Slovakia - United Arab Emirates BIT (2016)
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(d) Financial reporting or keeping records of transfers as may be necessary to assist in the exercise of the law or to assist the Office in the field of financial regulation, or any financial obligations in relation to the investment resulting from the host Member State's national law.

6. The measures referred to in paragraph 5 of this Article shall be in accordance with the International Monetary Fund Agreement , if relevant in this particular case.

Article 9. Denial of Benefits

1. Advantages of this Agreement shall be denied to an investor of a Contracting Party which is an enterprise of that Contracting Party and to that investor's investments where such an undertaking does not engage in significant business activities in the territory of a Contracting Party and a person in or a third country owns or controls an enterprise.

2. The benefits of this agreement will be denied

(a) An investor who structures or acquires its investment through, for example, intermediary entities or who acquires or uses the nationality of a Contracting Party for the sole purpose of benefiting from this Agreement, including the lodging of an action under Part C of this Agreement,

(b) To an investor who owned or controlled an investment at the time when an alleged breach of this Agreement occurred but no longer owns or controls such investment at the time of the lodging of the action under Part C of this Agreement.

3. Advantages of this Agreement shall be denied to an investor of a Contracting Party which is an undertaking of that Contracting Party or a non-profit organization of that Contracting Party engaged in research and development and to that investor's investments if such third-country nationals are owned or controlled by such an investor and the other counterparty does not diplomatic relations with that third party.

4. Without prejudice to paragraphs 1 to 3 of this Article, the renunciation of benefits to host States shall be notified to the home Member State of the investor without undue delay.

Article 10. Tax Measures

1. Except as provided for in this Article, nothing in this Agreement shall impose on the Contracting Party any obligations relating to tax measures.

2. Article 7 of this Agreement applies to all tax measures, but the claimant may bring an action for arbitration under Part C of this Agreement if it claims that the tax measure includes expropriation, such as disproportionate taxation, and only if

(a) The applicant has written to the competent tax authorities of both Contracting Parties in writing whether the tax measure involves expropriation; and

(b) The competent tax authorities of both Contracting Parties do not agree within 180 days of such filing that the tax measure in question is not an expropriation.

3. For the purposes of this Article, "competent tax authorities" shall mean:

(a) For the Slovak Republic, the Ministry of Finance of the Slovak Republic and

(b) For the United Arab Emirates, the United Arab Emirates Ministry of Finance.

4. Nothing in this Agreement may affect the rights and obligations of any Contracting Party under any tax convention between the two Parties or any Convention on Tax Concessions and Customs Duties between the investor and one of the Contracting Parties.

Article 11. Transmission of Rights

If the home Member State or the agency designated by it decides to make a payment under the indemnity, guarantee or insurance contract it has concluded in respect of an investment made by one of its investors in the territory of the host State, then the host State accepts, with its prior consent, that the home State or its agency in all circumstances, the same rights as the investor in relation to the investment. Such rights may be exercised by the home State, its agency or investor if the home State or its agency so allows.

Article 12. Environmental Rights and other Standards

1. The Contracting Parties acknowledge that it is wrong to support investments by mitigating measures relating to public health, safety or the protection of the environment. In order to support the implementation, expansion or management of an investment in their territory, they may not depart from or derogate from such measures or offer to withdraw from such measures; deviate from them.

2. On the basis of the recognition of the right of each Contracting Party to establish its own level of environmental protection and its own principles and priorities for long-term sustainable development and to adopt or amend its environmental legislation, each Party shall ensure that its legislation provides a high the level of environmental protection and is required to continue to improve this legislation.

3. Investors and investments should as far as possible apply national and internationally accepted business governance standards for the sector concerned, in particular as regards transparency and accounting practices.

4. Each Party shall, to the extent practicable, promote the application, in accordance with its national regulations, of the OECD Rules for Multinational Companies insofar as they do not conflict with its national law.

