The Petroleum Licensing (Production) (Seaward Areas) Regulations 2008

These Regulations may be cited as the Petroleum Licensing (Production) (Seaward Areas) Regulations 2008 and shall come into force on 6th April 2008.

In these Regulations “seaward area production licence” has the meaning given in regulation 2 of the Petroleum Licensing (Applications) Regulations 2015.

For the purposes of section 4(1)(e) of the Petroleum Act 1998, the model clauses prescribed for F1seaward area production licences are those set out in the Schedule.

The model clauses prescribed for such licences by regulation 3(3) to (6) of, and Schedules 2 to 5 to, the Petroleum Licensing (Exploration and Production) (Seaward and Landward Areas) Regulations 2004^f1 shall not apply in relation to any licence granted after the commencement of these Regulations.

The Secretary of State must from time to time—

The report must in particular—

The first report under this regulation must be published before the end of the period of five years beginning with the day on which this regulation comes into force.

Subsequent reports under this regulation must be published at intervals not exceeding five years.

In this licence, the following expressions have the following meanings—

• “the Act” means the Petroleum Act 1998;

• “Block” means an area comprised in this licence which is delineated on the reference map deposited at the principal office of F1the F2OGA and to which a reference number was assigned at the date of this licence;

• “Development Scheme” has the meaning given by clause 27;

• F3...

• “Early Surrender Area” means the area (if any) specified as such in Schedule 5 to this licence;

• “Early Surrender Period” means the period (if any) specified as such in Schedule 5 to this licence;

• “Fragmented Licensed Area” means a Licensed Area consisting in two or more areas any one or more of which is separated from the others;

• “Half Year” means the period from 1st January to 30th June in any year and the period from 1st July to 31st December in any year;

• “Initial Licensed Area” means the area described in Schedule 1 to this licence on the date it was granted;

• F4“Initial Term” means the period beginning with the date on which this licence is granted and ending on the last day of Phase C;

• “Licensed Area” means the area for the time being in which the Licensee may exercise the rights granted by this licence;

• “the Licensee” means the person or persons to whom this licence is granted, his personal representatives and any person or persons to whom the rights conferred by this licence may lawfully have been assigned;

• “Mandatory Surrender Area” means the area specified as such in Schedule 5 to this licence;

• “the Minister” means F5the Secretary of State for Energy Security and Net Zero;

• F6“the OGA” means the Oil and Gas Authority;

• “Oil Field” has the meaning given in clause 27;

• “Petroleum” includes any mineral oil or relative hydrocarbon and natural gas existing in its natural condition in strata but does not include coal or bituminous shales or other stratified deposits from which oil can be extracted by destructive distillation;

• F7“Phase A” means the period (if any) of the Initial Term specified as such in Schedule 5 to this licence;

• “Promote Period” means the period (if any) specified as such in Schedule 5 to this licence;

• “Second Term” means the period specified as such in Schedule 5 to this licence;

• “Section” means a part of a Block comprising an area bounded by minute lines of latitude and longitude one minute apart respectively;

• “Start Date” means the date specified as such in Schedule 5 to this licence;

• “Third Term” means the period specified as such in Schedule 5 to this licence;

• “Well” includes borehole;

• “Work Programme” means the programme set out in Schedule 3 to this licence.

Any obligations which are to be observed and performed by the Licensee shall at any time at which the Licensee is more than one person be joint and several obligations.

This licence shall commence on the date on which it is granted.

Unless sooner determined under any of its provisions, this licence shall continue—

On expiry of the Third Term, this licence shall determine unless extended in accordance with clause 9.

Where a Phase A is specified but no Phase B is specified, this licence shall, unless the OGA in its discretion decides otherwise, automatically cease and determine on the expiry of Phase A in the event of failure by the Licensee before expiry of that phase to—

Where no Phase A is specified but a Phase B is specified, this licence shall, unless the OGA in its discretion decides otherwise, automatically cease and determine on the expiry of Phase B in the event of failure by the Licensee before expiry of that phase to—

Where both a Phase A and a Phase B are specified—

Where a deadline specified in the Work Programme for any action to be taken does not coincide with the date of expiry of any of Phases A, B and C, this licence shall, unless the OGA in its discretion decides otherwise, automatically cease and determine on the expiry of that deadline in the event of failure by the Licensee to take the action required by that deadline.

The OGA may decide that this licence shall not automatically cease and determine in accordance with paragraphs (1) to (4) of this clause only if the Licensee consents.

The relevant persons referred to in paragraphs (1)(c)(ii), (2)(c)(ii) and (3)(b)(iii)(bb) of this clause are—

This clause applies to an amendment to be made to the content of the Work Programme (including to the deadline for taking an action).

At any time not later than three months before the deadline for taking an action in the Work Programme the Licensee may give notice in writing to the OGA that the Licensee desires an amendment regarding that action, and the notice shall describe the proposed amendment.

The OGA may in its discretion permit a shorter notice period than the period of three months specified in paragraph (2).

Where notice is given, the OGA may in its discretion direct in writing that the Work Programme be amended as proposed.

This clause shall apply where an Early Surrender Area and an Early Surrender Period are specified.

