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(a) The State shall cause its appropriate agencies to review the Documents as promptly as reasonably possible after receipt and to provide comments thereon to the Company of any failure to conform to Applicable Law or to the terms of this Agreement. The Company shall correct any failures to conform to Applicable Law or to the terms of this Agreement, or shall submit the matter for resolution pursuant to Section 32.2. If the State does not provide comments of any failure of the Documents to conform to Applicable Law or to the terms of this Agreement within [ninety (90)/one hundred eighty (180)] Days after receipt of the Documents, the Documents shall be deemed to have satisfied the requirements of this Agreement, provided that the foregoing shall not relieve the Company of its obligation to comply with Applicable Law.
(b) The State may provide Notice to the Company requesting such revisions of the Environmental Assessment, Environmental Management Plan, Social Impact Assessment and Action Plan, and Closure Plan as are reasonable to contribute to the efficient development of locally required infrastructure and to assist other national and local needs, provided that such requested revisions shall relate to the Project and shall be utilized by the Company in the Project Area, and provided further that such requested revisions shall not materially impact the economic returns of the Company:

(i) If the State provides Notice of such requested revisions within [ninety (90)/one hundred eighty (180)] Days after receipt of the Documents, the Company and the State shall meet within [thirty (30)] Days of the State’s written notification to the Company as to any requested revisions so that the Parties may negotiate revisions to any of the Documents. The Parties shall establish a time frame within which to revise the Document, which time frame shall not exceed [ninety (90)] Days of the State’s Notice to the Company as to the requested revisions. If the Parties are unable to reach agreement within [forty-five (45)] Days of the State’s written notification to the Company as to the requested revisions, the matter may be referred by either Party for resolution pursuant to Section 32.0.
(ii) If the State does not provide Notice of such requested revisions within [ninety (90)] Days after receipt of the Documents, the Documents shall be deemed to have satisfied the requirements of this Agreement.

Example 1
Approval of the Feasibility Study and Grant of Mining License.

a. The Minister may (i) reasonably request additional information with respect to any aspect of the Feasibility Study, and (ii) reasonably recommend changes in any component of the Feasibility Study to the extent the Minister deems the changes necessary to satisfy applicable requirements of this Agreement.
b. The Minister may not unreasonably withhold approval of the Feasibility Study if:

i) the Feasibility Study complies with the provisions of the Mining Law and the terms of this Agreement,
ii) a Competent Person reasonably selected jointly by the Government and Concessionaire has concluded that the basic design and material and operating specifications, the capital expenditure plan and construction schedule included in the Feasibility Study and the Concessionaire’s plans are sufficient if implemented as contemplated by the Feasibility Study to support the efficient and economic Operations, processing and marketing of the Minerals proposed to be Mined from such Proposed Production Area,
iii) the EIA and the EMP have received the approval of the EPA,
iv) the proposed SIA and RAP satisfy the requirements of Section 5.4,
v) the proposed STDP satisfies the requirements of Section 5.5,
vi) the capital expenditure plan shows that the debt/equity ratio of the investment taking into account initial working capital at commencement should not exceed x:x, and
vii) the Feasibility Study and proposed plan are financially viable.

c. The Minister shall be deemed to have approved the Feasibility Study unless the Minister has notified the Concessionaire in writing of the reasons for disapproval not later than 120 days after the Ministry receives from the Concessionaire a Feasibility Study and related materials substantially complying with the requirements of this Agreement. Following any such disapproval and the resubmission by the Concessionaire of an amended, modified or supplemented application or Feasibility Study, the Minister shall be deemed to have approved the Feasibility Study unless within 60 days of such amendment, modification or supplement the Minister has notified the Concessionaire in writing of the reasons for disapproval.
d. Upon the approval of the Feasibility Study, the Minister must grant the Concessionaire a Mining License covering the Proposed Production Area that was the subject of the license application filed under [law], in which case the Proposed Production Area shall become an approved Production Area. Notwithstanding the preceding sentence, a Proposed Production Area may not include land the use of which for Mining operations would violate Section [x] of the Mining Law.

Example 2
Government shall, within ninety (90) days of receipt of an application by Company in accordance with Clause 0, grant its consent to the Project in accordance with the proposals submitted if:

2.1.8 Company’s environmental plan conforms to specifications and practices established by generally acceptable national standards for the management of the environment as it is affected by mining operations;
2.1.9 taking account of the size and nature of the proposed mining operations, Company’s proposals for the employment and training of Country’s citizens meet the criteria of Schedule 4;
2.1.10 neither Company nor [other company] is in material and substantial breach of any conditions of any of their respective Large Scale Mining Licences or of any provision of the Act or regulations made thereunder or of this Agreement;
2.1.11 the Project would, if approved, entail production of a further [x] tonnes of Product (in excess of the budgeted production, not taking into account the implementation of the Project) over the duration of the proposed extended life of mine for the Ore Body; and
2.1.12 Company’s application does not include any conditions the approval of which by Government is a precondition to Company’s application and willingness to implement the Project (as described in Clause 2.1.7).
Government shall not reject an application without affording Company full opportunity to consult with it and, should Company so desire, to submit new or revised proposals either generally or in respect of any particular matter. If, in the event of its application being rejected, Company considers that the criteria set out in Clause 0 are satisfied, it may within two (2) months after receipt of the rejection notice elect to refer the matter to a Sole Expert (or Tribunal) for his (or its) determination pursuant to Clauses 20 or 21 respectively.
[dispute resolution procedure…]

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