Article 13. Essential Security Interests

Nothing in this Agreement may be construed as meaning that

(a) A Contracting Party is required to provide information or to allow access to any information the disclosure of which would be contrary to its essential security interests;

(b) Prevent a Contracting Party from taking such measures as it considers necessary for the fulfillment of its obligations in respect of maintaining or restoring international peace or security or protecting its own essential security interests.

Article 14. Disclosure and Transparency

1. Contracting Parties shall, to the maximum extent possible, make available to the public any investment agreement or agreement with the investor or investment subject to the treatment of sensitive and confidential information.

2. Each Party shall, as far as possible, disclose or otherwise make available to the public its general application laws as well as international agreements which may affect the investments of investors of the other Contracting Party in the territory of the first Contracting Party.

3. Nothing in this Article requires a Party to provide or allow access to, or access to, any confidential or proprietary information, including information relating in particular to investors or investments the disclosure of which would impede the exercise of the right or was contrary to the Home the protection of confidential information or would harm the legitimate commercial interests of individual investors.

4. This Article shall not be subject to the provisions of Part C of this Agreement.

Part C. Investor-state Dispute Settlement

Article 15. Consultations

1. In the case of an investment dispute, the complainant and the respondent should first attempt to resolve the dispute through consultations and negotiations involving the use of non-binding third party procedures such as conciliation under the ICSID Convention.

2. The parties to the dispute may settle their disputes amicably at any stage of the proceedings under this Part C, including cases where arbitration has already begun.

3. In order to settle a claim arising out of his investment, the investor must notify the host State in writing of his intention to bring an action for arbitration ('the request for consultations') no later than six months before the action is brought.

4. The request for consultation must include

(a) The following information:

i. Name and address of the petitioner,

ii. The designation of the ultimate beneficial owner of the investment in question, and the designation of the person or organization that has provided or agreed to provide any financial or other assistance to the investor in relation to the claimed claim or which has an interest in the outcome of the settlement of the claim,

iii. The provisions of this Agreement which have been allegedly infringed,

iv. The legal and factual basis of the claim, including the indication of the disputed measures; disputed treatment and

v. The requested remedy and the estimated amount of compensation claimed,

(b) Evidence that the claimant is an investor of the home State under Article 1 (3) of this Agreement which has made an investment under Article 1 (2) of this Agreement.

5. The investor shall be obliged to notify the host State of any change in the information referred to in paragraph 4 of this Article at the latest on the date of filing of the application.

6. Unless the parties to the dispute otherwise agree, the venue for consultation shall be

(a) Bratislava if the consultations will concern treatment by the Slovak Republic, respectively. measures taken by the Slovak Republic, or

(b) Abu Dhabi, if the consultations will concern treatment of the United Arab Emirates, measures taken by the United Arab Emirates.

7. The claimant shall not be the subject of a request for consultations and an action for arbitration where the dispute or action relating to the measure on the basis of which the claim has been made under this Agreement has been settled by other means of law or by another international court.

8. Requests for consultations shall be submitted no later than four years after the date of the alleged breach of this Agreement. If the petitioner does not submit a request for consultations within this time limit, the claimant will be deemed to have waived the right to claim the claim and may no longer submit a request for arbitration under Article 17 of this Agreement.

Article 16. Consent of the Parties to Arbitration

1. If the parties to the dispute are unable to reach a friendly settlement within six months under Article 15 of this Agreement, each of the Parties agrees to bring an action for breach of the obligations under Part B of this Agreement in arbitration under this Part C of this Agreement. Failure to comply with these prerequisites set out in Articles 15 and 17 of this Agreement will invalidate this consent.

2. The consent under paragraph 1 of this Article and the filing of an arbitration award under Article 17 of this Agreement shall comply with the terms of Chapter II of the ICSID Convention and the ICSID Additional Rules for the written consent of the Parties to the dispute.