No later than one month before the expiry of the Early Surrender Period, the Licensee F1may give notice in writing to the F2OGA indicating—

This licence shall automatically cease and determine on the expiry of the Early Surrender Period unless—

At any time not later than one month before the expiry of F1Phase C of the Initial Term, or such shorter notice period as the OGA may in its discretion permit, the Licensee may—

give notice in writing to the F3OGA in the manner hereinafter provided that he desires this licence to continue in force in relation to part of the Licensed Area (“the Continuing Part”).

Where the Licensee gives notice to the OGA in accordance with paragraph (1) of this clause such notice must indicate that he will determine this licence in relation to such part of the Licensed Area as shall be described by the Licensee in the notice (“the Surrendered Part”) in accordance with the requirements of paragraph (3) of this clause.

Subject to paragraph (4) of this clause, the Surrendered Part must consist in an area which, when taken together with any one or more areas previously surrendered, is no less than the Mandatory Surrender Area.

The Licensee shall not be obliged to surrender so much of the Licensed Area that following such surrender the Licensed Area comprises less than thirty Sections.

Any notice served in accordance with paragraph (1) of this clause shall specify a date not later than the expiry of F4Phase C of the Initial Term on which the Surrendered Part is to be surrendered.

This licence shall upon the option conferred by this clause being duly exercised but subject to the provisions of clause 3 of this licence continue in respect of the Continuing Part for the Second Term.

This clause applies to an extension to be made to Phase A or, as the case may be, to Phase B or Phase C of the Initial Term or to the Second Term (“the relevant phase or term”).

At any time not later than three months before expiry of the relevant phase or term, or such shorter notice period as the OGA may in its discretion permit, the Licensee may, subject to payment of the sums specified in Schedule 2 and to performance of the terms and conditions herein contained, give notice in writing to the OGA that the Licensee desires that phase or term to be extended for a further period.

Where such notice is given, the OGA may in its discretion direct in writing that the relevant phase or term be extended; and paragraph (2) of this clause shall apply to that phase or term as extended.

Any extension shall be for a period, and subject to such conditions, as the OGA may determine.

Where Phase C of the Initial Term or where the Second Term is extended, clause 3 shall apply in respect of the Initial Term or Second Term as extended.

Where Phase A or Phase B of the Initial Term is extended by a period, the subsequent phase of the Initial Term shall (without prejudice to paragraph (2)) be reduced by the same amount.

Where Phase C of the Initial Term is extended by a period, the Second Term shall (without prejudice to paragraph (2)) be reduced by the same amount.

Where the Second Term is extended by a period, the Third Term shall be reduced by the same amount.

At any time not later than three months before the expiry of the Second Term F1, or such shorter notice period as the OGA may in its discretion permit, the Licensee may, subject to payment of those sums specified in Schedule 2 and to performance of the terms and conditions herein contained, give notice in writing to the F2OGA that he desires this licence to continue as to a part of the Licensed Area (“the Producing Part”).

Such notice shall describe the Producing Part, which shall be an area that comprises no Section that is not wholly or in part the subject of a consent, approval or programme described in paragraph (3) of this clause.

If such notice is given this licence shall continue in force after the expiry of the Second Term as provided by the following paragraphs of this clause in the event that before such expiry—

Where this licence continues in force by virtue of this clause it shall, subject to the provisions of clause 3 of this licence, so continue during the Third Term.

Where this Licence is continued in force by virtue of clause 8 of this Licence to the end of the Third Term, the F2OGA, on application being made to F3it in writing not later than three months before the expiry of such period, may in F4its discretion agree with the Licensee that this Licence shall continue in force thereafter for such further period as the OGA and the Licensee may agree and subject to such modification of the terms and conditions of this licence (which modification may include making provision for any further extension of the term of this licence) as the OGA and the Licensee may then agree is appropriate.

The OGA may in its discretion accept an application for extension of this licence made less than three months before expiry of the Third Term.

Any area surrendered by the Licensee pursuant to clause 5, 6 or 10 of this licence and any area accordingly retained by him shall, unless the F1OGA has otherwise agreed in writing before the date on which the appropriate notice is given by the Licensee to the OGA —

The surrender by the Licensee of any area pursuant to clause 5, 6 or 10 of this licence shall not, unless the OGA has otherwise agreed in writing before the date on which the appropriate notice is given by the Licensee to the OGA, result in the creation of a Fragmented Licensed Area.

Upon the date on which any determination of this licence or any surrender of part of the Licensed Area in the manner provided for by any clause of this licence is to take effect the rights granted by this licence shall cease in respect of the Licensed Area or of the part so surrendered as the case may be but without prejudice to any obligation or liability imposed upon the Licensee or incurred by him under the terms of this licence prior to that date.

The Licensee shall make to the F1OGA as consideration for the grant of this Licence payments in accordance with Schedule 2 to this Licence.

The Licensee shall not by reason of determination of this Licence or surrender of any part of the Licensed Area be entitled to be repaid or allowed any sum payable to the OGA pursuant to this licence before the date of determination or surrender.

