Common use of Sole Risk Clause in Contracts

Sole Risk. 12.1 If a Proposing Participant shall proceed with a Sole Risk Programme and unless otherwise agreed by the Participants, for so long as the Sole Risk Programme continues or the Proposing Participant continues to conduct operations on its own account in the Specified Area: 12.1.1 the Specified Area shall not be eligible for Joint Operations and the Proposing Participant shall have the exclusive right to carry out the Sole Risk Programme and any subsequent work programmes as it may think fit in the Specified Area at its sole risk and cost and the other Participant shall, to the extent necessary and so far as it is able and without prejudice to the existing Enterprise Operations, provide full rights of ingress, egress and regress to, from and over the Specified Area and the remainder of the Contract Area so that the Proposing Participant may exercise such right. Without prejudice to the generality of the foregoing, to the extent that the Sole Risk Venture requires the use of PT-FI Available Assets PT-FI support services or Joint Account Assets, and the use of these assets and support services does not prejudice then or later the conduct of Enterprise Operations, each of PT-FI and PT-RTZ (as appropriate) will make available and charge to the Sole Risk Venture the direct and allocable costs of providing such assets and services; 12.1.2 the Participant which is not the Proposing Participant shall cease to have any rights to the production of Minerals or proceeds therefrom from operations in the Specified Area provided that the rights of the Proposing Participant will relate solely to the obtaining of exclusive rights to the proved and probable reserves in the three-dimensional physical area of the Specified Area, as described in the Feasibility Study with respect to the project in question, to the extent such reserves constitute the basis for the project, as presented to the Participants pursuant to Clause 10, but will not thereby obtain rights with respect to any other reserves. Any further Expansion within the Specified Area, but not constituting part of the Sole Risk Programme, will be subject to the procedure provided in Clause 11 for approval of Programmes, but with protections afforded to the holder of the Sole Risk Programme which are comparable to those afforded PT- FI with respect to the 10-K Reserves and the related PT-FI Available Assets. 12.2 All Sole Risk Programmes shall be conducted by the Operator appointed under this Agreement, unless it declines to act as operator with respect thereto, in which event the operator with respect thereto shall be the person designated as operator by the Participant for whose account the Sole Risk Venture is being conducted, subject to the reasonable approval of PT-FI. The Operator or other operator shall have, with respect to the Sole Risk Venture, the same powers, rights and obligations as are applicable to the Operator's activities with respect to Enterprise Operations. In the event of any conflict between the conduct of Enterprise Operations and a Sole Risk Programme, the Operator shall give priority to Enterprise Operations. 12.3 Should the Operator conduct a Sole Risk Programme on behalf of a Participant which is not also the Operator, the charges provided for in the Financial and Accounting Procedures with respect to such Sole Risk Programme shall be payable or repayable to the Operator upon demand. The Operator shall be authorised to establish such procedures as are reasonably necessary to obtain such payments from revenues otherwise payable to such Participant or to issue cash calls with respect thereto to such Participant. 12.4 Should the board of directors of any Participant determine, in any Year, not to participate in the proposed Exploration Programme for such Year as recommended by the Exploration Committee, or if no Programme is recommended by the Committee, the board of directors of either Participant may elect, upon 30 days' notice after having submitted a proposed Exploration Programme to the other Participant, to carry out such Programme as a Sole Risk Venture, unless within such period the other Participant elects to join in such Programme. If no such election by the other Participant is made, (a) if the proposed Programme is in Contract Area Block B, the declining Participant shall not be entitled to participate in that or any subsequent Exploration Programmes or in any subsequent Development Projects in Contract Area Block B other than any Development Projects already begun or pursuant to Exploration Programmes and subsequent Development Projects based on Feasibility Studies which have theretofore been approved, and (b) if the proposed Programme is in Contract Area Block A, the absence of any such election by the other Participant shall not affect that other Participant's rights to participate in any subsequent Exploration Programmes or in any subsequent Development Projects except that if the Participant which carries out the Programme as a Sole Risk Programme subsequently puts forward a proposal for Development based on such Sole Risk Programme, the other Participant shall not, in reaching a decision whether or not to participate in such Development Project, be entitled to see or use any data relating to such Exploration Sole Risk Programme.

