Joint Operating Agreement; Operator Sample Clauses

Joint Operating Agreement; Operator. (a) Contemporaneously with the execution and delivery of this Agreement, the Parties agree to enter into the JOA attached hereto as Exhibit B provided that, if the Parties are unable to agree upon, execute and deliver the JOA at that time or within thirty (30) days after the Effective Date, then either Party may serve notice on the other Party. Thereafter the Parties must within thirty (30) days of the date of that notice execute a joint operating agreement in the form of Exhibit B. Until the JOA or that joint operating agreement is executed, Exhibit B shall operate to govern the relationship of the Parties in respect of the Licence subject to this Agreement and shall be binding on the Parties during that period. Discovery to WESI Farmout Agreement 7 (b) WESI is appointed “Operator” for the sole and limited purposes of conducting, carrying out and satisfying in full the Obligatory Expenditure Work Program and agrees to act as such in accordance with this Agreement and the JOA, subject to DESAL’s right to submit Work Programs and Budgets for review by the Operating Committee in accordance with this Agreement. DESAL shall be Operator for all other matters in respect of the Licence and under the JOA until such time as WESI is designated Operator for all matters in accordance with Article 2.2(c). (c) Subject to Article 5.2(c), within thirty (30) days of WESI completing all operations and funding expenditures required under the Obligatory Expenditure Work Program and if the Government has issued a separate licence or licences covering the Contract Area or portions of the Contract Area, DESAL will designate WESI as Operator for all matters in respect of such separate licence or licences and under the JOA. (d) WESI shall defend and indemnify DESAL, together with DESAL’s Affiliates, and their respective directors, officers, and employees, from any and all damages, losses, costs (including reasonable legal costs and attorneys’ fees), and liabilities incident to claims, demands, or causes of action brought by or for any person or entity (including the Government), which claims, demands or causes of action arise out of, are incident to or result from (i) Joint Operations conducted by or on behalf of WESI or (ii) any of WESI’s duties and functions under this Agreement or the JOA, in each case of (i) and (ii), in WESI’s capacity as “Operator”, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross n...