Common use of Joint Operating Agreement Clause in Contracts

Joint Operating Agreement. 4.1 Each Assignor by becoming a party to this Agreement agrees to be bound by the Addendum in Exhibit G and to execute and procure the execution by Oriental of the Addendum in Exhibit G and to be bound by the Supplemented JOA with effect from the date of this Agreement and agrees that in the event of any inconsistency between the Supplemented JOA and the Operating Agreement referred to in Recital B the Supplemented JOA prevails to the extent of the inconsistency. 4.2 Whilst SOCDET is carrying out the Work Program in clause 2.1(a), the parties agree that the text of certain amendments to the Operating Agreement shall be agreed to provide for the following principles of allocation, once SOCDET shall have earned a Farmout Interest as herein contemplated and after appropriate DOE approval of the relevant assignment of interest: (a) the Filipino Participation Incentive Allowance allowed under the Service Contract shall be allocated between SOCDET and the Consortium in the same manner as the allocation of the Production Allowance applicable to each Block under the Service Contract, and the Operating Agreement; (b) the Cost Recovery allowed Contractor under the Service Contract shall be allocated between SOCDET and the Consortium in proportion to their respective Participating Interests in each Block from which petroleum production or production proceeds is derived; (c) the Net Proceeds share of Contractor under the Service Contract shall be allocated to SOCDET and the Consortium in proportion to their respective Participating Interests in each Block from which petroleum production or production proceeds is derived; and (d) as among the parties comprising the Consortium, the Contractor's entitlements above allocated to the Consortium shall be governed by the Settlement Agreement without effect of this clause 4.2. 4.3 Using for illustrative purposes only Block C and assuming SOCDET shall have earned its 60% Participating Interest in that Block the intended effect of clause 4.2 is shown in Exhibits D & E attached. 4.4 Following the receipt by the Consortium of the data under clause 2.1(d) above and prior to the exercise by SOCDET of the Drilling Option the Supplemented JOA will be reviewed and changes negotiated in good faith in order to make its provisions more consistent with then applicable current practices in the international exploration and production oil and gas industry. The revised draft will be prepared by SOCDET and will also consolidate the amendments agreed under clause 4.2 and the parties will negotiate in good faith with a view to its terms being settled prior to the exercise by SOCDET of the Drilling Option.

Joint Operating Agreement. 4.1 Each Assignor by becoming a party to this Agreement agrees to be bound by Unless the Addendum in Exhibit G and to execute and procure Owner Participant and, so long as the execution by Oriental Lien of the Addendum Indenture is still in Exhibit G effect, the Indenture Trustee shall otherwise consent in writing, neither the Guarantor nor the Lessee shall accept or approve (and will vote its interest under the Joint Operating Agreement against) any amendment to the Joint Operating Agreement, the effect of which would be bound by to materially adversely affect the Supplemented JOA with effect from interests of the date of this Agreement and agrees that Lessor, the Indenture Trustee, the Owner Participant or the Holders in the event Platform or the Undivided Interest or under any of any inconsistency between the Supplemented JOA other Operative Documents; provided, however, that if a Significant Lease Default or Lease Event of Default has occurred and is continuing or if the Operating Agreement Lessee has not delivered the Preliminary Notice referred to in Recital B the Supplemented JOA prevails to the extent Section 5.3 of the inconsistency. 4.2 Whilst SOCDET Lease then, no such amendment shall be consented to by the Guarantor and the Lessee without obtaining the written consent of the Owner Participant and, so long as the Lien of the Indenture is carrying out the Work Program in clause 2.1(a)effect, the parties agree that Indenture Trustee. If Xxxxxx resigns as the text Operator under the Joint Operating Agreement, the Guarantor and the Lessee shall vote in favor of certain amendments to a successor Operator who, in the Operating Agreement shall be agreed to provide for the following principles of allocation, once SOCDET shall have earned a Farmout Interest as herein contemplated and after appropriate DOE approval best judgment of the relevant assignment of interest: (a) the Filipino Participation Incentive Allowance allowed under the Service Contract shall be allocated between SOCDET Guarantor and the Consortium Lessee after due inquiry, is sufficiently capable of exercising all powers and authorities and performing all duties and obligations of the Operator set forth in the same manner as the allocation of the Production Allowance applicable to each Block under the Service ContractJoint Operating Agreement, including, without limitation, Article 5 thereof, and the Operating Agreement; Guarantor and the Lessee shall vote, subject to Section 2(a) and (b) of the Cost Recovery allowed Contractor Consent and Agreement, their interest under the Service Contract shall be allocated between SOCDET Joint Operating Agreement against the selection of any successor Operator that does not meet the foregoing requirements. The Guarantor and the Consortium Lessee shall not withdraw from the Joint Operating Agreement pursuant to Article 17 thereof without the prior written consent of the Owner Participant and, so long as the Lien of the Indenture is in proportion effect, the Indenture Trustee. Spinnaker shall not consent to their respective Participating Interests the initial commencement of any Exploratory Xxxxx, Appraisal Xxxxx or Development Xxxxx or approve any AFE (in each Block from which petroleum production or production proceeds case, as defined in the Joint Operating Agreement) for such initial commencement if a Lease Event of Default exists, without the prior written consent of the Lessor, and if the Lien of the Indenture is derived; (c) the Net Proceeds share of Contractor under the Service Contract shall be allocated to SOCDET and the Consortium in proportion to their respective Participating Interests in each Block from which petroleum production or production proceeds is derived; and (d) as among the parties comprising the Consortiumeffect, the Contractor's entitlements above allocated to the Consortium shall be governed by the Settlement Agreement without effect of this clause 4.2Indenture Trustee. 