Common use of Contracts with Third Parties Clause in Contracts

Contracts with Third Parties. (a) Unless otherwise decided by the Management Committee, all contracts or other arrangements with Third Parties entered into by the Manager for Corrs Xxxxxxxx Westgarth the purposes of or in the course of Operations will be entered into by the Manager as agent for the Participants with the result that: (i) wherever possible, using the Manager’s reasonable endeavours, the Participants will be severally liable under such contracts and arrangements as principals in proportion to their respective Interests, and not jointly or jointly and severally liable; and (ii) in the event of any breach or default on the part of the Third Party under such contracts and arrangements, proceedings may be brought against such Third Party to recover each Participant’s loss. (b) Where, despite the Manager’s reasonable endeavours under clause 6.10(a)(i), the Participants are or become jointly or jointly and severally liable under a contract or other arrangement with a Third Party, the Participants agree that as between themselves, all liabilities under or in respect of any such contract will be borne by the Participants in proportion to their respective Interests, notwithstanding the terms of the contract. (c) The Manager must not enter into any contract, where: (i) it does not have sufficient approval to commit to the Operating Costs or Capital Cost in accordance with clauses 8.8 or 8.9; (ii) the expected expenditure would be worth greater than $2,500,000 (annualised if applicable) unless the contract has first been submitted to the Management Committee and approved by an Ordinary Resolution; or (iii) there is a multi-year expenditure commitment (whether by reason of minimum expenditure, take or pay, termination fees or inability to terminate the contract without a claim for damages) of at least $7,000,000 (annualised), unless the contract has first been submitted to the Management Committee and approved by a Supermajority Decision. (d) The Manager must not enter into any contract requiring a Special Majority Decision unless the contract has first been submitted to the Management Committee and approved by Special Majority Decision. (e) The Manager must, upon a request by any Participant, disclose to the Participants details and, if requested, copies of all contracts or other arrangements with third parties entered into by the Manager for the purposes of or in the course of Operations.

Contracts with Third Parties. (a) Unless otherwise decided by the Management Committee, all contracts or other arrangements with Third Parties entered into by the Manager for Corrs Xxxxxxxx Westgarth the purposes of or in the course of Joint Venture Operations will be entered into by the Manager as agent for the Participants Participants, with the result that: (i) wherever possible, using the Manager’s reasonable endeavours, the Participants will be severally liable under such contracts and arrangements as principals in proportion to their respective Joint Venture Interests, and not jointly or jointly and severally liable; and (ii) in the event of any breach or default on the part of the a Third Party under such contracts and arrangements, proceedings may be brought against such Third Party to recover each Participant’s 's loss. (b) Where, despite the Manager’s reasonable endeavours under clause 6.10(a)(i5.9(a)(i), the Participants are or become jointly or jointly and severally liable under a contract or other arrangement with a Third Party, the Participants agree that as between themselves, all liabilities under or in respect of any such contract (Contract Liability) will be borne by the Participants in proportion to their respective Joint Venture Interests, notwithstanding the terms of the contract. (c) In respect of clause 5.9(b): (i) if a Participant (Discharging Participant) or any person on behalf of a Participant pays, performs or discharges a Contract Liability of another Participant, then that Participant must reimburse or compensate the Discharging Participant within 5 Business Days after it receives evidence of that payment, performance or discharge; and (ii) each Participant (Indemnifying Participant) indemnifies each of the other Participants (Other Participants) for and against all Contract Liability suffered or incurred by the Other Participants: (A) arising from or in connection with the Other Participants taking any reasonable action to avoid, resist or defend themselves against any Contract Liability of the Indemnifying Participant; and (B) arising from or in connection with the Indemnifying Participant failing to comply with this clause 5.9(c). (d) The Manager must not enter into any contract, contract where: (i) it does not have sufficient approval to commit to the Operating Costs or Capital Cost in accordance with clauses 8.8 7.7 or 8.97.8; (ii) the expected expenditure would be worth greater than $2,500,000 1,000,000 (annualised if applicable) unless the contract has first been submitted to the Management Committee and approved by an Ordinary Resolution; or (iii) there is a multi-year expenditure commitment (whether by reason of minimum expenditure, take or pay, termination fees or inability to terminate the contract without a claim for damages) of at least $7,000,000 1,000,000 (annualised), unless the contract has first been submitted to the Management Committee and approved by a Supermajority DecisionSpecial Resolution. (de) The Manager must not enter into any contract requiring a Special Majority Decision Resolution unless the contract has first been submitted to the Management Committee and approved by a Special Majority DecisionResolution. (ef) The Manager must, upon a request by any Participant, disclose to the Participants details and, if requested, copies of all contracts or other arrangements with third parties Third Parties entered into by the Manager for the purposes of or in the course of Joint Venture Operations.