A notice, direction or other document authorised or required (in whatever terms) to be given to the Licensee by virtue of this licence is treated as given to the Licensee if it is given to the person specified by the Licensee under paragraph (2) at the address so specified.

The Licensee must supply the F1OGA with the name and address of a person to whom notices, directions and other documents are to be given.

The Licensee must ensure that, where there is a change in the person to whom, or the address to which, information should be sent in accordance with paragraph (2), the OGA is notified of the change as soon as is reasonably practicable.

If the Licensee fails to comply with paragraph (2) the OGA may give the Licensee a notice which—

The Licensee shall measure or weigh by a method or methods customarily used in good oilfield practice and from time to time approved by the F1OGA all Petroleum won and saved from the Licensed Area.

If and to the extent that the F2OGA so directs, the duty imposed by paragraph (1) of this clause shall be discharged separately in relation to Petroleum won and saved—

If and to the extent that the F3OGA so directs, the preceding provisions of this clause shall apply as if the duty to measure or weigh Petroleum included a duty to ascertain its quality or composition or both; and where a direction under this paragraph is in force, the following provisions of this clause shall have effect as if references to measuring or weighing included references to ascertaining quality or composition.

The Licensee shall not make any alteration in the method or methods of measuring or weighing used by him or in any appliances used for that purpose without the consent in writing of the F4OGA and the OGA may in any case require that no alteration shall be made save in the presence of a person authorised by the OGA.

The F5OGA may from time to time direct that any weighing or measuring appliance shall be tested or examined in such manner, upon such occasions or at such intervals and by such persons as may be specified by the F6OGA’s directionF7....

If any measuring or weighing appliance shall upon any such test or examination as is mentioned in paragraph (5) of this clause be found to be false or unjust the same shall if the F8OGA so determines after considering any representations in writing made by the Licensee be deemed to have existed in that condition during the period since the last occasion upon which the same was tested or examined pursuant to paragraph (5) of this clause.

The Licensee shall keep within the United Kingdom full and correct accounts in a form from time to time approved by the F1OGA of—

The quantities of Petroleum stated in such accounts may exclude any water separated from the Petroleum and shall be expressed as volumes in cubic metres measured at, or calculated as if measured at, a temperature of 15° Celsius and a pressure of 1.0132 bar but if the OGA serves notice in writing on the Licensee determining any other manner in which any quantity of Petroleum or any quantity of any form of Petroleum is to be expressed that quantity shall be so expressed.

Such accounts shall state separately the quantities of petroleum used for the purposes of carrying on drilling and production operations and pumping to field storage, and quantities not so used, and in the case of Petroleum not in the form of gas shall state the specific gravity of the Petroleum and, if Petroleum of different specific gravities has been won and saved, the respective quantities of Petroleum of each specific gravity.

The Licensee shall within two months after the end of each Half Year in which this licence is in force and within two months after the expiration or determination of this licence deliver to the OGA an abstract in a form from time to time approved by the OGA of the accounts for that Half Year or for the period prior to such expiration or determination as the case may be.

The Licensee shall before the expiry of F1Phase C of the Initial Term carry out the Work Programme.

If at any time the F2OGA serves a notice in writing on the Licensee requiring him to submit to the OGA, before a date specified in the notice, an appropriate programme for exploring for Petroleum in the Licensed Area during a period so specified, the Licensee shall comply with the notice; and for the purposes of this paragraph an appropriate programme is one which any person who, if he—

could reasonably be expected to carry out during the period specified in the notice, and that period must be within the term of this licence.

If a programme is submitted to the F3OGA in consequence of a notice served by F4it in pursuance of paragraph (2) of this clause, then—

Where notice in respect of a programme is served on the Licensee in pursuance of paragraph (3) of this clause the Licensee shall either—

and where it is determined in consequence of any reference to arbitration in pursuance of sub-paragraph (a) of this paragraph that the programme in question does not satisfy the Relevant Requirements the Licensee shall submit to the OGA, as soon as possible after the date of the determination, a further programme which satisfies the Relevant Requirements.

The Licensee shall carry out any programme submitted by him in pursuance of this clause as to which either—

and any programme approved by the OGA in pursuance of this paragraph shall be deemed for the purposes of this licence to satisfy the Relevant Requirements.

Where, in consequence of any breach or non-observance by the Licensee of any provision of paragraph (2), (4) or (5) of this clause, the F10OGA has power by virtue of paragraph (1) of clause 41 of this licence to revoke this licence, F11it may if it thinks fit exercise that power in relation to such part only of the Licensed Area as it may specify; and where it does so the rights granted by this licence shall cease in respect of the specified part of that area without prejudice to any obligation or liability imposed upon the Licensee or incurred by him under the terms of this licence.

Where the Licensee has a duty by virtue of this clause to carry out a programme during a part of the term of this licence, the F12OGA may serve notice in pursuance of paragraph (2) of this clause in respect of another part of that term.

The Licensee shall not—

except with the consent in writing of the F1OGA or in accordance with a programme which the OGA has approved or served on the Licensee in pursuance of the following provisions of this clause.