Sole Risk. 12.1 If a Proposing Participant shall proceed with a Sole Risk Programme and unless otherwise agreed by the Participants, for so long as the Sole Risk Programme continues or the Proposing Participant continues to conduct operations on its own account in the Specified Area: 12.1.1 the Specified Area shall not be eligible for Joint Operations and the Proposing Participant shall have the exclusive right to carry out the Sole Risk Programme and any subsequent work programmes as it may think fit in the Specified Area at its sole risk and cost and the other Participant shall, to the extent necessary and so far as it is able and without prejudice to the existing Enterprise Operations, provide full rights of ingress, egress and regress to, from and over the Specified Area and the remainder of the Contract Area so that the Proposing Participant may exercise such right. Without prejudice to the generality of the foregoing, to the extent that the Sole Risk Venture requires the use of PT-FI Available Assets PT-FI support services or Joint Account Assets, and the use of these assets and support services does not prejudice then or later the conduct of Enterprise Operations, each of PT-FI and PT-RTZ (as appropriate) will make available and charge to the Sole Risk Venture the direct and allocable costs of providing such assets and services; 12.1.2 the Participant which is not the Proposing Participant shall cease to have any rights to the production of Minerals or proceeds therefrom from operations in the Specified Area provided that the rights of the Proposing Participant will relate solely to the obtaining of exclusive rights to the proved and probable reserves in the three-dimensional physical area of the Specified Area, as described in the Feasibility Study with respect to the project in question, to the extent such reserves constitute the basis for the project, as presented to the Participants pursuant to Clause 10, but will not thereby obtain rights with respect to any other reserves. Any further Expansion within the Specified Area, but not constituting part of the Sole Risk Programme, will be subject to the procedure provided in Clause 11 for approval of Programmes, but with protections afforded to the holder of the Sole Risk Programme which are comparable to those afforded PT- PT-FI with respect to the 10-K Reserves and the related PT-FI Available Assets. 12.2 All Sole Risk Programmes shall be conducted by the Operator appointed under this Agreement, unless it declines to act as operator with respect thereto, in which event the operator with respect thereto shall be the person designated as operator by the Participant for whose account the Sole Risk Venture is being conducted, subject to the reasonable approval of PT-FI. The Operator or other operator shall have, with respect to the Sole Risk Venture, the same powers, rights and obligations as are applicable to the Operator's activities with respect to Enterprise Operations. In the event of any conflict between the conduct of Enterprise Operations and a Sole Risk Programme, the Operator shall give priority to Enterprise Operations. 12.3 Should the Operator conduct a Sole Risk Programme on behalf of a Participant which is not also the Operator, the charges provided for in the Financial and Accounting Procedures with respect to such Sole Risk Programme shall be payable or repayable to the Operator upon demand. The Operator shall be authorised to establish such procedures as are reasonably necessary to obtain such payments from revenues otherwise payable to such Participant or to issue cash calls with respect thereto to such Participant. 12.4 Should the board of directors of any Participant determine, in any Year, not to participate in the proposed Exploration Programme for such Year as recommended by the Exploration Committee, or if no Programme is recommended by the Committee, the board of directors of either Participant may elect, upon 30 days' notice after having submitted a proposed Exploration Programme to the other Participant, to carry out such Programme as a Sole Risk Venture, unless within such period the other Participant elects to join in such Programme. If no such election by the other Participant is made, (a) if the proposed Programme is in Contract Area Block B, the declining Participant shall not be entitled to participate in that or any subsequent Exploration Programmes or in any subsequent Development Projects in Contract Area Block B other than any Development Projects already begun or pursuant to Exploration Programmes and subsequent Development Projects based on Feasibility Studies which have theretofore been approved, and (b) if the proposed Programme is in Contract Area Block A, the absence of any such election by the other Participant shall not affect that other Participant's rights to participate in any subsequent Exploration Programmes or in any subsequent Development Projects except that if the Participant which carries out the Programme as a Sole Risk Programme subsequently puts forward a proposal for Development based on such Sole Risk Programme, the other Participant shall not, in reaching a decision whether or not to participate in such Development Project, be entitled to see or use any data relating to such Exploration Sole Risk Programme.