Contracts with Third Parties. (a) Unless otherwise decided by the Management Committee, all contracts or other arrangements with Third Parties entered into by the Manager for Corrs Xxxxxxxx Westgarth the purposes of or in the course of Joint Venture Operations will be entered into by the Manager as agent for the Participants Participants, with the result that: (i) wherever possible, using the Manager’s reasonable endeavours, the Participants will be severally liable under such contracts and arrangements as principals in proportion to their respective Joint Venture Interests, and not jointly or jointly and severally liable; and (ii) in the event of any breach or default on the part of the a Third Party under such contracts and arrangements, proceedings may be brought against such Third Party to recover each Participant’s 's loss. (b) Where, despite the Manager’s reasonable endeavours under clause 6.10(a)(i5.9(a)(i), the Participants are or become jointly or jointly and severally liable under a contract or other arrangement with a Third Party, the Participants agree that as between themselves, all liabilities under or in respect of any such contract (Contract Liability) will be borne by the Participants in proportion to their respective Joint Venture Interests, notwithstanding the terms of the contract. (c) The In respect of clause 5.9(b): (i) if a Participant (Discharging Participant) or any person on behalf of a Participant pays, performs or discharges a Contract Liability of another Participant, then that Participant must reimburse or compensate the Discharging Participant within 5 Business Days after it receives evidence of that payment, performance or discharge; and (ii) each Participant (Indemnifying Participant) indemnifies each of the other Participants (Other Participants) for and against all Contract Liability suffered or incurred by the Other Participants: (A) arising from or in connection with the Other Participants taking any reasonable action to avoid, resist or defend themselves against any Contract Liability of the Indemnifying Participant; and (B) arising from or in connection with the Indemnifying Participant failing to comply with this clause 5.9(c). (d) Subject to clause 5.9(e), the Manager must not enter into any contract, contract where: (i) it does not have sufficient approval to commit to the Operating Costs or Capital Cost in accordance with clauses 8.8 7.7 or 8.9;7.8; Xxxxxxx + Xxxxx page | 20 (ii) the contract has not been approved in the Business Plan and the expected expenditure would be be: (A) worth greater than $2,500,000 1,000,000 (annualised if applicable) but not greater than $20,000,000, unless the contract has first been submitted to the Management Committee and approved by an Ordinary Resolution; or (B) worth greater than $20,000,000 (annualised if applicable), unless the contract has first been submitted to the Management Committee and approved by a Special Resolution; (iii) the contract has been approved in the Business Plan but the expected expenditure: (A) would be worth greater than $5,000,000 (annualised if applicable) but not greater than $20,000,000, unless the contract has first been submitted to the Management Committee and approved by an Ordinary Resolution; or (B) would be worth greater than $20,000,000 (annualised if applicable), unless the contract has first been submitted to the Management Committee and approved by a Special Resolution; (iv) the contract has not been approved in the Business Plan and there is a multi-year expenditure commitment (whether by reason of minimum expenditure, take or pay, termination fees or inability to terminate the contract without a claim for damages) of at least $7,000,000 1,000,000 (annualised), unless the contract has first been submitted to the Management Committee and approved by a Supermajority Decision.Special Resolution; or (dv) The Manager must not enter into any the contract requiring has been approved in the Business Plan but there is a Special Majority Decision multi-year expenditure commitment (whether by reason of minimum expenditure, take or pay, termination fees or inability to terminate the contract without a claim for damages) of greater than $10,000,000 (annualised), unless the contract has first been submitted to the Management Committee and approved by a Special Majority DecisionResolution. (e) Without limiting Schedule 15 of the Asset Sale and Subscription Agreement including clause 2.1(g), nothing in clauses 5.8 or 5.9 restricts the Manager from entering into the Kemerton Construction Contracts for and on behalf of the Participants. (f) The Manager must not enter into any contract requiring a Special Resolution unless the contract has first been submitted to the Management Committee and approved by a Special Resolution. (g) The Manager must, upon a request by any Participant, disclose to the Participants details and, if requested, copies of all contracts or other arrangements with third parties Third Parties entered into by the Manager for the purposes of or in the course of Joint Venture Operations.