The Licensee shall prepare and submit to the F2OGA, in such form and by such time and in respect of such period during the term of this licence as the OGA may direct, a programme specifying—

If the F3OGA directs the Licensee—

the Licensee shall comply with the direction.

It shall be the duty of the F4OGA expeditiously to consider any programme submitted to F5it in pursuance of paragraph (2) of this clause and when F6it has done so to give notice in writing to the Licensee stating—

and a notice in pursuance of sub-paragraph (b) of this paragraph may contain different conditions in respect of different works but shall not be given unless the F10OGA is satisfied that the condition mentioned in the notice is required in the national interest.

Where the F11OGA gives notice of rejection of a programme in pursuance of sub-paragraph (c) of paragraph (4) of this clause, then—

If the F15OGA gives notice in writing to the Licensee that the OGA approves the modifications of a programme which have been submitted to F16it in pursuance of sub-paragraph (c) of paragraph (5) of this clause, the programme with those modifications shall be deemed to be approved by the OGA; but if the Licensee fails to perform the duty imposed on him by that sub-paragraph the OGA may, if F17it thinks fit, instead of revoking this licence in consequence of the failure, serve on the Licensee such a programme as the OGA considers that the Licensee should have submitted to it in respect of the area and period to which the rejected programme related.

Where the F18OGA proposes to approve a programme subject to a condition in pursuance of paragraph (4)(b) of this clause or to reject a programme in pursuance of paragraph (4)(c) of this clause or to serve a programme on the Licensee in pursuance of paragraph (6) of this clause F19it shall before doing so—

The Licensee shall carry out any programme approved or served on him by the F22OGA in pursuance of this clause or, if such a programme is varied in pursuance of clause 18 of this licence, the programme as so varied except in so far as the Licensee is authorised in writing by the OGA to do otherwise or is required to do otherwise by such a condition as is mentioned in paragraph (4)(b) of this clause; but if it is necessary to carry out certain works in order to comply with provisions included in a programme by virtue of paragraph (5)(c) of this clause or provisions of a programme served on the Licensee in pursuance of paragraph (6) of this clause or provisions of a programme as varied in pursuance of clause 18 of this licence, then, notwithstanding anything in the programme as to the time when those provisions are to be complied with, the Licensee shall not be treated as having failed to comply with those provisions before the expiration of the period reasonably required for carrying out the works.

In this clause “Relevant Works” means any structures and any other works whatsoever which are intended by the Licensee to be permanent and are neither designed to be moved from place to place without major dismantling nor intended by the Licensee to be used only for searching for Petroleum.

A consent given by the F1OGA in pursuance of clause 17(1) of this licence may be given subject to such conditions as are specified in the document signifying the consent and may in particular, without prejudice to the generality of the preceding provisions of this paragraph, be limited to a period so specified.

Where—

the OGA may give to the Licensee, with the notice given or the programme served as mentioned in sub-paragraph (a) of this paragraph or, in a case falling within sub-paragraph (b) of this paragraph, within the period of three months beginning with the date of the arbitrator’s or arbiter’s determination, a notice (hereafter in this clause referred to as a “Limitation Notice”) authorising the OGA, by a further notice given to the Licensee from time to time after the expiration of the period specified in the Limitation Notice, to provide that the programme to which the Limitation Notice relates shall have effect while the further notice is in force with the substitution for any quantity of Petroleum or any period specified in the programme in pursuance of clause 17(2)(c) of this licence of a different quantity of Petroleum or a different period specified in the further notice.

A quantity or period specified in such a further notice as that to be substituted for a quantity or period which is specified in the programme in question shall be such as to secure that the expenditure to be incurred by the Licensee in complying with the further notice, in a case where an effect of the notice is to increase the quantity of Petroleum which the Licensee is required to get from the Licensed Area in any period, is less than the cost of drilling a new Well in the Licensed Area at the time when the further notice is given.

Where the F3OGA proposes to give a Limitation Notice or any such further notice as aforesaid F4it shall before doing so—

and the F7OGA shall not give such a further notice of which an effect is to increase the quantity of Petroleum which the Licensee is required to get from the Licensed Area during any period unless the OGA is satisfied that the notice is required by reason of a national emergency and shall not give any other such further notice as aforesaid unless F8it is satisfied that the notice is required in the national interest.

A Limitation Notice or any such further notice as aforesaid may—

and the OGA may revoke such a further notice at a particular time by serving on the Licensee a notice in writing stating that the further notice is revoked at that time.

Any question arising under clause 17 of this licence or this clause as to what is, is not or is required in the national interest or as to what is, is not or is required by reason of, a national emergency shall be determined by the F10OGA .

The Licensee shall ensure that any conditions to which an approval is subject in pursuance of clause 17(4)(b) of this licence or to which a consent is subject in pursuance of paragraph (1) of this clause are complied with.

If in respect of part of the Licensed Area—

paragraph (1) of clause 41 of this licence shall not authorise the OGA to revoke this licence in relation to that part of the Licensed Area in consequence of any breach or non-observance, while the consent is in force or during the period to which the programme relates, of any provision of the said clause 17 in connection with a different part of the Licensed Area.

