Common use of Limitation on Liability of Operator Clause in Contracts

Limitation on Liability of Operator. (A) Except as set out in Article 4.6(C), neither Operator nor any other Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability resulting from performing (or failing to perform) the duties and functions of Operator, and the Indemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), strict liability or other legal fault of Operator (or any such Indemnitee). (B) Except as set out in Article 4.6(C), the Parties shall (in proportion to their Participating Interests) defend and indemnify Operator and its Affiliates, and their respective directors, officers, and employees (collectively, the “Indemnitees”), from any and all damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys’ fees) and liabilities incidental to claims, demands or causes of action brought by or on behalf of any person or entity, which claims, demands or causes of action arise out of, are incidental to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), strict liability or other legal fault of Operator (or any such Indemnitee). (C) Notwithstanding Articles 4.6(A) or 4.6(B), if any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence /Willful Misconduct which as determined through final arbitration or by a court having jurisdiction proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), then, in addition to its Participating Interest share Operator shall bear all such damages, losses, costs, expenses and liabilities. Notwithstanding the foregoing, under no circumstances shall any Indemnitee (except as a Party to the extent of its Participating Interest) bear any Consequential Loss or Environmental Loss. (D) Nothing in this Article 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental to, or resulting from Joint Operations.

Limitation on Liability of Operator. (A) Except as set out in this Article 4.6(C)4.6, neither the Party designated as Operator nor any other Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability resulting from performing (or failing to perform) the duties and functions of the Operator, and the Indemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, strict liability or other legal fault of Operator (or any such Indemnitee). (B) Except as set out in this Article 4.6(C)4.6, the Parties shall (in proportion to their Participating Interests) Interests defend and indemnify Operator and its Affiliates, and their respective directors, officers, the officers and employees directors of both (collectively, the “Indemnitees”), from any and all damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys’ fees) and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person or entity, which claims, demands or causes of action arise out of, are incidental incident to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, strict liability or other legal fault of Operator (or any such Indemnitee). (C) Notwithstanding Articles 4.6(A) or and 4.6(B), if any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence /Willful Misconduct which as determined through final arbitration or by a court having jurisdiction that proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), then, in addition to its Participating Interest share Operator shall bear all such damagesthe actual damage, lossesloss, costscost, expenses expense and liabilities. Notwithstanding the foregoingliability to repair, under no circumstances shall any Indemnitee (except as a Party to the extent of its Participating Interest) bear any Consequential Loss replace and/or remove Joint Property so damaged or Environmental Loss.lost, if any (D) Nothing in this Article 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental to, incident to or resulting from Joint Operations. (E) Notwithstanding the foregoing, under no circumstances shall any Indemnitee (except as a Party to the extent of its participating interest) bear any damages, loss, cost, expense or liability for environmental, consequential, punitive or any other similar indirect damages or losses, including but not limited to those arising from business interruption, reservoir or formation damage, inability to produce hydrocarbons, loss of profits, pollution control and environmental amelioration or rehabilitation.

Limitation on Liability of Operator. (A) Except as set out in Article 4.6(C5.7(C), neither Operator nor any other Indemnitee (as defined below) below shall bear (bear, except as a Party Concessionaire to the extent of its Participating Interest share) , any damage, loss, cost, expense or liability resulting from performing (performing, or failing to perform) perform the duties and functions of Operator, and the Indemnitees are hereby released from liability to Non-Operators Concessionaires for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence negligence, (whether sole, joint or concurrent), strict liability or other legal fault of Operator (Operator, or any such Indemnitee). (B) . Except as set out in Article 4.6(C5.7(C), the Parties Concessionaires shall (in proportion to their Participating Interests) Interests defend and indemnify Operator and its AffiliatesAffiliated Companies, and their respective directors, officers, and employees employees, (collectively, the “Indemnitees”), from any and all damages, losses, costs, expenses (expenses, including reasonable legal costs, expenses and attorneys’ fees) fees and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person Person or entity, which claims, demands or causes of action arise out of, are incidental to of or result from Joint Petroleum Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), strict liability or other legal fault ) of Operator (or any such Indemnitee). (C) . Notwithstanding Articles 4.6(A5.7(A) or 4.6(B5.7(B), if any Senior Supervisory Personnel of Operator or its Affiliates Affiliated Companies engage in Gross Negligence /Willful and/or Willful Misconduct which as determined through final arbitration or by a court having jurisdiction proximately causes the Parties Concessionaires to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B)Article 5.7, then, in addition to its Participating Interest share share, Operator shall bear all such damagesonly the actual damage, lossesloss, costscost, expenses expense and liabilitiesliability to repair, replace and/or remove Joint Property so damaged or lost, if any. Notwithstanding the foregoing, under no circumstances shall any Indemnitee Operator (except as a Party Concessionaire to the extent of its Participating InterestInterest as contemplated in Article 5.7(A)) or any other Indemnitee bear any Consequential Loss or Environmental Loss. (D) . Nothing in this Article 4.6 5.7 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental to, or resulting from Joint Petroleum Operations.