Article 17. Submitting a Claim for Arbitration or a Competent Court

1. Subject to the provisions of this Article and Article 16 of this Agreement, the claimant may bring an action under this Agreement

(a) In the case the host State is the United Arab Emirates, to the appropriate Courts of the United Arab Emirates (to avoid any doubt, if the host country is the Slovak Republic, an investor of the United Arab Emirates or his investment may use other national procedures available courts under its national law), or

(b) Where the host Member State is the Slovak Republic or the United Arab Emirates, the ICSID Convention and the ICSID Procedural Rules for Arbitration in their updated version, provided that both the Home State and the Host State are Parties to the ICSID Convention, or

(c) Where the host State is the Slovak Republic or the United Arab Emirates, to arbitration under the ICSID Additional Rules, provided that either the Home State or the Host State is a Party to the ICSID Convention, or

(d) If the host State is the Slovak Republic or the United Arab Emirates, to arbitration under the UNCITRAL Rules on Arbitration in its up-to-date version, or

(e) If the claimant and the Host State agree with it, any other arbitration institution or any other arbitration rule.

2. An investor may not bring an action under this Part C if the investor violates the laws of the home or host State in relation to the alleged investment or if the investment violates the laws of the Host State. In such a case, the Tribunal will reject this action. Such an infringement must be sufficiently serious in order to deny access to dispute resolution between the investor and the State under this Agreement. For the avoidance of doubt, the following infringements will always be considered to be sufficiently serious or significant to reject the action:

(a) Fraud or

(b) An investment made on the basis of a breach of procedures under the laws of the host State.

3. Without prejudice to Article 9 (9) of this Agreement, the defendant may lodge an additional or supplementary claim or an indemnity arising from an investment.

4. An enterprise that is an investment in a host Member State may not claim a claim on behalf of an investor under this Part C.

5. The claimant may bring an action if all the following conditions are fulfilled at the same time:

(a) The petitioner gives his or her express and written consent to the recovery of his claim in arbitration under this Article,

(b) The applicant has submitted a request for consultations under Article 15 of this Agreement,

(c) The petitioner and the investment of the claimant have taken back any ongoing proceedings or any ongoing arbitration proceedings in which the claimant's or the investment of the claimant exercised a claim in respect of the measure underlying the exercise of the claim under this Agreement; and

(d) The petitioner and the investment of the applicant have waived the right to initiate any further proceedings or any arbitration proceedings relating to the investment in respect of the measure underlying the exercise of the claim under this Agreement.

Points (c) and (d) of this paragraph shall not apply to orders, declarations or remedies of non-pecuniary nature, provided that the action is brought solely for the purpose of protecting the rights and interests of the claimant or undertaking during the arbitration proceedings.

6. Proceedings for arbitration must be submitted within 15 months of submission of the request for consultations. If the claimant fails to submit such an action within that time limit, the claimant will be deemed to have waived the right to claim the claim and may no longer bring an action for arbitration under this Article. This time limit may be extended by mutual agreement between the applicant and the relevant Contracting Party.

7. If, after filing an action for arbitration under this Article, the investor does not take further action in the course of six consecutive months and unless the parties agree otherwise, the investor shall be deemed to have withdrawn his action and to stay the proceedings. Consequently, the investor's claim is not deemed to have been filed under this Part C, and the jurisdiction of any tribunal to deal with this action has ceased to exist.

8. Arbitration proceedings shall be governed by appropriate arbitration rules such as the ICSID Convention or the UNCITRAL Rules on Arbitration, with the exception and scope of modifications under this Part C, supplemented by any rules adopted by the Parties.

9. All claims made by the claimant in bringing his action for arbitration under this Article must be inferred from the measures set out in his request for consultations under Article 15 of this Agreement.

10. The claimant shall be required, together with an action, to furnish proof that the conditions under paragraph 5 of this Article have been met.

11. Any notifications and other documents under this Part C shall be delivered to the Party to the place designated for the respective Contracting Party below:

(a) In the case of the Slovak Republic to the Ministry of Finance of the Slovak Republic,

(b) In the case of the United Arab Emirates, the United Arab Emirates Ministry of Finance.

Article 18. Applicable Law

1. The Tribunal established pursuant to this Part shall decide on matters relating to this dispute in accordance with:

(a) By this Agreement; and

(b) The relevant rules of international law.