4.3 Using for illustrative purposes only Block C and assuming SOCDET shall have earned its 60% Participating Interest in that Block the intended effect of clause 4.2 is shown in Exhibits D & E attached. 4.4 Following the receipt by the Consortium of the data under clause 2.1(d) above and prior to the exercise by SOCDET of the Drilling Option the Supplemented JOA will be reviewed and changes negotiated in good faith in order to make its provisions more consistent with then applicable current practices in the international exploration and production oil and gas industry. The revised draft will be prepared by SOCDET and will also consolidate the amendments agreed under clause 4.2 and the parties will negotiate in good faith with a view to its terms being settled prior to the exercise by SOCDET of the Drilling Option.

Joint Operating Agreement. 4.1 Each Assignor by becoming a party to this Agreement agrees to be bound by 5.1 The Parties agree that as soon as reasonably possible but not later than 60 days after the Addendum in Exhibit G and to execute and procure the execution by Oriental effective date of the Addendum SPOC, they shall endeavor to negotiate, settle, and execute a mutually acceptable JOA containing provisions customary in Exhibit G the petroleum industry for international operations and which shall govern the relationship of the Parties. In the event the Parties mutually decide, an extension of time shall be permitted to be bound by continue the Supplemented negotiations of the JOA. The JOA with shall designate EVERGREEN as the initial Operator. The JOA shall come into effect from as of the effective date of this Agreement the SPOC and agrees that in the event of any inconsistency between the Supplemented JOA and the Operating Agreement referred to in Recital B the Supplemented JOA prevails to the extent of the inconsistency. 4.2 Whilst SOCDET is carrying out the Work Program in clause 2.1(a)shall provide, the parties agree that the text of certain amendments to the Operating Agreement shall be agreed to provide for the following principles of allocationamong other things, once SOCDET shall have earned a Farmout Interest as herein contemplated and after appropriate DOE approval of the relevant assignment of interest: (a) that all Determinations made by the Filipino Participation Incentive Allowance allowed under Operating Committee shall require the Service Contract shall be allocated between SOCDET and the Consortium in the same manner as the allocation affirmative vote of two or more Parties having more than seventy five (75%) of the Production Allowance applicable to each Block under the Service Contractvoting interest, and the Operating Agreement; (b) liability and property insurance coverage for the Cost Recovery allowed Contractor under the Service Contract shall be allocated between SOCDET and the Consortium in proportion to their respective Participating Interests in each Block from which petroleum production or production proceeds is derived; Joint Account, (c) the Net Proceeds share right of Contractor under either Party to assign all or part of its Participating Interest with the Service Contract consent of the other Party, which consent shall not be unreasonably withheld (subject to necessary consents of the government of Chile), provided that neither the assigned interest nor the retained interest shall be allocated less than ten percent (10%), (e) overhead charges in accordance to SOCDET the provisions to be agreed by the Parties in the JOA. Overhead shall be deemed to cover the actual cost (being salaries, wages, burden and benefits paid by Operator and/or its Affiliates in accordance with its standard personnel policy in force and the Consortium in proportion provision of office accommodation and services reasonably necessary for operating and maintaining offices) incurred for services rendered by Operator and/or its affiliates for treasury, payroll, taxation, insurance, communications, accounting, personnel, executive and administrative management, and research and development which could not, without unreasonable effort, be charged directly, and which are allocable to their respective Participating Interests in each Block from operations. It is agreed, however, that services performed by the above listed departments and other departments which petroleum production or production proceeds is derived; and (d) are directly referable to operations shall be charged as among the parties comprising the Consortium, the Contractor's entitlements above allocated direct costs. The overhead rates applicable to the Consortium Exploitation Stage relating to the first field declared to be a Commercially Exploitable Field shall be governed by agreed between the Settlement Agreement without effect Parties within 40 days as of this clause 4.2such declaration. 4.3 Using for illustrative purposes only Block C and assuming SOCDET shall have earned its 60% Participating Interest in 5.2 It is understood that Block the intended effect of clause 4.2 is shown in Exhibits D & E attached. 4.4 Following the receipt by the Consortium of the data under clause 2.1(d) above and prior pursuant to the exercise by SOCDET of SPOC the Drilling Option Exploration Stage may be in effect simultaneously with one or more Exploitation Stages. In such event the Supplemented JOA will be reviewed and changes negotiated overhead rates applicable to the Exploration Stage shall remain in good faith in order effect as to make its provisions more consistent with then applicable current practices in the international exploration and production oil and gas industry. The revised draft will be prepared by SOCDET and will also consolidate the amendments agreed under clause 4.2 Exploration Operations and the parties will negotiate in good faith with a view overhead rates to its terms being settled prior be agreed upon pursuant to the exercise by SOCDET of the Drilling OptionSection 5.1 above shall be applicable to Exploitation Operations.