Limitation on Liability of Operator. (A) Except as set out in Article 4.6(C), neither Operator nor any other Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability resulting from performing (or failing to perform) the duties and functions of Operator, and the Indemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, willful misconduct, strict liability or other legal fault of Operator (or any such Indemnitee). (B) Except as set out in Article 4.6(C), the Parties shall (in proportion to their Participating Interests) defend and indemnify Operator and its Affiliates, and their respective directors, officers, and employees (collectively, the “Indemnitees”), from any and all damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys’ fees) and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person or entity, which claims, demands or causes of action arise out of, are incidental incident to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, willful misconduct, strict liability or other legal fault of Operator (or any such Indemnitee). (C) Notwithstanding Articles 4.6(A) or 4.6(B), if any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence /Willful / Willful Misconduct which as determined through final arbitration or by a court having jurisdiction proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), then, in addition to its Participating Interest share share, Operator shall bear all such damages, losses, costs, expenses and liabilities. Notwithstanding the foregoing, under no circumstances shall any Indemnitee (except as a Party to the extent of its Participating Interest) bear any Consequential Loss or Environmental Loss. (D) Nothing in this Article 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental incident to, or resulting from Joint Operations.

Limitation on Liability of Operator. (A) Except as set out in Article 4.6(C), neither Operator nor any other Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability resulting from performing (or failing to perform) the duties and functions of Operator, and the Indemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, willful misconduct, strict liability or other legal fault of Operator (or any such Indemnitee). (B) Except as set out in Article 4.6(C), the Parties shall (in proportion to their Participating Interests) defend and indemnify Operator and its Affiliates, and their respective directors, officers, and employees (collectively, the “"Indemnitees”"), from any and all damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys’ ' fees) and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person or entity, which claims, demands or causes of action arise out of, are incidental incident to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, willful misconduct, strict liability or other legal fault of Operator (or any such Indemnitee).. Check Paragraph (C), if desired. Renumber following paragraph if Paragraph (C) is not selected. [X] OPTIONAL PROVISION (C) Notwithstanding Articles 4.6(A) or 4.6(B), if the Operator fails to take the necessary precautions to prevent any Senior Supervisory Personnel of Operator or its Affiliates engage from engaging in Gross Negligence /Willful / Willful Misconduct which as determined through final arbitration or by a court having jurisdiction proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), then, in addition to its Participating Interest share Operator shall bear all such damages, losses, costs, expenses and liabilities. Notwithstanding the foregoing, under no circumstances shall any Indemnitee (except as a Party to the extent of its Participating Interest) bear any Consequential Loss or Environmental Loss. (D) Nothing in this Article 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental to, or resulting from Joint Operations.share:

