AIPN这个机构成立以来，为国际油气实务标准化合同做了很多有意义的事情，其发布的标准合同，在国际能源业界有非常大的影响力。
最近，AIPN董事会又通过了ASPA的标准合同，为国际油气资产收购提供了可资借鉴的操作范本。在这个标准合同中，最为创新的一点是对于MAE／MAC（重大不利变化）条款的规定。除了在MAE/MAC中可以放入定量之外，AIPN还引入了专家裁定的机制，对MAC是否发生，是否能够补救进行判定；并对MAC发生争议时，和Long Stop date之间的关系进行了约定。
虽然这个机制能否为行业所广泛接受仍待观察，但是校长认为大家还是可以看看AIPN在最新的ASPA模板中的相关规定的。
３.５ [Material Adverse Event
３.５.1 Notwithstanding any other provision hereof, if at any time prior to Completion, Buyer considers that a Material Adverse Event has occurred, it shall promptly Notify Seller including sufficient detail as to the nature of the alleged Material Adverse Event(the ”MAE Notice”).
３.５.2 Within [five (5)] Business Days following receipt of the MAE NoticeSeller shall Notify Buyer either that:
(a) it agrees that a Material Adverse Event has occurred; or
(b) it disagrees that the event alleged to be a Material Adverse Event in fact amounts to a Material Adverse Event.
３.５.3 If, pursuant to Article 3.5.2(a), Seller agrees that a Material Adverse Event has occurred, andeither:
(a) despite the Parties using their[best][reasonable] endeavors to remedy the Material Adverse Event, such Material Adverse Event has not been remedied within [ninety (90)] Days following the date ofSeller’s response to the MAE Notice in accordance with Article 3.5.2 (the“MAE Time Limit”); or
(b) the Parties determine that such Material Adverse Event is not capable of being remedied within the MAE TimeLimit,
Buyer may terminate this Agreement immediately without penalty bydelivery of Notice to Seller.
３.５.4 If (a) pursuant to Article 3.5.2(b), Seller Notifies Buyer that it disagrees that a Material Adverse Event has occurred, or (b) the Parties disagree that the Material Adverse Event is capable of being remedied within MAE Time Limit and if either Party Notifies the other Party of the same(a Notice given under sub-clause (a) or (b) of this Section 3.5.4 being a ”MAE Dispute Notice”):
(i) then Seller and Buyer shall, within[five (5)] Business Days after the date of the MAE Dispute Notice, meet and use their good faith, [best][reasonable] endeavors to resolve the dispute; and
(ii) if Seller and Buyer fail to resolve the dispute within [fifteen(15)] Business Days of the date of the MAE Dispute Notice, then either Party may [refer the dispute to an Expertin accordance with Article 12, and such Expert shall determine][issue a Notice of Dispute in order to resolve] whetheror not, as applicable, (A) the alleged event does in fact amount to a Material Adverse Event, or (B) the Material Adverse Event is capable of being remedied within the MAE Time Limit.
３.５.5 To allow the Parties time to remedy a Material Adverse Event, if a MAE Notice is issued by Buyer in accordance with Article 3.5.1, then theLongstop Date shall be extended until a date that is [●] days after the first to occur of (a) the last day of the MAE Time Limit, or (b) if the Material Adverse Event is remedied prior to the lastday of the MAE Time Limit or the Parties determine [(or the Expert determines)][(or it is resolved pursuantto Article 14)] either that such MaterialAdverse Event is not capable of being remedied before the last day of the MAE Time Limit, the date of such remedy or determination; provided, however, thatif the first to occur of the dates determined pursuant to Article3.5.5(a) or (b) falls prior to the original Long stop Date, then such Long stop Date will not be amended.
３.５.6 If, after the procedure set outin Article 3.5.4 (and Article 12, as applicable) has taken place, the Parties determine [(or the Expert determines)][(or it is resolved pursuantto Article 14)] that a Material Adverse Event has taken place and is not capable of being remedied within the MAE Time Limit, then Buyer may terminate this Agreement immediately without penalty bydelivery of Notice to Seller.
３.５.7 The procedure set out inArticles 3.5.4 - 3.5.6(inclusive) (and Article 12, asapplicable) shall only apply if a MAE Dispute Notice has been served. If Buyer serves an MAE Notice and no MAE Dispute Notice is subsequently served then Buyer shall have the right to terminate in accordance with Article 3.5.3.]
关于MAE的定义，大家可以看看AIPN在最新的ASPA中是如何进行定义的，很明显的，”OPTIONAL:[or the ability ofthe Party claiming such Material Adverse Eventto consummate the transactions contemplated by this Agreement];“ 条款在最近新冠疫情期间，为买方想主张发生MAC走人提供了不少的炮药和子弹。
[Material Adverse Event means any change, effect, event, result,occurrence, condition or fact (for the purposes of this definition, each, an “event”)(whether foreseeable or not and whether covered by insurance or not) occurring during the Interim Period that has had or would be reasonably likely to have,individually or in the aggregate with any other event or events, a material and adverse effect on the ownership, development, operation or financial conditionof the Purchase Interest, taken individually or as a whole, as operated as ofthe Signature Date OPTIONAL:[or the ability ofthe Party claiming such Material Adverse Eventto consummate the transactions contemplated by this Agreement];
provided, however,that Material Adverse Event shall not include such material adverse eventsresulting from:
OPTIONAL PROVISIONS,CHOOSE ONE OR MORE APPLICABLE PROVISIONS
(a) entering into this Agreement orthe announcement of the transactions contemplated by this Agreement;
(b) changes in general market,economic, financial or political conditions (including changes in commodityprices (including Hydrocarbons), fuel supply or transportation markets,interest rates, financing costs or currency exchange rates);
(c) changes in conditions ordevelopments generally applicable to the international or national oil and gasindustry, including changes in oil gas or condensate prices;
(d) acts of God, including hurricanes,storms or other naturally occurring events;
(e) civil unrest, any outbreak ofdisease or hostilities, terrorist activities, sabotage, vandalism, or war(declared or undeclared) or any similar disorder;
(f) matters that are cured or nolonger exist by the earlier of the Closing Date and the termination of thisAgreement;
(g) changes in Laws (includingtaxes) [except wherethe changes have a disproportionate adverse effect on the Purchase Interest];
(h) any reclassification orrecalculation of reserves in the ordinary course of business;
(i) any actions or inactions takenby the Party claiming such Material Adverse Event;
(j) natural declines in wellperformance;
(k) changes in the prospectiveresource or actual reserve potential of the [area of interest or the host country in general] that results from any oil and gas operations, where such operations shall include drilling, seismicacquisition, processing, or interpretation of geoscientific or other technicaldata;
(l) industry-wide or hostcountry-wide strikes, work stoppages, slowdowns or similar acts of laborunrest; or
(m) imposition by the UnitedNations or another relevant Government of any sanction, retribution, or otherpenalty.]
校长作为AIPN董事会成员唯一的中国籍董事，准备明天（周一）和大家交流一下这个ASPA的模板合同的用法和主要要点，有兴趣的朋友一起来玩耍。
今晚八点，法商学院公益免费直播，欢迎参加。
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