Common use of Liability of Operator Clause in Contracts

Liability of Operator. (a) Subject to the rights of a Development Party to remove any Party acting as Joint Development Operator under this Agreement or Party Operator under any Applicable Operating Agreement in accordance with the terms hereof, in no event shall any Party serving as Joint Development Operator or a Party Operator have any liability as Joint Development Operator under this Agreement or Party Operator under any Applicable Operating Agreement for any claim, damage, loss or liability sustained or incurred in connection with any Development Operation or any breach of Section 3.3 or any similar provision regarding the standard of performance of a Party Operator in performing operations under any Applicable Operating Agreement, EVEN IF SUCH CLAIM, DAMAGE, LOSS OR LIABILITY AROSE IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE, SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF SUCH PARTY, ANY OF ITS AFFILIATES OR ANY OFFICER, PARTNER, MEMBER, DIRECTOR OR EMPLOYEE OF SUCH PARTY, OTHER THAN IF SUCH CLAIM, DAMAGE, LOSS OR LIABILITY AROSE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY, ANY OF ITS AFFILIATES OR ANY OFFICER, PARTNER, MEMBER, DIRECTOR OR EMPLOYEE OF SUCH PARTY (WHICH CLAIM, DAMAGE, LOSS OR LIABILITY IS THE SUBJECT OF SECTION 3.7(B)) and provided further that neither Joint Development Operator nor any Party Operator shall be released from liability for a material breach of any financial, administrative or procedural (such as providing notices and voting) obligation of Joint Development Operator under this Agreement or a Party Operator under any Applicable Operating Agreement; it being understood by each Party that any such claim, damage, loss or liability (other than that caused by the gross negligence or willful misconduct of a Party, its Affiliates or any officer, partner, member, director or employee of a Party or any of its Affiliates, or the material breach of any financial, administrative or procedural (such as providing notices and voting) obligation of Joint Development Operator or a Party Operator), shall be borne severally by the Parties (including such operator) in proportion to their interests in the operations or activities giving rise to such claim, damage, loss or liability.

Liability of Operator. (a) Subject to the rights of a Development Party to remove any Party acting as Joint Development Operator under this Agreement or Party Operator operator under any Applicable Operating Agreement in accordance with the terms hereofhereof or thereof, in no event shall any Party serving as Joint Development Operator or a Party Operator have any liability as Joint Development a Party Operator to another Party or its Affiliates under this Agreement or Party Operator Agreement, under any Applicable Operating Agreement or Law or common law (including on account of its marketing of any Party’s production pursuant to this Agreement) for any claim, damage, loss or liability sustained or incurred in connection with its operations with respect to any Development Operation or Area-Wide Operation (including its activities to market any Party’s production pursuant to Section 2.10) or any breach of Section 3.3 or any similar provision regarding the standard of performance of a Party Operator an operator in performing operations under any Applicable Operating Agreement, EVEN IF SUCH CLAIM, DAMAGE, LOSS OR LIABILITY AROSE IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE, SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF SUCH PARTY, ANY OF ITS AFFILIATES OR ANY OFFICER, PARTNER, MEMBER, DIRECTOR DIRECTOR, AGENT OR EMPLOYEE OF SUCH PARTY, OTHER THAN IF SUCH CLAIM, DAMAGE, LOSS OR LIABILITY AROSE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY, ANY OF ITS AFFILIATES OR ANY OFFICER, PARTNER, MEMBER, DIRECTOR OR EMPLOYEE OF SUCH PARTY (WHICH CLAIM, DAMAGE, LOSS OR LIABILITY IS THE SUBJECT OF SECTION 3.7(B)) and PARTY; provided further that neither Joint Development Operator nor any no Party Operator shall be released and/or exonerated from liability for a material breach of any financial, administrative or procedural (such as providing notices and voting) obligation of Joint Development Operator such Person under this Agreement or (if a Party Operator Operator) under any Applicable Operating Agreement; it being understood by and provided further that each Party acknowledges that any such claim, damage, loss or liability (other than that caused by the gross negligence or willful misconduct of a Party, its Affiliates or any officer, partner, member, director director, agent or employee of a Party or any of its Affiliates, Affiliates or the material breach of any financial, administrative or procedural (such as providing notices and voting) obligation of Joint Development Operator or a Party Operator), shall be borne severally by the Parties (including such operator) in proportion to their interests in the operations or activities giving rise to such claim, damage, loss or liability.