Limitation on Liability of Operator. (Aa) Except as set out in Article 4.6(C), neither Neither Operator nor any other Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability for claims, demands or cause of action resulting from performing (or failing to perform) the duties and functions of Operator, and the Indemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, willful misconduct (but excluding any such claim, demand or cause of action to the extent caused by the Gross Negligence / Willful Misconduct of any Senior Supervisory Personnel of Operator or its Affiliates. for which the Operator shall bear all such damages, losses, costs, expenses and liabilities), strict liability or other legal fault of the Operator (or any such an Indemnitee). (Bb) Except as set out in Article 4.6(Cclause 4.6(d), the Parties shall (in proportion to their Participating Interests) defend and indemnify Operator and Operator, its Affiliates, Affiliates and their respective directors, officers, officers and employees (collectively, the “Indemnitees”), from any and all damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys’ fees) and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person or entity, which claims, demands or causes of action arise out of, are incidental incident to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), strict liability or other legal fault of Operator gross negligence, willful misconduct (or but excluding any such Indemnitee). (C) Notwithstanding Articles 4.6(A) claim, demand or 4.6(B), if cause of action to the extent caused by the Gross Negligence / Willful Misconduct of any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence /Willful Misconduct Affiliates, for which as determined through final arbitration or by a court having jurisdiction proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), then, in addition to its Participating Interest share Operator shall bear all such damages, losses, costs, expenses and liabilities. ), strict liability or other legal fault of the Operator or an Indemnitee. (c) Notwithstanding the foregoing, under no circumstances shall any Indemnitee Operator (except as a Party to the extent of its Participating Interest) or any other Indemnitees bear any Consequential Loss or Environmental Loss. (Dd) Nothing in this Article clause 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental incident to, or resulting from Joint Operations.

Limitation on Liability of Operator. (A) Except as otherwise set out in this Article 4.6(C)4.6, neither Operator nor any other Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability resulting from performing (or failing to perform) the duties and functions of Operator, and the Indemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, Wilful misconduct, strict liability or other legal fault of Operator (or any such Indemnitee). (B) Except as otherwise set out in this Article 4.6(C)4.6, the Parties shall (in proportion to their Participating Interests) defend and indemnify Operator and its Affiliates, and their respective directors, officers, and employees (collectively, the “Indemnitees”), from any and all damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys’ fees) and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person or entity, which claims, demands or causes of action arise out of, are incidental incident to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, Wilful misconduct, strict liability or other legal fault of Operator (or any such Indemnitee). (C) Notwithstanding Articles 4.6(A) or 4.6(B), if but subject to Article 4.6(D), where: (a) any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence /Willful / Wilful Misconduct which as determined through final arbitration or by a court having jurisdiction proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), or (b) the Operator fails to obtain or maintain any insurance which it is required to obtain and maintain under Article 4.7, except where the Operator has used all reasonable endeavours to obtain or maintain any such insurance but has been unable to do so and has promptly so notified the Parties participating or proposing to participate therein, then, in addition to its Participating Interest share share, Operator shall bear all such damages, losses, costs, expenses and liabilities. . (D) Notwithstanding the foregoing, under no circumstances shall any Indemnitee Operator (except as a Party to the extent of its Participating Interest) or any other Indemnitee bear any Consequential Loss or Environmental Loss. (DE) Nothing in this Article 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental incident to, or resulting from Joint Operations. (F) It is acknowledged and agreed by the Parties that nothing in this Article 4.6 shall exempt or limit the liability of the Operator or any other Party from any damage, loss, cost, expense or liability arising from its non-compliance with the obligations under and procedures established in this Agreement for dealings among the Parties.