Where in consequence of any breach or non-observance by the Licensee of any provision of clause 17 of this licence the F12OGA has power by virtue of paragraph (1) of clause 41 of this licence to revoke this licence or, in consequence of paragraph (8) of this clause, to revoke it in respect of part only of the Licensed Area, F13it may if it thinks fit—

and where in consequence of the said paragraph (8) or by virtue of the preceding provisions of this paragraph the F16OGA revokes this licence in respect of a part or portion of the Licensed Area, the rights granted by this licence shall cease in respect of that part or portion without prejudice to any obligation or liability imposed upon the Licensee or incurred by him under the terms of this licence.

The Licensee shall not commence or recommence the drilling of any Well without the consent in writing of the F1OGA.

Subject to paragraph (6), the Licensee shall not abandon any Well without the consent in writing of the F2OGA.

The Licensee shall ensure compliance with any conditions subject to which any consent under either of the foregoing paragraphs is given.

If any such condition under paragraph (1) of this clause relates to the position, depth or direction of the Well, or to any casing of the Well or if any condition under either paragraph (1) or paragraph (2) of this clause relates to any plugging or abandoning of the Well, the F3OGA may from time to time direct that the Well and all records relating thereto shall be examined in such manner, upon such occasions or at such intervals and by such person as may be specified by the F4OGA’s direction and the Licensee shall pay to any such person or to the OGA such fees and expenses for such examination as the OGA may specify.

The plugging of any Well shall be done in accordance with a specification approved by the F5OGA applicable to that Well or to Wells generally or to a class of Wells to which that Well belongs and shall be carried out in an efficient and workmanlike manner.

The F6OGA may at any time give the Licensee a notice requiring a well drilled pursuant to this licence to be plugged and abandoned in accordance with paragraph (5) within the period specified in the notice (but this paragraph is subject to paragraphs (8) and (9)).

The Licensee shall comply with any notice under paragraph (6).

A notice under paragraph (6) may not be given less than one month before the expiry or determination of the Licensee’s rights under this licence in relation to the area, or the part of the area, in which the well is drilled.

A notice under paragraph (6) may be given only in relation to a well from which the Licensee has not extracted any petroleum within the period of one month ending with the day on which the notice is given.

Subject to paragraphs (6) to (7) and (11) and (12) of this clause, any Well drilled by the Licensee pursuant to this licence shall be plugged and abandoned in accordance with paragraphs (2), (3), (4) and (5) of this clause, not less than one month before the expiry or determination of the Licensee’s rights in respect of the area or part thereof in which that Well is drilled.

A direction by the F7OGA may be given by notice in writing to the Licensee not less than one month before the Licensee’s rights in respect of the area or part thereof in which the Well is situate expire or determine so as to relieve the Licensee of the obligation imposed by paragraph (10) of this clause to plug and abandon the Well.

Where the F8OGA revokes this licence, any Well drilled by the Licensee pursuant to this licence shall—

Any well that, pursuant to a direction by the F9OGA under paragraph (11) of this clause, has not been plugged and abandoned, shall be left in good order and fit for further working together with all casings and any Well head fixtures the removal whereof would cause damage to such wells.

All casings and fixtures forming part of a Well and left in position at the expiry or determination (whether by revocation or otherwise) of the Licensee’s rights in respect of the area or part thereof in which that Well is drilled, or at the completion of any works required of the Licensee under paragraph (12) of this clause (whichever is the later), shall be the property of the F10OGA.

The Licensee shall not suspend work on the drilling of a Development Well, or having suspended it in accordance with this paragraph shall not begin it again, except with the consent in writing of the F1OGA and in accordance with the conditions, if any, subject to which the consent is given.

When work on the drilling of a Development Well is suspended in accordance with paragraph (1) of this clause, the Licensee shall forthwith furnish the OGA with such information relating to the Well as the OGA may specify.

The Licensee—

In this clause—

• “Completion Work”, in relation to a Well, means work, by way of the installation of a casing or equipment or otherwise after the Well has been drilled, for the purpose of bringing the Well into use as a Development Well; and

• “Development Well” means a Well which the Licensee uses or intends to use in connection with the getting of Petroleum in the Licensed Area, other than a Well which for the time being he uses or intends to use only for searching for Petroleum.

The Licensee shall maintain all apparatus and appliances and all Wells in the Licensed Area which have not been abandoned and plugged as provided by clause 19 of this licence in good repair and condition and shall execute all operations in or in connection with the Licensed Area in a proper and workmanlike manner in accordance with methods and practice customarily used in good oilfield practice and without prejudice to the generality of the foregoing provision the Licensee shall take all steps practicable in order—

The Licensee shall comply with any instructions from time to time given by the Minister F1or the OGA in writing relating to any of the matters set out in the foregoing paragraph. If the Licensee objects to any such instruction on the ground that it is unreasonable he may, within fourteen days from the date upon which the same was given, refer the matter to arbitration in manner provided by clause 43 of this licence.

Notwithstanding anything in the preceding provisions of this clause, the Licensee shall not—

except with the consent in writing of the F2OGA and in accordance with the conditions, if any, of the consent.

