Common use of Rights and Duties of Operator Clause in Contracts

Rights and Duties of Operator. (a) Subject to the terms and conditions of the JVOA and this Agreement, Paltar shall have all of the rights, functions and duties of Operator under this Agreement and will have exclusive charge of and shall conduct all Operations on the Nation Blocks under the overall direction of the Operating Committee. Paltar may employ independent contractors and agents, including Related Bodies Corporate of Paltar, in such Operations. (b) Paltar warrants and represents to Nation that the JVOA and Paltar’s Participating Interest under the JVOA are in good standing and are not subject to any breach, default or other circumstance that will or may result in the JVOA terminating or Paltar’s Participating Interest under the JVOA being surrendered, transferred or assigned or becoming subject to any Encumbrance. Paltar shall: (i) perform all actions necessary to comply with the requirements imposed upon it by the JVOA; (ii) take all steps as are necessary or appropriate under the JVOA in order to: (A) maintain its position as operator under the JVOA and use its positon as operator under the JVOA to achieve the objectives of this Agreement; (B) implement the decisions of the Operating Committee, including by making all decisions and casting all votes under the JVOA consistently with the decisions of the Operating Committee; and (C) without limiting clause 5.1(d), and subject to applicable Government requirements, ensure that all Work Programs and Budgets, including the Initial Work Program, and any of Paltar’s Sole Risk Exploration (as those terms are defined in the JVOA) consist of work to be performed on or for the benefit of the Nation Blocks, (iii) not grant, create or allow the grant or creation of any Encumbrance over Paltar’s Participating Interest as defined in the JVOA without the prior written consent of Nation; (iv) not sell, transfer, assign or otherwise dispose of or part with possession of Paltar’s Participating Interest under the JVOA without the prior written consent of Nation; (v) immediately notify Nation of any act, event, circumstance, correspondence, notice or other information (in any form and from whatever source) that may cause, or is relevant to, Paltar’s Participating Interest under the JVOA becoming the subject of an Encumbrance or being surrendered, transferred, assigned or disposed of; and (vi) take all steps as are necessary or appropriate to ensure that the application for, grant and transfer of a Production Licence to Nation occurs as soon as practicable following a decision by Nation under clause 6.1(b). (c) In the conduct of Operations, Paltar shall: (i) perform Operations in accordance with the provisions of the Permit, the Laws, this Agreement and the decisions of the Operating Committee; (ii) conduct all Operations in a diligent, safe and efficient manner in accordance with good and prudent oil field practices and field conservation principles generally followed by the international petroleum industry under similar circumstances; (iii) prepare and submit to the Operating Committee the proposed Work Programs and Budgets as provided in clause 5; (iv) acquire all permits, consents, approvals, surface or other rights that may be required for the conduct of Operations; (v) permit Nation’s representatives to have at all reasonable times and at their own risk and expense reasonable access to the Operations with the right to observe all such Operations; (vi) pay to the Government within the periods and in the manner prescribed by the Laws, all periodic payments, taxes, fees and other amounts pertaining to Operations, but excluding any taxes measured by the incomes of the Parties; (vii) carry out the obligations of Paltar pursuant to the Permit, including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the Petroleum Act; (viii) have, in accordance with the decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under Operations; (ix) act as the Parties’ representative in respect of Native Title Rights and aboriginal heritage issues, negotiate and enter into agreements with the parties to Native Title Claims, and in all other respects deal with issues of this kind as and when they arise, including the recognition of Native Title Rights and the settlement of Native Title Claims; (x) in case of an emergency (including a significant fire, explosion, Petroleum release, or sabotage; incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Paltar personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, notify Nation of the details of such emergency and any measures it has taken or plans to take in response; and (xi) do all other acts and things that are reasonably necessary or desirable to fulfil its functions or are incident to the above powers and duties.