2. The tribunal shall have no jurisdiction to rule on the legality of a measure alleged to constitute an infringement of this Agreement under the domestic law of the Disputing Contracting Party. In the interests of greater certainty in deciding whether a measure is compatible with this Agreement, the tribunal shall take due account of the national law of the Disputing Contracting Party only as a matter of fact. In doing so, the tribunal is obliged to proceed according to the prevailing interpretation of the domestic law given by the courts or authorities of that Contracting Party and any significance of the national law used by the tribunal is not binding on the courts or authorities of that Contracting Party.

3. The joint interpretation of the Contracting Parties, which they shall interpret by diplomatic means by interpreting any provision of this Agreement, shall be binding on the Tribunal and any decision or judgment given by the Tribunal shall be in accordance with this Interpretation.

Article 19. Selection of Arbitrators

1. Where an action is brought under paragraph 1 (b), (c), (d) and (e) of Article 17 of this Agreement, the tribunal shall be established as soon as possible after the action has been brought.

2. Where an action is brought under paragraph 1 (b) and (c) of Article 17 of this Agreement, the tribunal shall be governed by the ICSID Convention.

3. Unless otherwise agreed by the parties to the dispute, the tribunal shall be composed of three arbitrators. One arbitrator shall designate the claimant, the second arbitrator shall designate the host State and the third arbitrator to be the presiding arbitrator shall be a third-country national established by agreement between the complainant and the host State.

4. The claimant shall be required, together with an action, to provide the name of the arbitrator appointed by the claimant.

5. The ICSID Secretary-General shall serve as the appointing authority for arbitration under this Part C.

6. If the tribunal is not constituted within 90 days of the date of filing of the arbitration proceedings under this Part C, the appointing authority shall at the request of the claimant or the host State appoint the missing arbitrator or arbitrators at the discretion of the arbitrator. The Claimant and the Host State do not lose the right to appoint arbitrators under paragraph 3 of this Article unless the Designating Authority so does.

7. The arbitrators of the provisions of this Part C must have professional qualifications or experience in the field of public international law, in particular international investment law. It is desirable for them to have professional qualifications or experience in the area of ​​dispute settlement resulting from international investment treaties.

8. The arbitrators and their legal secretaries shall be independent of the applicant, the host State or the government of either Contracting Party, shall not be bound by them nor receive instructions from them concerning investment matters. They may not receive instructions from any organization, government, or party to the dispute in relation to matters concerning the dispute. They may not participate in the assessment of any disputes that would constitute a direct or indirect conflict of interest. In addition, they may not act as legal adviser or expert or witness appointed by any of the parties in any ongoing or new dispute concerning the protection of investments under this or any other agreement or under the domestic law of either Contracting Party.

Article 20. Place of Arbitration

The parties to the dispute may agree on the place of any arbitration proceedings under the relevant arbitration rules under paragraph 1 (b), (c), (d) and (e) of Article 17 . If the parties to the dispute can not agree, the tribunal shall determine the place to be in the territory of the State party to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958, provided both Contracting Parties are Parties to this Convention.

Article 21. Preliminary Objections

1. Any objection that a dispute or any subsidiary claim is not within the jurisdiction or jurisdiction of the Tribunal shall be taken as soon as possible. The party to the dispute has the obligation to lodge an objection with the Tribunal before the expiry of the time limit set for the counterclaim, or if the allegation concerns a counterpart claim, unless the facts on which the opposition is based were unknown to the party to the dispute at that time.

2. The Tribunal may, at any stage of the proceedings, on its own initiative, consider whether a dispute or any subsidiary claim which it has decided is within its jurisdiction and within its own jurisdiction.

3. After formally lodging an objection to the dispute, the tribunal shall decide to stay the proceedings on the merits of the dispute. The chairman of the tribunal, after consultation with its other members, shall set a time limit within which the parties to the dispute may lodge statements of objection.