An application for consent in pursuance of paragraph (3) of this clause must be made in writing to the F3OGA and must specify the date on which the Licensee proposes to begin the flaring or use in question; and subject to paragraph (5) of this clause that date must not be before the expiration of the period of two years beginning with the date when the OGA receives the application.

If the F4OGA gives notice in writing to the Licensee stating that, in consequence of plans made by the Licensee which the OGA considers are reasonable, the OGA will entertain an application for consent in pursuance of paragraph (3) of this clause which notice specifies a date after the expiration of a period mentioned in the notice which is shorter than the period mentioned in paragraph (4) of this clause, an application made in consequence of the notice may specify, as the date on which the applicant proposes to begin the flaring or use in question, a date after the expiration of that shorter period.

Before deciding to withhold consent or to grant it subject to conditions in pursuance of paragraph (3) of this clause, the F5OGA shall give the Licensee an opportunity to make representations in writing to the OGA about the technical and financial factors which the Licensee considers are relevant in connection with the case and shall consider any such representations then made to F6it by the Licensee.

Consent in pursuance of paragraph (3) of this clause shall not be required for any flaring which, in consequence of an event which the Licensee did not foresee in time to deal with it otherwise than by flaring, is necessary in order—

but when the Licensee does any flaring which is necessary as aforesaid he shall forthwith inform the F7OGA that he has done it and shall, in the case of flaring to maintain a flow of Petroleum, stop that flaring upon being directed by the OGA to do so.

The Licensee shall give notice to the F8OGA of any event causing the escape or waste of Petroleum, damage to Petroleum-bearing strata or the entrance of water through Wells to Petroleum-bearing strata except for the purposes of secondary recovery forthwith after the occurrence of that event and shall, forthwith after the occurrence of any event causing the escape of Petroleum into the sea, give notice of the event to the Chief Inspector of Her Majesty’s Coastguard.

The Licensee shall comply with any reasonable instructions from time to time given by the F9OGA with a view to ensuring that funds are available to discharge any liability for damage attributable to the release or escape of Petroleum in the course of activities connected with the exercise of rights granted by this licence; but where the OGA proposes to give such instructions F10it shall before giving them—

The Licensee shall ensure that another person (including, in the case where the Licensee is two or more persons, any of those persons) does not exercise any function of organising or supervising all or any of the operations of searching or boring for or getting Petroleum in pursuance of this licence unless that other person is a person approved in writing by the F1OGA and the function in question is one to which that approval relates.

The OGA shall not refuse to give F2its approval of a person in pursuance of paragraph (1) of this clause if that person is competent to exercise the function in question, but where an approved person is no longer competent to exercise that function the OGA may, by notice in writing given to the Licensee, revoke its approval.

The Minister F1or the OGA may from time to time give to the Licensee instructions in writing as to the training of persons employed or to be employed, whether by the Licensee or by any other person, in any activity which is related to the exercise of the rights granted by this licence and the Licensee shall ensure that any instructions so given are complied with.

The Minister F2or the OGA shall not give instructions in pursuance of paragraph (1) of this clause unless F3the Minister or the OGA (as applicable) has consulted as to the provisions proposed to be included in such instructions the Petroleum Industry Training Board or such other body of a like nature as may from time to time be carrying on activities of a substantially similar kind to those at present performed by the said Board.

The Licensee shall furnish the Minister F4or the OGA with such information relating to the training of persons referred to in paragraph (1) of this clause as the Minister or the OGA may from time to time request.

If at any time at which this licence is in force the F1OGA shall be satisfied that the strata in the Licensed Area or any part thereof form part of a single geological Petroleum structure or Petroleum field (hereinafter referred to as “an Oil Field”) other parts whereof are formed by strata in areas in respect of which other licences granted in pursuance of the Act are then in force and the OGA shall consider that it is in the national interest in order to secure the maximum ultimate recovery of Petroleum and in order to avoid unnecessary competitive drilling that the Oil Field should be worked and developed as a unit in co-operation by all persons including the Licensee whose licences extend to or include any part thereof the following provisions of this clause shall apply.

Upon being so required by notice in writing by the F2OGA the Licensee shall co-operate with such other persons, being persons holding licences under the Act in respect of any part or parts of the Oil Field (hereinafter referred to as “the other Licensees”) as may be specified in the said notice in the preparation of a scheme (hereinafter referred to as “a Development Scheme”) for the working and development of the Oil Field as a unit by the Licensee and the other Licensees in co-operation, and shall, jointly with the other Licensees, submit such scheme for the approval of the OGA.

The said notice shall also contain or refer to a description of the area or areas in respect of which the F3OGA requires a Development Scheme to be submitted and shall state the period within which such scheme is to be submitted for approval by the OGA.

If a Development Scheme is not submitted to the F4OGA within the period so stated or if a Development Scheme so submitted is not approved by the OGA, the OGA may F5itself prepare a Development Scheme which shall be fair and equitable to the Licensee and all other Licensees, and the Licensee shall perform and observe all the terms and conditions thereof.

If the Licensee objects to any such Development Scheme prepared by the F6OGA he may within 28 days from the date on which notice in writing of the said scheme shall have been given to him by the OGA refer the matter to arbitration in the manner provided by clause 43 of this licence.