Limitation on Liability of Operator. (Aa) Except as set out in this Article 4.6(C)4.7, neither the Operator nor any other Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest sharePaying Share from time to time) any damage, loss, cost, expense or liability to the Field Owners resulting from the Operator performing (or failing to perform) the duties and functions of the Operator, and the Indemnitees be and are hereby released from liability to Non-Operators Field Owners for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), strict liability or other legal fault of Operator (or any such Indemnitee), provided that if the Operator (or any such Indemnitee) engages in Gross Negligence that proximately causes the Parties to incur damage, loss, cost, expense or liability to the Parties, then the Operator shall bear and shall be required to compensate and does hereby indemnify the Parties for such damage, loss, cost, expense or liability so incurred. (Bb) Except as set out in this Article 4.6(C)4.7, the Parties shall (in proportion to their Participating Interests) respective Paying Share defend and indemnify Operator and its Affiliatesaffiliates, and their respective directors, officers, the officers and employees directors of both (collectively, in this Article 4.7, the “Indemnitees”), from any and all damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys’ fees) and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person or entityentity (other than the Non-Operators), which claims, demands or causes of action arise out of, are incidental incident to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), strict liability or other legal fault of Operator (or any such Indemnitee). , provided that if the Operator (Cor any such Indemnitee) Notwithstanding Articles 4.6(A) or 4.6(B), if any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence /Willful Misconduct which as determined through final arbitration or by a court having jurisdiction that proximately causes the Parties such person or entity to incur damage, loss, cost, expense or liability for claimsliability, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), then, in addition to its Participating Interest share then the Operator shall bear all individually bear, without the right to indemnity, such damagesdamage, lossesloss, costscost, expenses and liabilities. Notwithstanding the foregoing, under no circumstances shall any Indemnitee (except as a Party to the extent of its Participating Interest) bear any Consequential Loss expense or Environmental Lossliability. (Dc) Nothing in this Article 4.6 4.7 shall be deemed to relieve the Party designated as Operator and the Service Provider from its Participating Interest share Paying Share of any damage, loss, cost, expense or liability arising out of, incidental to, incident to or resulting from Joint Operations. (d) Notwithstanding the foregoing, under no circumstances shall any Indemnitee (except as a party to the extent of its Paying Share) bear any damages, loss, cost, expense or liability for environmental, consequential, punitive or any other similar indirect damages or losses, including but not limited to those arising from business interruption, reservoir or formation damage, inability to produce hydrocarbons, loss of profits, pollution control and environmental amelioration or rehabilitation.

Limitation on Liability of Operator. (A) Except as set out in Article 4.6(C), neither Operator nor any other Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability resulting from performing (or failing to perform) the duties and functions of Operator, and the Indemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, willful misconduct, strict liability or other legal fault of Operator (or any such Indemnitee). (B) Except as set out in Article 4.6(C), the Parties shall (in proportion to their Participating Interests) defend and indemnify Operator and its Affiliates, and their respective directors, officers, and employees (collectively, the “"Indemnitees”"), from any and all damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys’ fees) and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person or entity, which claims, demands or causes of action arise out of, are incidental incident to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, willful misconduct, strict liability or other legal fault of Operator (or any such Indemnitee). (C) Notwithstanding Articles 4.6(A) or 4.6(B), if any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence /Willful / Willful Misconduct which as determined through final arbitration or by a court having jurisdiction proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), then, in addition to its Participating Interest share share, Operator shall bear all such damages, losses, costs, expenses and liabilities. Notwithstanding the foregoing, under no circumstances shall any Indemnitee Operator (except as a Party to the extent of its Participating Interest) or any other Indemnitee bear any Consequential Loss or Environmental Loss. (D) Nothing in this Article 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental incident to, or resulting from Joint Operations, nor shall it relieve the Operator for any liability it may have to Non-Operators for breach of its obligations to the Non-Operators pursuant to the terms of this Agreement.

Limitation on Liability of Operator. (Aa) Except as set out in Article 4.6(Cclause 4.6(e) or 24.1(d), neither Operator nor any other Operator Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability resulting from performing (or failing to perform) the duties and functions of Operator, and the Indemnitees Operator lndemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental to to, or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), Gross Negligence/Wilful Misconduct, strict liability or other legal fault of Operator (or any such other Operator Indemnitee). (Bb) Except as set out in Article 4.6(Cclause 4.6(f) or 24.1(d), the Parties shall (in proportion to their Participating Interestsproportions set out in clause 4.6(d) defend and indemnify Operator and its Affiliates, and their respective directors, officers, and employees (collectively, the “Indemnitees”), lndemnitees from any and all damages, losses, costs, expenses costs (including reasonable legal costs, expenses costs and attorneys’ fees) ), and liabilities arising from or incidental to any claims, demands demands, or causes of action brought by or on behalf of for any person or entity, which claims, demands or causes of action arise out of, are incidental to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), Gross Negligence/Wilful Misconduct, strict liability or other legal fault of Operator (or any such Indemniteeother Operator lndemnitee). (Cc) The proportionate liability of the Parties shall be: (i) in the case of damages, losses, costs and liabilities which arise out of, are incidental to or result from a Joint Operation involving a Reduced Interest Pad, Reduced Interest Operation or Reduced Interest Infrastructure, in proportion to the interests held by the Parties in that Joint Operation; Amending Deed – Joint Operating Agreement (Beetaloo JV) 37 (ii) in all other cases, in proportion to their Participating Interests. (d) Nothing in this clause 4.6 shall be deemed to relieve Operator from its obligation to perform its duties and functions under this Agreement, or from its Participating Interest share of any damage, loss, cost, or liability arising out of, incidental to, or resulting from Joint Operations. (e) Notwithstanding Articles 4.6(Aclause 4.6(a) or 4.6(B4.6(b), if any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence /Willful Negligence/Wilful Misconduct which as determined through final arbitration or by a court having jurisdiction that proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(Aclause 4.6(a) or 4.6(B), 4.6(b) then, in addition to its Participating Interest share share, Operator shall bear all such damages, losses, costs, expenses and liabilities. Notwithstanding . (f) Despite the foregoing, under no circumstances shall any Indemnitee Operator (except as a Party to the extent of its Participating Interestproportionate liabilities set out in clause 4.6(c)) bear any Consequential Loss or Environmental Loss. (D) Nothing in this Article 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental to, or resulting from Joint Operations.