Contracts with Third Parties. (a) Unless otherwise decided by Subject to the Management Committeeprior review and approval of Owner, Manager shall be responsible on behalf of Owner and at Owner's expense for the provision of all contracts or other arrangements with Third Parties entered into by the Manager for Corrs Xxxxxxxx Westgarth the purposes of or independent contractors, suppliers and entities engaged in the course operation, repair, maintenance, servicing and promotion of Operations will be entered into by the Manager as agent Property, including, without limitation those entities (i) necessary for the Participants provision of all utility, cleaning, repair, restoration, maintenance and security services; (ii) necessary or desirable for the efficient operation of a first-class project; (iii) otherwise required by this Agreement or by any lease affecting the Property; and (iv) without limiting the application of any higher standards required pursuant to (i), (ii) and (iii) immediately above, as necessary or desirable to keep the Property in as good, marketable and rentable condition as when it became subject to this Agreement, reasonable wear and tear and casualty excepted. (b) As a condition to obtaining such approval, Manager shall supply Owner with a copy of the result thatproposed contract and shall state to Owner the relationship, if any, between Manager, or the person in control of Manager, and the party proposed to supply such goods or services. Each such service contract shall evidence the following: (i) wherever possible, using the Manager’s reasonable endeavours, the Participants will be severally liable under such contracts and arrangements as principals in proportion to their respective Interests, and not jointly or jointly and severally liable; and (ii) in the event name of any breach or default on the part of the Third Party under such contracts and arrangements, proceedings may be brought against such Third Party to recover each Participant’s loss. (b) Where, despite the Manager’s reasonable endeavours under clause 6.10(a)(i), the Participants are or become jointly or jointly and severally liable under a contract or other arrangement with a Third Party, the Participants agree that as between themselves, all liabilities under or in respect of any such contract will be borne by the Participants in proportion to their respective Interests, notwithstanding the terms of the contract. (c) The Manager must not enter into any contract, where: (i) it does not have sufficient approval to commit to the Operating Costs or Capital Cost in accordance with clauses 8.8 or 8.9Owner; (ii) the expected expenditure would be worth greater than $2,500,000 (annualised if applicable) unless the contract has first been submitted assignable, at Owner's option, to the Management Committee and approved by an Ordinary Resolution; orOwner's nominee; (iii) there is include a multi-year expenditure commitment provision for cancellation by Owner or Manager upon not fewer than thirty (whether by reason 30) days notice, Manager shall directly supervise and inspect the performance under all applicable contracts, including without limitation, the supervision, inspection and observation of minimum expenditureall servicing, take cleaning, maintenance, repair, decorating or payalteration work at the Property during the progress thereof, termination fees and the final inspection of the completed work and the approval or inability to terminate the contract without a claim disapproval, as appropriate, of all bills submitted for damages) of at least $7,000,000 (annualised), unless the contract has first been submitted to the Management Committee and approved by a Supermajority Decisionpayment. (d) The In connection with the foregoing, Manager must not enter into any contract requiring a Special Majority Decision unless shall use its best efforts to obtain all necessary receipts, releases, waivers, discharges and assurances necessary to keep the contract has first been submitted Property free from mechanics' and materialmen's liens and other claims, all of which documentation shall be in such form as Owner requires and at Owner's expense. Subject to the Management Committee Sections 2.3 and 11.1, Manager shall pay all bills of such contractors, suppliers and entities properly approved by Special Majority DecisionManager, but such bills shall be at the