Joint Operating Agreement. 4.1 Each Assignor As to any leasehold interests acquired by becoming Xxxxxxxx that were subject to a party Contract, Xxxxxxxx shall ratify and join in the joint operating agreements required or provided in such Contract, and shall, if permitted by the concerned Contract, be designated as the Operator. As to any leasehold interest acquired by Xxxxxxxx in the Existing Leases pursuant to this Agreement agrees to be bound by the Addendum in Exhibit G Agreement, Xxxxxxxx and to execute and procure the execution by Oriental of the Addendum in Exhibit G and to be bound by the Supplemented JOA with effect from the date of this Agreement and agrees that in the event of any inconsistency between the Supplemented JOA and the Operating Agreement referred to in Recital B the Supplemented JOA prevails to the extent of the inconsistency. 4.2 Whilst SOCDET is carrying out the Work Program in clause 2.1(a), the parties agree that the text of certain amendments to the Operating Agreement Pannonian shall be agreed to provide for the following principles of allocation, once SOCDET shall have earned enter into a Farmout Interest as herein contemplated and after appropriate DOE approval of the relevant assignment of interest: (a) the Filipino Participation Incentive Allowance allowed under the Service Contract shall be allocated between SOCDET and the Consortium joint operating agreement in the same manner form as is provided in the Shenandoah Farmout, with Xxxxxxxx designated as the allocation Operator. As between Xxxxxxxx and Pannonian, however, no more than an aggregate of twelve drilling operations subject to an authorization for expenditure under the terms of all joint operating agreements applicable to the Prospect Area shall be proposed or in progress at any given time. In addition, as between Xxxxxxxx and Pannonian, the non-consent penalty if Pannonian does not consent to an operation shall conclusively be deemed to provide a pre-agreed farmout by Pannonian of the Production Allowance applicable concerned wellbore and depth in which the proposed operation will be conducted, such that Xxxxxxxx will be able to each Block under earn by its conduct of the Service Contractoperation all of Pannonian's interest in the wellbore and depth, subject only to the reservation by Pannonian of a 2.5% overriding royalty interest (exclusive of other burdens then in existence), convertible to a 20% working interest at payout. Both the overriding royalty interest and the Operating Agreement; (b) the Cost Recovery allowed Contractor under the Service Contract working interest into which it may be converted at payout shall be allocated between SOCDET subject to proportionate reduction, so that if Pannonian assigns, for example, a 20% interest in the wellbore and the Consortium in proportion concerned depths to their respective Participating Interests in each Block from which petroleum production or production proceeds is derived; (c) the Net Proceeds share Xxxxxxxx, Pannonian will actually be entitled to a 0.5% overriding royalty, convertible to a 4.0% working interest at payout. The definition of Contractor under the Service Contract "payout" and timing as to when such payout shall occur as used herein shall be allocated to SOCDET and the Consortium same as set out in proportion to their respective Participating Interests in each Block from which petroleum production or production proceeds is derived; and (d) as among the parties comprising the Consortium, the Contractor's entitlements above allocated to the Consortium shall be governed by the Settlement Agreement without effect of this clause 4.2. 4.3 Using for illustrative purposes only Block C and assuming SOCDET shall have earned its 60% Participating Interest in that Block the intended effect of clause 4.2 is shown in Exhibits D & E attached. 4.4 Following the receipt by the Consortium Paragraph 4 of the data under clause 2.1(d) above and prior to the exercise by SOCDET of the Drilling Option the Supplemented JOA will be reviewed and changes negotiated in good faith in order to make its provisions more consistent with then applicable current practices in the international exploration and production oil and gas industry. The revised draft will be prepared by SOCDET and will also consolidate the amendments agreed under clause 4.2 and the parties will negotiate in good faith with a view to its terms being settled prior to the exercise by SOCDET of the Drilling OptionShenandoah Farmout.