Limitation on Liability of Operator. (A) Except as otherwise set out in this Article 4.6(C)4.6, neither the Operator nor any other Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability resulting from performing (or failing to perform) the duties and functions of the Operator, and the Indemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-pre- existing defect, or the negligence (whether sole, joint or concurrent), Gross Negligence/Wilful Misconduct, strict liability or other legal fault of the Operator (or any such Indemnitee). (B) Except as otherwise set out in this Article 4.6(C)4.6, the Parties shall (in proportion to their Participating Interests) defend and indemnify the Operator and its Affiliates, and their respective directors, officers, and employees (collectively, the “Indemnitees”), from any and all damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys’ fees) and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person or entity, which claims, demands or causes of action arise out of, are incidental incident to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), Gross Negligence/Wilful Misconduct, strict liability or other legal fault of the Operator (or any such Indemnitee). (C) Notwithstanding Articles 4.6(A) or 4.6(B), if but subject to Article 4.6(D), where: (a) any Senior Supervisory Personnel of the Operator or its Affiliates engage in Gross Negligence /Willful Negligence/Wilful Misconduct which as determined through final arbitration or by a court having jurisdiction proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), or (b) the Operator fails to obtain or maintain any insurance which it is required to obtain and maintain under Article 4.7, except where the Operator has used all reasonable endeavours to obtain or maintain any such insurance but has been unable to do so and has promptly so notified the Parties participating or proposing to participate therein, then, in addition to its Participating Interest share share, the Operator shall bear all such damages, losses, costs, expenses and liabilities. . (D) Notwithstanding the foregoing, under no circumstances shall any Indemnitee the Operator (except as a Party to the extent of its Participating Interest) or any other Indemnitee bear any Consequential Loss or Environmental Loss. (DE) Nothing in this Article 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental incident to, or resulting from Joint Operations. (F) It is acknowledged and agreed by the Parties that save and except for the provisions of this Article 4.6, nothing shall exempt or limit the liability of the Operator or any Party from any damage, loss, cost, expense or liability arising from its non-compliance with the obligations under and procedures established in this Agreement for dealings among the Parties.

Limitation on Liability of Operator. (A) Except as set out in Article 4.6(C), neither Neither Operator nor any other Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability resulting from performing (or failing to perform) the duties and functions of Operator, and the Indemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, willful misconduct, strict liability or other legal fault of Operator (or any such Indemnitee). (B) Except as set out in Article 4.6(C), the The Parties shall (in proportion to their Participating Interests) defend and indemnify Operator and its Affiliates, and their respective directors, officers, and employees (collectively, the “Indemnitees”), from any and all damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys’ fees) and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person or entity, which claims, demands or causes of action arise out of, are incidental incident to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, willful misconduct, strict liability or other legal fault of Operator (or any such Indemnitee). (C) Notwithstanding Articles 4.6(A) or 4.6(B), if any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence /Willful Misconduct which as determined through final arbitration or by a court having jurisdiction proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), then, in addition to its Participating Interest share Operator shall bear all such damages, losses, costs, expenses and liabilities. Notwithstanding the foregoing, under no circumstances shall any Indemnitee (except as a Party to the extent of its Participating Interest) bear any Consequential Loss or Environmental Loss. (D) Nothing in this Article 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental incident to, or resulting from Joint Operations.