expense of Owner and shall be paid by Manager from the Operating Account. (e) The Manager mustwill require, upon a request and use its best efforts to assure, the maintenance by any Participantall parties performing work or providing labor, disclose goods, utilities or services to or at the Participants details andProperty, if requestedwithout Owner's expense, copies of all contracts insurance satisfactory to Owner and any mortgagee of the Property or any portion thereof, including, but not limited to, Worker's Compensation Insurance, Employer's Liability Insurance and insurance against liability for injury to persons and property arising out of all such contractors', suppliers', or other arrangements with third parties entered entity's operations, and the use of owned, non-owned or hired automotive equipment in the pursuit of all such operations. (f) Manager shall not enter into any agreement or arrangement for the furnishing to or by the Manager Property of goods, services or space with itself or with any Affiliate unless Owner has approved such agreement or arrangement in advance after full disclosure of such relationship. "Affiliate," for the purposes of this item, means any person or in entity (or a group of persons employed by the course Manager) which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Manager or any director, executive officer or stockholder of OperationsManager. "Control" means the ownership of ten percent (10%) or more of the beneficial interest or the voting power of the appropriate entity.

Contracts with Third Parties. (a) Unless otherwise decided by the Management CommitteeManager, all contracts or other arrangements with Third Parties entered into by the Exploration Manager for Corrs Xxxxxxxx Westgarth the purposes of or in the course of Operations Exploration Works will be entered into by the Exploration Manager as agent for the Participants with the result that: (i) wherever possible, using the Exploration Manager’s reasonable endeavours, the Participants will be severally liable under such contracts and arrangements as principals in proportion to their respective Interests, and not jointly or jointly and severally liable; and (ii) in the event of any breach or default on the part of the Third Party under such contracts and arrangements, proceedings may be brought against such Third Party to recover each Participant’s loss. (b) Where, despite the Exploration Manager’s reasonable endeavours under clause 6.10(a)(i)item 3.9(a)(i) of this schedule 5, the Participants are or become jointly or jointly and severally liable under a contract or other arrangement with a Third Party, the Participants agree that as between themselves, all liabilities under or in respect of any such contract will be borne by the Participants in proportion to their respective Interests, notwithstanding the terms of the contract. (c) The Exploration Manager must not enter into any contract, where: (i) it does not have sufficient contract requiring approval to commit to the Operating Costs or Capital Cost in accordance with clauses 8.8 or 8.9; (ii) the expected expenditure would be worth greater than $2,500,000 (annualised if applicable) unless the contract has first been submitted to by the Management Committee and approved by an Ordinary Resolution; or (iii) there is a multi-year expenditure commitment under this documents (whether by reason of minimum expenditure, take Ordinary Resolution or pay, termination fees or inability to terminate the contract without a claim for damages) of at least $7,000,000 (annualisedSpecial Majority Decision), unless the contract has first been submitted to approved by the Manager. The Manager will promptly seek any approvals required from the Management Committee and approved by a Supermajority Decisionadvise the Exploration Manager of any approval promptly after it is obtained. (d) The Manager must not enter into any contract requiring a Special Majority Decision unless the contract has first been submitted to the Management Committee and approved by Special Majority Decision. (e) The Exploration Manager must, upon a request by the Manager or any Participant, disclose to the Manager and the Participants details and, if requested, copies of all contracts or other arrangements with third parties entered into by the Exploration Manager for the purposes of or in the course of OperationsExploration Works.