Joint Operating Agreement. 4.1 Each Assignor by becoming a party (a) Prior to this Agreement agrees the commencement of operations for each well to be bound drilled by Gastar on the Addendum Joint Interests, Gastar and Participant shall enter into an operating agreement in Exhibit G and to execute and procure the execution by Oriental form of the Addendum in Exhibit G and Form JOA for each Drilling Unit which is not subject to be bound by the Supplemented a JOA with effect from or which is not subject to a third party operating agreement (a “Third Party JOA”) as of the date such well is proposed. If multiple leases or properties contribute acreage to any unit formed for the drilling of a well, the JOA executed shall include all such contributing leases or properties. Gastar is hereby designated as operator during the term of this Agreement and under the terms of the XXXx; provided that the resignation or replacement of Gastar as operator under a JOA before the AMI Termination Date shall require the consent of Participant (other than in the context of a Transfer permitted by Section 6.1 of all of Gastar’s Working Interest Share), such consent not to be unreasonably withheld; provided, further, that Participant agrees to vote for and otherwise support the nomination and selection of Gastar as operator under any Third Party JOA during the Drilling Carry Period unless Participant has had the right to remove, or has removed, Gastar as operator under any JOA in accordance with the terms thereof for cause. By way of illustration, Participant may reasonably withhold its consent if the new operator is not an operator of oil and gas properties that has significant experience in developing and operating shale resources or, in the reasonable determination of Participant, does not have the financial wherewithal to carry out the operation of the Joint Interests. (b) In the event any portion of the Joint Interests is governed by a Third Party JOA, the terms of that Third Party JOA will control as between each other party and the Parties to this Agreement; provided, however, that this Agreement and the applicable Form JOA will apply as between the Parties to this Agreement to the greatest extent possible. In the event of any conflict or inconsistency between the Supplemented terms of this Agreement and any Form JOA and entered into between the Operating Parties, this Agreement referred to in Recital B the Supplemented JOA prevails shall prevail to the extent of such conflict. If the inconsistency. 4.2 Whilst SOCDET remainder of the entire interest covered by an existing Third Party JOA is carrying out the Work Program subsequently acquired, then such Third Party JOA shall be superseded and replaced in clause 2.1(a), the parties agree that the text of certain amendments its entirety by a Form JOA (subject to the Operating Agreement shall be agreed to provide for the following principles of allocation, once SOCDET shall have earned a Farmout Interest as herein contemplated and after appropriate DOE approval of the relevant assignment of interest: (a) the Filipino Participation Incentive Allowance allowed under the Service Contract shall be allocated between SOCDET and the Consortium in the same manner as the allocation of the Production Allowance applicable to each Block under the Service Contract, and the Operating Agreement; (b) the Cost Recovery allowed Contractor under the Service Contract shall be allocated between SOCDET and the Consortium in proportion to their respective Participating Interests in each Block from which petroleum production or production proceeds is derived; (c) the Net Proceeds share of Contractor under the Service Contract shall be allocated to SOCDET and the Consortium in proportion to their respective Participating Interests in each Block from which petroleum production or production proceeds is derived; and (d) as among the parties comprising the Consortium, the Contractor's entitlements above allocated to the Consortium shall be governed by the Settlement Agreement without effect prevailing terms of this clause 4.2Agreement). 4.3 Using for illustrative purposes only Block C and assuming SOCDET shall have earned its 60% Participating Interest in that Block the intended effect of clause 4.2 is shown in Exhibits D & E attached. 4.4 Following the receipt by the Consortium of the data under clause 2.1(d) above and prior to the exercise by SOCDET of the Drilling Option the Supplemented JOA will be reviewed and changes negotiated in good faith in order to make its provisions more consistent with then applicable current practices in the international exploration and production oil and gas industry. The revised draft will be prepared by SOCDET and will also consolidate the amendments agreed under clause 4.2 and the parties will negotiate in good faith with a view to its terms being settled prior to the exercise by SOCDET of the Drilling Option.