Rights and Duties of Operator. (a) Subject to the terms and conditions of the JVOA and this Agreement, Paltar shall have all of the rights, functions and duties of Operator under this Agreement and will have exclusive charge of and shall conduct all Operations on the Nation Paltar Blocks under the overall direction of the Operating Committee. Paltar may employ independent contractors and agents, including Related Bodies Corporate of PaltarCorporate, in such Operations. (b) Paltar warrants and represents to Nation that the JVOA and Paltar’s Participating Interest under the JVOA are in good standing and are not subject to any breach, default or other circumstance that will or may result in the JVOA terminating or Paltar’s Participating Interest under the JVOA being surrendered, transferred or assigned or becoming subject to any Encumbrance. Paltar shall: (i) perform all actions necessary to comply with the requirements imposed upon it by the JVOA; (ii) take all steps as are necessary or appropriate under the JVOA in order to: (A) maintain its position as operator Operator under the JVOA and use its positon as operator Operator under the JVOA to achieve the objectives of this Agreement; (B) implement the decisions of the Operating Committee, including by making all decisions and casting all votes under the JVOA consistently with the decisions of the Operating Committee; and (C) without limiting clause 5.1(d), and subject to applicable Government requirements, ensure that all Work Programs and Budgets, including the Initial Work Program, and any of Paltar’s Sole Risk Exploration (as those terms are defined in the JVOA) consist of work to be performed on or for the benefit of the Nation Paltar Blocks,, 4 (iii) not grant, create or allow the grant or creation of any Encumbrance over Paltar’s Participating Interest as defined in the JVOA without the prior written consent of Nation; (iv) not sell, transfer, assign or otherwise dispose of or part with possession of Paltar’s Participating Interest under the JVOA without the prior written consent of Nation; (v) immediately notify Nation of any act, event, circumstance, correspondence, notice or other information (in any form and from whatever source) that may cause, or is relevant to, Paltar’s Participating Interest under the JVOA becoming the subject of an Encumbrance or being surrendered, transferred, assigned or disposed of; and (vi) take all steps as are necessary or appropriate to ensure that the application for, grant and transfer of a Production Licence to Nation occurs as soon as practicable following a decision by Nation under clause 6.1(b). (c) In the conduct of Operations, Paltar shall: (i) perform Operations in accordance with the provisions of the Permit, the Laws, this Agreement and the decisions of the Operating Committee; (ii) conduct all Operations in a diligent, safe and efficient manner in accordance with good and prudent oil field practices and field conservation principles generally followed by the international petroleum industry under similar circumstances; (iii) prepare and submit to the Operating Committee the proposed Work Programs and Budgets as provided in clause 5; (iv) acquire all permits, consents, approvals, surface or other rights that may be required for the conduct of Operations; (v) permit Nation’s representatives to have at all reasonable times and at their own risk and expense reasonable access to the Operations with the right to observe all such Operations; (vi) pay to the Government within the periods and in the manner prescribed by the Laws, all periodic payments, taxes, fees and other amounts pertaining to Operations, but excluding any taxes measured by the incomes of the Parties; (vii) carry out the obligations of Paltar pursuant to the Permit, including, but not limited to, preparing and furnishing such reports, records and information as may be required pursuant to the Petroleum Act; (viii) have, in accordance with the decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under Operations; (ix) act as the Parties’ representative in respect of Native Title Rights and aboriginal heritage issues, negotiate and enter into agreements with the parties to Native Title Claims, and in all other respects deal with issues of this kind as and when they arise, including the recognition of Native Title Rights and the settlement of Native Title Claims; (x) in case of an emergency (including a significant fire, explosion, Petroleum petroleum release, or sabotage; incident involving loss of life, serious injury to an employee, contractor, or third party, or serious property damage; strikes and riots; or evacuations of Paltar personnel): (i) take all necessary and proper measures for the protection of life, health, the environment and property; and (ii) as soon as reasonably practicable, notify Nation of the details of such emergency and any measures it has taken or plans to take in response; and (xi) do all other acts and things that are reasonably necessary or desirable to fulfil its functions or are incident incidental to the above powers and duties.