Contracts with Third Parties. (a) Unless otherwise decided by Subject to the Management Committeeprior review and approval of Owner, Manager shall be responsible on behalf of Owner and at Owner's expense for the provision of all contracts or other arrangements with Third Parties entered into by the Manager for Corrs Xxxxxxxx Westgarth the purposes of or independent contractors, suppliers and entities engaged in the course operation, repair, maintenance, servicing and promotion of Operations will be entered into by the Manager as agent Property, including, without limitation those entities (i) necessary for the Participants provision of all utility, cleaning, repair, restoration, maintenance and security services; (ii) necessary or desirable for the efficient operation of a first-class project; (iii) otherwise required by this Agreement or by any lease affecting the Property; and (iv) without limiting the application of any higher standards required pursuant to (i), (ii) and (iii) immediately above, as necessary or desirable to keep the Property in as good, marketable and rentable condition as when it became subject to this Agreement, reasonable wear and tear and casualty excepted. (b) As a condition to obtaining such approval, Manager shall supply Owner with a copy of the result thatproposed contract and shall state to Owner the relationship, if any, between Manager, or the person in control of Manager, and the party proposed to supply such goods or services. Each such service contract shall evidence the following: (i) wherever possible, using the Manager’s reasonable endeavours, the Participants will be severally liable under such contracts and arrangements as principals in proportion to their respective Interests, and not jointly or jointly and severally liable; and (ii) in the event name of any breach or default on the part of the Third Party under such contracts and arrangements, proceedings may be brought against such Third Party to recover each Participant’s loss. (b) Where, despite the Manager’s reasonable endeavours under clause 6.10(a)(i), the Participants are or become jointly or jointly and severally liable under a contract or other arrangement with a Third Party, the Participants agree that as between themselves, all liabilities under or in respect of any such contract will be borne by the Participants in proportion to their respective Interests, notwithstanding the terms of the contract. (c) The Manager must not enter into any contract, where: (i) it does not have sufficient approval to commit to the Operating Costs or Capital Cost in accordance with clauses 8.8 or 8.9Owner; (ii) the expected expenditure would be worth greater than $2,500,000 (annualised if applicable) unless the contract has first been submitted assignable, at Owner's option, to the Management Committee and approved by an Ordinary Resolution; orOwner's nominee; (iii) there is include a multi-year expenditure commitment (whether provision for cancellation by reason Owner or Manager upon 30 days or less notice. Manager shall directly supervise and inspect the performance under all applicable contracts, including without limitation, the supervision, inspection and observation of minimum expenditureall servicing, take cleaning, maintenance, repair, decorating or payalteration work at the Property during the progress thereof, termination fees and the final inspection of the completed work and the approval or inability to terminate the contract without a claim disapproval, as appropriate, of all bills submitted for damages) of at least $7,000,000 (annualised), unless the contract has first been submitted to the Management Committee and approved by a Supermajority Decisionpayment. (d) The In connection with the foregoing, Manager must not enter into any contract requiring a Special Majority Decision unless shall use its best efforts to obtain all necessary receipts, releases, waivers, discharges and assurances necessary to keep the contract has first been submitted Property free from mechanics' and materialmen's liens and other claims, all of which documentation shall be in such form as Owner requires and at Owner's expense. Subject to the Management Committee Sections 2.3 and 11.1, Manager shall pay all bills of such contractors, suppliers and entities properly approved by Special Majority DecisionManager, but such bills shall be at the expense of Owner and shall be paid by Manager from the Operating Account. (e) The Manager mustwill require, upon a request and use its best efforts to assure, the maintenance by any Participantall parties performing work or providing labor, disclose goods, utilities or services to or at the Participants details andProperty, if requestedwithout Owner's expense, copies of all contracts insurance satisfactory to Owner and any mortgagee of the Property or any portion thereof, including, but not limited to, Worker's Compensation Insurance, Employer's Liability Insurance and insurance against liability for injury to persons and property arising out of all such contractors', suppliers', or other arrangements with third parties entered entities' operations, and the use of owned, non-owned or hired automotive equipment in the pursuit of all such operations. (f) Manager shall not enter into any agreement or arrangement for the furnishing to or by the Manager Property of goods, services or space with itself or with any Affiliate unless Owner has approved such agreement or arrangement in advance after full disclosure of such relationship. "Affiliate," for the purposes of this item, means any person or in entity (or a group of persons employed by the course Manager) which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Manager or any director, executive retail or stockholder of OperationsManager. "Control" means the ownership of ten percent (10%) or more of the beneficial interest or the voting power of the appropriate entity.