Any such Development Scheme or the award of any arbitrator or arbiter in relation thereto shall have regard to any direction pursuant to clause 28 of this licence in force at the date of such scheme.

Where the F1OGA is satisfied that any strata in the Licensed Area or any part thereof form part of an Oil Field, other parts whereof are in an area to which the F2OGA’s powers to grant licences pursuant to the Act do not apply and the OGA is satisfied that it is expedient that the Oil Field should be worked and developed as a unit in co-operation by the Licensee and all other persons having an interest in any part of the Oil Field, the OGA may from time to time by notice in writing give to the Licensee such directions as the OGA may think fit, as to the manner in which the rights conferred by this licence shall be exercised.

The Licensee shall observe and perform all such requirements in relation to the Licensed Area as may be specified in any such direction.

Any such direction may add to, vary or revoke the provisions of a Development Scheme.

The Licensee shall keep accurate records in a form from time to time approved by the F1OGA of the drilling, deepening, plugging or abandonment of all Wells and of any alterations in the casing thereof. Such records shall contain particulars of the following matters—

The Licensee shall keep within the United Kingdom accurate geological plans and maps relating to the Licensed Area and such other records in relation thereto as may be necessary to preserve all information which the Licensee has about the geology of the Licensed Area.

The Licensee shall deliver copies of the said records, plans and maps referred to in the two foregoing paragraphs to the OGA when requested to do so either—

The Licensee shall furnish to the F1OGA on the first anniversary of the Start Date, and at intervals of three months thereafter during the period in which this licence is in force, a return in a form from time to time approved by the OGA of the progress of his operations in the Licensed Area. Such return shall contain—

Within two months after the end of each calendar year which falls wholly or partly within the period in which this licence is in force and within two months after the expiration or determination of this licence or any renewal thereof the Licensee shall furnish to the OGA an annual return in a form from time to time approved by the OGA of the operations conducted in the Licensed Area during that year or the period prior to such expiration or determination as the case may be together with a plan upon a scale approved by the OGA showing the situation of all Wells. The Licensee shall also indicate on the said plan all development and other works executed by him in connection with searching, boring for or getting Petroleum.

The Licensee shall furnish the OGA with such information as the OGA may from time to time request about any aspect of activities of the Licensee which are attributable directly or indirectly to the grant of this licence, except that the Licensee shall not by virtue of this paragraph be required to furnish information in respect of his activities in connection with any crude oil after he has appropriated it for refining by him.

The functions of the OGA under paragraph (3) shall be exercisable concurrently by the Chancellor of the Exchequer.

The Licensee shall comply with any request for information made in accordance with paragraph (3) above either—

As far as reasonably practicable the Licensee shall correctly label and preserve for reference for a period of five years samples of the sea bed and of the strata encountered in any Well and samples of any Petroleum or water discovered in any Well in the Licensed Area.

The Licensee shall not dispose of any sample after the expiry of the said period of five years unless—

The F5OGA shall be entitled at any time—

The Licensee shall forthwith comply with any request for the delivery of the whole or any part of any sample which is made in accordance with the preceding provisions of this clause.

the F2OGA shall be entitled at any time to make use of any of the specified data for the purpose of preparing and publishing such returns and reports as may be required of the OGA by law;

the F3OGA shall be entitled at any time to furnish any of the specified data to the Natural Environment Research Council and to any other body of a like nature as may from time to time be carrying on activities of a substantially similar kind to the geological activities at present carried on by the said Council;

the F4OGA, the said Council and any such other body shall be entitled at any time to prepare and publish reports and surveys of a general nature using information derived from any of the specified data;

the F5OGA, the said Council and any other such body shall be entitled to publish any of the specified data of a geological, scientific or technical kind either—

permit any person F1... who is appointed by the F2OGA for the purpose to inspect, and to take copies of and make notes from, all books, papers, maps and other records of any kind kept by the Licensee in pursuance of this licence or in connection with activities about which the OGA is entitled to obtain information in pursuance of clauses 26(3) and 30(3) of this licence; and

furnish that person at reasonable times with such information and provide him at reasonable times with such reasonable assistance as he may request in connection with or arising out of an inspection in pursuance of this clause.

to examine the installations, Wells, plant, appliances and works made or executed by the Licensee in pursuance of the licence and the state of repair and condition thereof; and

to execute any works or to provide and install any equipment which the F2OGA may be entitled to execute or provide and install in accordance with the provisions hereof.

This clause applies in respect of any part of the Licensed Area situated within the English or Northern Irish areas as defined in article 1(2) of the Civil Jurisdiction (Offshore Activities) Order 1987.

If and whenever any of the payments mentioned in clause 12(1) of this licence or any part thereof shall be in arrear or unpaid for 28 days next after any of the days whereon the same ought to be paid (whether the same shall have been legally demanded or not) then and so often as the same may happen the F1OGA may (as an additional remedy and without prejudice to any other rights and remedies to which F2it would be entitled) enter into and upon any of the Licensee’s installations and equipment used or to be used in connection with searching, boring for or getting Petroleum in the Licensed Area and may seize and distrain and sell as a landlord may do for rent all or any of the stocks of Petroleum, engines, machinery, tools, implements, chattels and other effects belonging to the Licensee which shall be found in or upon or about any of the Licensee’s installations and equipment so entered upon and out of the moneys arising from the sale of such distress may retain and pay all the arrears of the said payments and also the costs and expenses of and incident to such distress and sale and shall pay the surplus (if any) to the Licensee.