Limitation on Liability of Operator. (A) Except as set out in this Article 4.6(C)4.6, neither the Party designated as Operator nor any other Indemnitee (as defined below) shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability resulting from performing (or failing to perform) the duties and functions of the Operator, and the Indemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-pre- existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, strict liability or other legal fault of Operator (or any such Indemnitee). (B) Except as set out in this Article 4.6(C)4.6, the Parties shall (in proportion to their Participating Interests) Interests defend and indemnify Operator and its Affiliates, and their respective directors, officers, the officers and employees directors of both (collectively, the “Indemnitees”), from any and all damages, losses, costs, expenses (including reasonable legal costs, expenses and attorneys’ fees) and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person or entity, which claims, demands or causes of action arise out of, are incidental incident to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), gross negligence, strict liability or other legal fault of Operator (or any such Indemnitee). (C) Notwithstanding Articles 4.6(A) or and 4.6(B), if any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence /Willful Misconduct which as determined through final arbitration or by a court having jurisdiction that proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), then, in addition to its Participating Interest share Operator shall bear all such damagesthe actual damage, lossesloss, costscost, expenses expense and liabilities. Notwithstanding the foregoingliability to repair, under no circumstances shall any Indemnitee (except as a Party to the extent of its Participating Interest) bear any Consequential Loss replace and/or remove Joint Property so damaged or Environmental Loss.lost, if any (D) Nothing in this Article 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental to, incident to or resulting from Joint Operations. (E) Notwithstanding the foregoing, under no circumstances shall any Indemnitee (except as a Party to the extent of its participating interest) bear any damages, loss, cost, expense or liability for environmental, consequential, punitive or any other similar indirect damages or losses, including but not limited to those arising from business interruption, reservoir or formation damage, inability to produce hydrocarbons, loss of profits, pollution control and environmental amelioration or rehabilitation.

Limitation on Liability of Operator. (A) Except as set out in this Article 4.6(C)4.7, neither the Party designated as Operator nor the Technical Advisor nor any other Indemnitee indemnitee (as defined below) shall bear (except as a Party party to the extent of its Participating Interest share) any damage, loss, cost, expense or liability resulting from performing (or failing to perform) the duties and functions of Operatorthe Operator or the Technical Advisor, and the Indemnitees indemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, expenses and liabilities arising out of, incidental incident to or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), Gross Negligence, strict liability or other legal fault of Operator (or any such Indemniteeindemnitee).. Alliance Operating Agreement - 20F (B) Except except as set out in this Article 4.6(C)4.7, the Parties parties shall (in proportion to their Participating Interests) Interests defend and indemnify Operator and its Affiliates, and their respective directors, officers, the officers and employees directors of both (collectively, the “Indemnitees”"indemnitees"), from any and all damages, losses, costs, expenses (including reasonable legal costs, . expenses and attorneys’ ' fees) and liabilities incidental incident to claims, demands or causes of action brought by or on behalf of any person or entity, which claims, demands or causes of action arise out of, are incidental incident to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), Gross Negligence, strict liability or other legal fault of Operator or the Technical Advisor (or any such Indemnitee)indemnitee) as the case may be. (C) Notwithstanding Articles 4.6(A) or 4.6(B), if any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence /Willful Misconduct which as determined through final arbitration or by a court having jurisdiction proximately causes the Parties to incur damage, loss, cost, expense or liability for claims, demands or causes of action referred to in Articles 4.6(A) or 4.6(B), then, in addition to its Participating Interest share Operator shall bear all such damages, losses, costs, expenses and liabilities. Notwithstanding the foregoing, under no circumstances shall any Indemnitee (except as a Party to the extent of its Participating Interest) bear any Consequential Loss or Environmental Loss. (D) Nothing in this Article 4.6 4.7 shall be deemed to relieve the Party designated as Operator or designated as Technical Advisor from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incidental to, incident to or resulting from Joint Operations.