This is supported by provisions of the SPA. Section 24.1, entitled "Mutual Representations," states that UFACEX, as well as EGPC, represented and warranted that "(f) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions (including decisions regarding the suitability of this Agreement) based upon its own judgement and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other Party," "(g) it understands the terms, conditions, and risks of this Agreement and is capable of assuming and willing to assume (financially and otherwise) those risks and "(h) it is acting as principal, and not as agent, fiduciary, or any other capacity." Section 25.9 would seem to describe the universe of persons/entities bound by the terms of the SPA: " This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns"49
Natural Gas Sale and Purchase Agreement, 1 Aug. 2000 (emphasis added) [C-0002].
As noted above, the EGPC Board’s 20 July 2000 decision to approve the memorandum on the SPA noted that a further meeting was to be held with UFACEX "in order to increase the maximum price ceilings."50 In fact, the day after the meeting of the Council of Ministers, on 26 July 2000, EGPC had such a meeting with UFACEX and the parties agreed to raise the maximum prices from $1.00/MMBTU to $1.25/MMBTU.51 However, as Claimant states, "the executed version of the SPA contains a handwritten note from EGPC Chairman Mohammed Tawila that ‘[t]he price [of gas] is subject to final approval by the Egyptian Governmental authorities,’"52
Memorandum number 56, Agenda of the XIIIth Meeting of the Board of Directors of the Egyptian General Petroleum Commission, 20 July 2000 (emphasis added) [C-0359].
Letter from S. Fahmy (Minister of Petroleum) to H.E. Dr. Atef Ebeid (Prime Minister), 27 July 2000 [C-0461].
Cl. Mem. Merits, Paragraph 127. See also, Natural Gas Sale and Purchase Agreement, 1 Aug. 2000, signature page [C-0002].
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