allocate and reallocate capacity in and sell gas transportation services through the Nabucco Project in the manner described in Article 3 of the Agreement. 8.6 The States Parties shall ensure that where it is intended by the Shareholders and permitted under the law applicable in the relevant State, the local operation and maintenance sub-contractor will be the respective Shareholder in the relevant pipeline section. ARTICLE 9 9.1 The realisation of the Project defined in Article 1.2 may be facilitated by using any uncontracted or free capacity in existing or planned new infrastructure if the Nabucco Committee agrees upon a Substitution Proposalpursuant to the procedure set out in Article 12.3. Any Substitution Proposal shall be limited in time and geography and shall be restrictively interpreted. Nabucco International Company may determine that there exists, or may exist, uncontracted or free capacity in existing or planned new infrastructure from the Initial Entry Points to Baumgarten. Before the date on which the Nabucco Project is put into initial operation, Nabucco International Company may, in agreement with the transmission system operator concerned, notify and then implement a Substitution Proposal of defined duration to the Nabucco Committee referred to in Article 12. The Committee will examine expeditiously all Substitution Proposals with the aim of facilitating the early start and implementation of the first stage of the Nabucco Project. After the third anniversary of the date on which the Nabucco Project is put into initial operation, the Nabucco Committee shall examine expeditiously and decide on any Substitution Proposal. 9.2 The States Parties agree that any terms and conditions, including the Transportation tariff, applicable to uncontracted or free capacity in existing or planned new infrastructure covered by a Substitution Proposal shall be subject to the jurisdiction of the relevant State Party Authority and shall have a fixed term. The State Party Authority must give its assent to any specific regime imposed or specify the general Transportation regime to be applied before the Substitution Proposal in Article 9.1 sub-paragraph 1 is made. ARTICLE 10 10.1 Each State Party shall endeavour to facilitate either the concession, the grant, or the acquisition of Land Rights necessary for the realisation of the Project under fair, transparent, legally enforceable, commercial terms and conditions. 10.2 Each State Party shall cooperate and coordinate with the other States Parties and the Nabucco Companies in the application of relevant technical, safety and environmental standards. ARTICLE 11 11.1 Each State Party shall ensure that the tax treatment of the respective resident Nabucco Company with respect to any part of the Project Activities will be no less favourable than that applicable to other residents, to other domestic entrepreneursor comparablecross-borderNatural Gas pipelineprojectsin the samecircumstancesunder its generally applicable tax legislation and that the tax treatment is otherwise in accordance with any terms specifically agreed in the applicable Project Support Agreement. 11.2 Notwithstanding the provisions of paragraph 1, with respect to any part of the Project Activities, the aggregate amount of net revenue generated by the Nabucco International Company (gross revenues less original costs of the Nabucco International Company) shall be attributed for the purpose of assessing the tax entitlements to the States Parties based on the proportional share of each State Party in the total length of the Nabucco Pipeline System. 11.3 Dividends distributed by the Nabucco National Company established in Turkey to Nabucco International Company shall be exempt from withholding tax. Dividends distributed by the Nabucco International Company to its Shareholder incorporated in Turkey shall be exempt from withholding tax. 11.4 Dividends received by the Nabucco International Company from the Nabucco National Companies shall be exempt from any profit tax, income tax, any personal and corporate tax or any tax which has similar effect of these taxes in Austria. Dividends distributed by the Nabucco International Company to its Shareholder incorporated in Turkey shall be exempt from any profit tax, income tax, any personal and corporate tax or any tax which has similar effect of these taxes in Turkey. ARTICLE 12 12.1 The States Parties shall without delay consult each other in order to provide prompt and effective assistance on the implementation of the Nabucco Project as well as to resolve in good faith any complications, issues, problems, disputes or disruptions within the sense of Article 1.2, that may arise in connection with the Agreement, or to discuss any matter relating to the interpretation and application of the Agreement. To this end, the States Parties hereby establish a Nabucco Committee consisting of one (1) representative from each State Party to oversee compliance with and facilitate the application of the Agreement. The representative shall be fully authorized and empowered by the respective State Party to act on its behalf with regard to any matter properly brought before the Nabucco Committee in respect of the Project. The Federal Republic of Germany, the European Investment Bank, the European Bank for Reconstruction and Development, and the European Commission, as well as Nabucco International Company, may participate in the Nabucco Committee with observer status and may attend any regular meetings of the Nabucco Committee. The Nabucco Committee shall without undue delay adopt its rules of procedure by consensus. 12.2 The States Parties shall co-operate to give effect to the Agreement through regular discussion and exchange of information. This obligation shall extend to the exchange of information necessary for the regulatory tasks in Article 3 to be implemented by each State Party. States Parties shall inform and consult and shall regularly exchange information on the status and development of the Project using the Nabucco Committee. 12.3 The Nabucco Committee may decide by unanimity to implement a Substitution Proposal pursuant to Article 9 above. Variation of a Substitution Proposal once adopted must also be agreed unanimously. 