Liability of Operator. (a) Subject to the rights of a Development Party to remove any Party acting as Joint Development Operator under this Agreement or Party Operator operator under any Applicable Operating Agreement in accordance with the terms hereofhereof or thereof, in no event shall any Party serving as Joint Development Operator or a Party Operator have any liability as Joint Development a Party Operator to another Party or its Affiliates under this Agreement or Party Operator Agreement, under any Applicable Operating Agreement or Law or common law (including on account of its marketing of any Party's production pursuant to this Agreement) for any claim, damage, loss or liability sustained or incurred in connection with its operations with respect to any Development Operation or Area-Wide Operation (including its activities to market any Party's production pursuant to Section 2.10) or any breach of Section 3.3 or any similar provision regarding the standard of performance of a Party Operator an operator in performing operations under any Applicable Operating Agreement, EVEN IF SUCH CLAIM, DAMAGE, LOSS OR LIABILITY AROSE IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE, SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF SUCH PARTY, ANY OF ITS AFFILIATES OR ANY OFFICER, PARTNER, MEMBER, DIRECTOR DIRECTOR, AGENT OR EMPLOYEE OF SUCH PARTY, OTHER THAN IF SUCH CLAIM, DAMAGE, LOSS OR LIABILITY AROSE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY, ANY OF ITS AFFILIATES OR ANY OFFICER, PARTNER, MEMBER, DIRECTOR OR EMPLOYEE OF SUCH PARTY (WHICH CLAIM, DAMAGE, LOSS OR LIABILITY IS THE SUBJECT OF SECTION 3.7(B)) and PARTY; provided further that neither Joint Development Operator nor any no Party Operator shall be released and/or exonerated from liability for a material breach of any financial, administrative or procedural (such as providing notices and voting) obligation of Joint Development Operator such Person under this Agreement or (if a Party Operator Operator) under any Applicable Operating Agreement; it being understood by and provided further that each Party acknowledges that any such claim, damage, loss or liability (other than that caused by the gross negligence or willful misconduct of a Party, its Affiliates or any officer, partner, member, director director, agent or employee of a Party or any of its Affiliates, Affiliates or the material breach of any financial, administrative or procedural (such as providing notices and voting) obligation of Joint Development Operator or a Party Operator), shall be borne severally by the Parties (including such operator) in proportion to their interests in the operations or activities giving rise to such claim, damage, loss or liability.

Liability of Operator. (a) Subject to the rights of a Development Party to remove any Party acting as Joint Development Operator under this Agreement or Party Operator operator under any Applicable Operating Agreement in accordance with the terms hereofhereof or thereof, in no event shall any Party serving as Joint Development Operator or a Party Operator have any liability as Joint Development a Party Operator to another Party or its Affiliates under this Agreement or Party Operator Agreement, under any Applicable Operating Agreement or Law or common law (including on account of its marketing of any Party's production pursuant to this Agreement) for any claim, damage, loss or liability sustained or incurred in connection with its operations with respect to any Development Operation or Area-Wide Operation (including its activities to market any Party's production pursuant to Section 2.10) or any breach of Section 3.3 or any similar provision regarding the standard of performance of a Party Operator an operator in performing operations under any Applicable Operating Agreement, EVEN IF SUCH CLAIM, DAMAGE, LOSS OR LIABILITY AROSE IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE, SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF SUCH PARTY, ANY OF ITS AFFILIATES OR ANY OFFICER, PARTNER, MEMBER, DIRECTOR DIRECTOR, AGENT OR EMPLOYEE OF SUCH PARTY, OTHER THAN IF SUCH CLAIM, DAMAGE, LOSS OR LIABILITY AROSE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY, ANY OF ITS AFFILIATES OR ANY OFFICER, PARTNER, MEMBER, DIRECTOR OR EMPLOYEE OF SUCH PARTY (WHICH CLAIM, DAMAGE, LOSS OR LIABILITY IS THE SUBJECT OF SECTION 3.7(B)) and PARTY; provided further that neither Joint Development Operator nor any no Party Operator shall be released and/or exonerated from liability for a material breach of any financial, administrative or procedural (such as providing notices and voting) obligation of Joint Development Operator such Person under this Agreement or (if a Party Operator Operator) under any Applicable Operating