4. If the parties to the dispute have not agreed on a further abridged procedure for making the preliminary objections, the participant may, within 30 days of the establishment of the tribunal and in any case before the first session of the tribunal, object that the action is manifestly lacking in law. The party to the dispute should specify the grounds for his objection as precisely as possible. The Tribunal, after giving the parties to the dispute the opportunity to present their observations on the objection at its first meeting, or immediately after it, will notify the parties to the dispute of its decision on the objection. The decision of the tribunal shall not affect the right of a party to the dispute to object under paragraph 1 of this Article or to object during proceedings that the action lacks the legal basis.

5. In order to rule out any doubt, the Tribunal shall dismiss the action brought by the claimant in the event that the host State objects pursuant to this Article if,

(a) The petitioner, in his application, raised an objection to a host State measure that had not yet been approved,

(b) The complainant raised an objection to the legislative procedure of the Host State measure,

(c) The petitioner's application concerns a measure which gave rise to the exercise of a claim under this Agreement that has already been resolved by other legal remedies; or

(d) The petitioner did not fulfill the condition pursuant to paragraph 5 (c) and (d) of Article 17 .

6. If the tribunal decides that the dispute is not within its jurisdiction or within its own jurisdiction or that all actions are manifestly lacking in law, it shall issue a judgment on that basis and dismiss the action.

Article 22. Awards

1. A judgment given by a tribunal shall be binding only between the parties to the dispute in relation to that particular case.

2. The judgment handed down by the Tribunal shall be published on the basis of the mutual agreement of both parties to the dispute. The UNCITRAL Rules on Transparency in Settlement of Disputes between Investor and State under the Contract shall be applied in the case of a judgment pronounced in a host State of the Slovak Republic.

3. Where an action is brought under paragraph 1 (b) and (c) of Article 17 of this Agreement shall be any judgment given under Articles 48 to 55 of the ICSID Convention.

4. Any verdict on the award of damages must be determined in accordance with internationally recognized valuation principles, taking into account all other necessary aspects, such as a fair balance between the public interest and the interests of the persons concerned, the purpose of the measure in question, the history of its procurement, the amount of capital invested, continuous business as a healthy business entity, profit forecasts and parties, taking into account any action by an investor that does not seek to mitigate the damage.

5. The Tribunal shall not be entitled to rule on any criminal or non-pecuniary damage.

6. If the Tribunal issues a final judgment against the defendant or the claimant with respect to defense, counterproposal, right to compensation or other similar claim under Part C of this Agreement, the Tribunal may decide alone or in combination only on

(a) Monetary compensation or, where possible, the return of assets; and

(b) The payment of any costs of arbitration and the costs of legal representation in accordance with this Agreement and the relevant rules of arbitration.

7. In the case of a judgment concerning expropriation or nationalization, any delay in payment of the compensation shall be subject to interest pursuant to paragraph 5 of Article 7 of this Agreement.

8. The Tribunal orders that the costs of the arbitration proceedings be borne by the unsuccessful party to the dispute. In exceptional circumstances, the tribunal may divide the costs between the parties to the dispute if it decides that the allocation is appropriate to the circumstances of the case. Other reasonable expenses, including attorney's fees and assistance are to be borne by the unsuccessful party to the dispute, unless the Tribunal decides that such a division is unreasonable in the circumstances of the action. In cases where the lawsuit was successful only in part, costs should be adjusted proportionately.

9. The Court may order the payment of a security to cover the cost, if it considers that there is reasonable doubt that the applicant will not be able to satisfy a judgment on the costs, or if it considers it necessary for other reasons.

Article 23. Enforcement of Awards

1. In the light of any relevant review procedures, each of the parties to the dispute shall be bound to comply with the judgment of the Tribunal and to act promptly in accordance with it. The party to the dispute may request enforcement of the judgment handed down by the arbitral tribunal within the meaning of the ICSID Convention or the New York Convention.