12.4 The Nabucco Committee shall take any decision on a proposal to add a new Initial Entry Point by unanimity. The exact location of the Initial Entry Points at the respective borders is subject to the standard permitting and related authorisation procedures. ARTICLE 13 13.1 The Nabucco Committee shall adopt detailed rules relating to the settlement of disputes. The Nabucco Committee may establish time limits for the ad hoc tribunal procedure described below. Disputes between States Parties relating to the Agreement may be brought before the Nabucco Committee. If an amicable solution to a dispute has not been achieved after a ninety (90) day period after the initial consideration in the Nabucco Committee, then, in the sole discretion of a State Party, and regardless of the status of any consultations pursuant to the Agreement, that State Party may, upon written notice to the other States Parties, submit the matter for final and binding resolution to an ad hoc tribunal under this Article. 13.2 Each State Party shall consult in good faith through the Nabucco Committee with the other States Parties in the event either of any change to the international or European Union legislative framework, or of a proposal to change the national legislative framework, that has an actual effect on the Agreement or the rights and obligations contained therein. In the event that a State Party identifies an incompatibility between the Agreement and another agreement concluded by a State Party, or a legislative change that affects the rights and obligations contained in the Agreement, the States Parties shall use their best endeavours to conclude a satisfactory adjustment to the Agreement. If a satisfactory adjustment to the Agreement cannot be concluded, then for as long as any State Party does not comply with a requirement of the Agreement due to the identified incompatibility or relevant change to the international or European Union legislativeframework,the other States Parties shallbe free under the Agreement to decline to comply with the requirement directly affected by the identified incompatibility or relevant change to the same extent. 13.3 The last sentence of Article 13.2 shall not apply as between States Parties which are Member States of the European Union. 13.4 Notwithstanding the above, during a dispute the States Parties shall continue to co-operate and implement the Agreement until its final resolution. 13.5 An ad hoc tribunal shall be constituted and shall conduct proceedings in accordance with the dispute resolution provisions contained in Article 27(3) of the Energy Charter Treaty 1994, applying those dispute resolution provisions mutatis mutandis to the Agreement. By derogation to the foregoing, no issue that relates to the implementation of the competition and state aid rules of the European Union, in respect of their application on the Territory of the States Parties that are Member States of the EuropeanUnion,may be referred to the adhoctribunalby any State Party. This shallnot preventthe Republicof Turkey to bringanyallegedinfringementofEuropeanUnionlawby aState Party whichisalsoaMemberState ofthe European Union to the attention of the European Commission. Compliance with European Community law shall not constitute a violation of the Agreement. Any term or concept used in the Agreement that is derived from European Community law shall be interpreted in conformity with the case law of the Court of Justice or the Court of First Instance of the European Communities. Where no such case law exists it is understood that any interpretation of a term or concept derived from European Community law shall not prejudice any interpretation of the acquis communautaire by the Court of Justice or the Court of First Instance at a later stage. ARTICLE 14 14.1 The Agreement shall enter into force on the first day of the second month following the date of reception by the depositary through diplomatic channels of the last written notification by States Parties of the completion of the relevant legal procedures necessary for the entry into force of the Agreement. Within 30 days from the entry into force of the Agreement the depositary shall communicate this to the other States Parties and convene the first Nabucco Committee meeting. 14.2 The Agreement may be amended and supplemented upon mutual agreement of all States Parties. All amendments and supplements shall be settled in a separate Protocol which shall form an integral part of the Agreement and which shall enter into force according to the provisions of this Article. 14.3 The Agreement is governed by public international law. ARTICLE 15 15.1 The Agreement shall terminate after fifty (50) years after its entry into force. 15.2 With reference to the application of the Agreement, States Parties shall use the English language. 15.3 The Annex to the Agreement forms an integral part hereto. 15.4 The Agreement shall be signed in five originals in the English Language. The Republic of Turkey shall act as depositary to the Agreement. In witness whereof, the undersigned, being duly authorized thereto, have signed the Agreement Signed on 13 July 2009 in Ankara, Turkey. (Signatures) Annex to the Nabucco Agreement Expanded Principles of Article 3.3 of the Nabucco Agreement 50% reserved capacity for shareholders (expanding the permission set out in Article 3.3 of the Nabucco Agreement) Each State Party shall permit that in its Territory Nabucco International Company will release its capacity on a long-term basis, leaving, however, parts of the capacity also for short-term contracts. Each State Party shall permit that Nabucco International Company will enter into capacity contracts with both (i) Shareholders, their affiliated companies or their assignees; and/or (ii) third party entities. Capacity allocation procedures (expanding the principle set out in Article 3.3.1 of the Nabucco Agreement) General Principles The States Parties shall permit Nabucco International Company to implement and publish mechanisms to allocate capacity both to Shareholders and third parties on a transparent and non discriminatory basis in order to give effect inter alia to the following objectives

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