Agreement; it being understood by and provided further that each Party acknowledges that any such claim, damage, loss or liability (other than that caused by the gross negligence or willful misconduct of a Party, its Affiliates or any officer, partner, member, director director, agent or employee of a Party or any of its Affiliates, Affiliates or the material breach of any financial, administrative or procedural (such as providing notices and voting) obligation of Joint Development Operator or a Party Operator), shall be borne severally by the Parties (including such operator) in proportion to their interests in the operations or activities giving rise to such claim, damage, loss or liability.. (b) Any Party serving as a Party Operator shall bear sole liability on behalf of the Parties for any claim, damage, loss or liability sustained or incurred in connection with any Development Operation or Area- 6 Wide Operation or any other operation or activity prescribed hereunder or any breach of any provision regarding the standard of performance of an operator in performing operations under any Applicable Operating Agreement to the extent such claim, damage, loss or liability arose in whole or in part from the gross negligence or willful misconduct of such Party or any of its Affiliates or any officer, partner, member, director, agent or employee of such Party or Affiliate of such Party. (c) Notwithstanding anything to the contrary herein or in any Applicable Operating Agreement, no Party Operator shall be liable for the gross negligence or willful misconduct of a secondee of another Party, nor shall the gross negligence or willful misconduct of any such secondee be grounds for removal of a Party Operator pursuant to Section 2.5. 2.7 Rentals, Shut-in Well Payments and Royalties. Each Party Operator shall be responsible for paying, on behalf of each Party, such Party's share of (a) all rentals, shut-in well payments and minimum royalties required to be paid to lessors under the Leases included in the Subject Assets in such Party Operator's Operated Area and (b) all valid and subsisting royalties, overriding royalties and other burdens required to be paid to lessors and holders of overriding royalties and other burdens on the Leases included in the Subject Assets in such Party Operator's Operated Area; provided that, subject to this Section 2.7, a Party Operator may determine, in its reasonable discretion as a reasonable prudent operator (after consulting with Noble, in the case that CONSOL is the Party Operator, or CONSOL, in the case that Noble is the Party Operator), not to renew, maintain or extend any such Lease in its Operated Area. A Party Operator shall be entitled to contract with Third Parties to provide the foregoing services (including in the case of Noble Operator, contracting with CONSOL and its Affiliates in accordance with and subject to the terms of the Services Agreement (as defined in the Acquisition Agreement) during the term thereof). If a Party Operator (after consulting with the applicable Party) determines not to renew, maintain or extend any of the Leases included in the Subject Assets in its Operated Area, such Party Operator will provide each other Party with no less than 30 days (to the extent reasonably possible) notice of such determination in writing prior to the expiration of such portion of such Lease, and each other Party will have the right (in the proportion that the participating Party's undivided interest in such Lease bears to all other participating Parties' undivided interest in such Lease) to pay the rental, shut-in well payment, minimum royalty, lease renewal or other payment and receive an assignment from the non-participating Parties of their respective interests in such Lease (in the proportion that the participating Party's undivided interest in such Lease bears to all other participating Parties' undivided interest in such Lease). Thereafter, notwithstanding anything contained in this Agreement to the contrary, such Lease shall be deemed to be excluded from the terms and conditions of this Agreement. A Party Operator may invoice the other Parties up to 30 days prior to the date any rental, shut-in payment, minimum royalty or any other lease renewal or maintenance payment shall become due, and each Party shall pay such invoice in accordance with Section 7.2. No Party Operator will be liable to any Party for any negligence, act, error, mistake or omission pertaining to the performance of its obligations under this Section 2.7 or any loss resulting from such negligence (whether active, passive, Sole or concurrent) act, error, mistake or omission unless such negligence, act, error, mistake or omission constitutes gross negligence or willful misconduct by such Party Operator. 2.8