2. The claimant or the host State may not plead the enforcement of the final judgment if:

(a) In the case of a final judgment given under the ICSID Convention

i. 120 days have elapsed since the date of the judgment, and none of the parties to the dispute has requested a review or annulment of the judgment; or

ii. Revision or cancellation proceedings have not been completed and

(b) In the case of a final judgment handed down under the Additional relevant ICSID Rules, the UNCITRAL Rules of Arbitration or other rules agreed between the claimant and the Host State

i. 90 days have passed since the date of delivery of the judgment and none of the parties to the dispute has commenced proceedings for review, annulment or annulment of the decision; or

ii. The court has not appealed or allowed an application for revision, annulment or annulment of the decision, and there is no further remedy.

3. A judgment issued under the ICSID Convention or the Additional relevant ICSID rules shall be subject to the relevant provisions of the ICSID Convention. A judgment given under the UNCITRAL Rules on Arbitration shall be subject to the relevant provisions of the UNCITRAL Rules of Arbitration.

4. Enforcement of the judgment shall be governed by the law governing the enforcement of judgments in the State in which such enforcement is sought.

5. The late payment interest provided for in the judgment shall not apply for the duration of the proceedings for the annulment of the judgment.

Article 24. Transparency Rules

1. The UNCITRAL Rules on Transparency in Settlement of Disputes between Investor and State under the Agreement shall apply to all international arbitration proceedings initiated against the Slovak Republic under this Agreement. The United Arab Emirates, however, reserve the right not to apply the UNCITRAL Rules on Transparency in Settlement of Disputes Between the Investor and the State under a Contract on any International Arbitral Proceedings Appealed against the United Arab Emirates under this Agreement.

2. Nothing in this Agreement or in the relevant Rules of Arbitration shall prevent the exchange of information concerning the dispute between the European Union and the Slovak Republic and vice versa.

Part D. Settlement of Disputes between the Parties

Article 25. Settlement of Disputes between the Parties

1. Any dispute between the Contracting Parties concerning the interpretation or implementation of this Agreement which is not resolved by consultation or otherwise diplomatically within 180 days shall, at the request of either Contracting Party, be submitted to arbitration which shall give rise to a binding decision or tribunal judgment in accordance with with the relevant rules of international law. Unless the parties agree otherwise, the tribunal shall establish its own procedural rules.

2. Unless the parties agree otherwise, the tribunal shall be composed of three arbitrators, each Contracting Party designating one arbitrator and the third, who shall be the Chief Judge, shall be appointed by agreement of the Contracting Parties. If the tribunal is not constituted within 75 days of the date of filing a request for arbitration under this section, then each of the Contracting Parties may request its appointment as President of the International Court of Justice. If the President of the International Court of Justice is a national of one of the Contracting Parties or if other obstacles arise for which he will not be able to perform the said function, then the Vice-President will be asked to appoint the members of the Tribunal. If it happens that the Vice-President is a national of either Contracting Party or if there are other obstacles for which he will not be able to perform the said function, then the Member of the International Court of Justice next in seniority, who is not a national of either Contracting Party following shall be called upon to appoint the members of the tribunal.

3. The costs incurred by the arbitrator and the other costs of the proceedings shall be borne by the parties in an equal manner. However, the General Court may, at its discretion, order that one of the Contracting Parties is to pay a higher proportion of the costs.

Part E. Final Provisions

Article 26. Entry Into Force, Duration and Termination

1. This Agreement shall be subject to approval in accordance with the procedures required by the laws of both Contracting Parties and shall enter into force on the 90th day following the date of the latest notification by the Contracting Party confirming the ratification of this Agreement.

2. This Agreement shall remain in force for a period of ten years. It shall remain in force until twelve months after the date on which either Contracting Party gives notice to the other Contracting Party.

3. In respect of investments made prior to the date of termination of this Agreement, the provisions of Articles 1 to 25 shall remain in force for a period of five years from the date of its termination, unless otherwise agreed by the Parties.

4. The Contracting Parties may consider the implementation of future developments in the investment protection policy of any of the Contracting Parties, including the Multilateral Investment Court, provided that both Contracting Parties are signatories to the Convention establishing such a court.

Conclusion

IN WITNESS WHEREOF, the undersigned, being duly authorized thereto, have signed this Agreement.