This clause applies in respect of any part of the Licensed Area situated within the Scottish area as defined in article 1(2) of the Civil Jurisdiction (Offshore Activities) Order 1987.

If and whenever any of the payments mentioned in clause 12(1) of this licence or any part thereof shall be in arrear or unpaid for 28 days next after any of the days whereon the same ought to be paid (whether the same shall have been legally demanded or not), then and so often as the same may happen the F1OGA may (as an additional remedy and without prejudice to any other rights and remedies to which F2it would be entitled) do diligence in respect thereof in like manner as a landlord may do diligence in respect of unpaid arrears of rent and such diligence shall be effectual to attach all or any of the stocks of Petroleum, engines, machinery, tools, implements and other effects belonging to the Licensee which shall be found on or about any of the Licensee’s installations and equipment used or to be used in connection with searching, boring for or getting Petroleum in the Licensed Area, and where in pursuance of such a diligence a sale of such effects as shall have been attached thereby takes place the F3OGA may out of the proceeds thereof retain and pay all the arrears of the said payments and also the expenses of such incident to such diligence and sale and shall pay the surplus thereof (if any) to the Licensee.

The Licensee shall not, except with the consent in writing of the F1OGA and in accordance with the conditions (if any) of the consent do anything whatsoever whereby, under the law (including the rules of equity) of any part of the European Union or of any other place, any right granted by this licence or derived from a right so granted becomes exercisable by or for the benefit of or in accordance with the directions of another person.

An agreement permitting the carrying out of geological surveys by physical or chemical means in the Licensed Area is not prohibited by paragraph (1) of this clause if the person by whom such surveys are to be carried out is—

and if the information intended to be obtained by such survey is reasonably necessary to enable that holder more efficiently to exercise the rights granted by the licence which he holds from the OGA.

The Licensee shall not enter into any agreement providing for a person other than the Licensee to become entitled to, or to any proceeds of sale of, any Petroleum which, at the time when the agreement is made, has not been but may be won and saved from the Licensed Area unless the terms of the agreement have been approved in writing by the OGA either unconditionally or subject to conditions, but the preceding provisions of this paragraph do not apply to—

The Licensee shall not, without the consent of the OGA, dispose of any Petroleum won and saved in the Licensed Area or any proceeds of sale of such Petroleum in such a manner that the disposal does, to the knowledge of the Licensee or without his knowing it, fulfil or enable another person to fulfil obligations which a person who controls the Licensee, or a person who is controlled by a person who controls the Licensee, is required to fulfil by an agreement which, if the person required to fulfil the obligations were the Licensee, would be an agreement of which the terms require approval by virtue of paragraph (3) of this clause; and F2for the purposes of this paragraph, whether a person has control of another person is to be determined as if sections 450(2) to (4) and 451(1) to (5) of the Corporation Tax Act 2010 apply subject to the following modifications—

Where the Licensee is two or more persons, then, without prejudice to the preceding provisions of this clause, none of those persons shall enter into an agreement with respect to the entitlement of any of them to—

unless the terms of the agreement have been approved in writing by the OGA, but the preceding provisions of this paragraph do not apply to an agreement for the sale, or for the proceeds of such sale, of such Petroleum under which the price is payable after the Petroleum is won and saved and an agreement in so far as it provides that, after any Petroleum has been won and saved from the Licensed Area, it shall be exchanged for other Petroleum.

This clause applies if—

and references in this clause to a company are to such a company.

A change in control of a company is not permitted without the consent of the OGA.

There is a “change in control” of a company if a person takes control of the company, not having previously been a person who controlled the company.

If a change in control of a company is contemplated, the company must apply in writing to the OGA for consent at least three months before the date on which it is proposed that the change would occur (if consent were given).

The OGA may—

If the OGA proposes to grant consent subject to any condition or to refuse consent, the OGA must, before making a final decision—

The general rule is that the OGA must decide an application within three months of receiving it, but the OGA may delay its decision by notifying the interested parties in writing.

Conditions as mentioned in paragraph (5)(b) may be imposed on the person taking control of the company (as well as on the company), and may include—

The OGA’s decision on the application, and any conditions as mentioned in paragraph (5)(b), must be notified in writing to the interested parties.

In this clause “the interested parties” means—

For the purposes of this clause, “control” of a company is to be construed in accordance with sections 450(2) to (4) and 451(1) to (5) of the Corporation Tax Act 2010, modified as specified in clause 40(4).

If any of the events specified in the following paragraph shall occur then and in any such case the F1OGA may revoke this licence and thereupon the same and all the rights hereby granted shall cease and determine but subject nevertheless and without prejudice to any obligation or liability incurred by the Licensee or imposed upon him by or under the terms and conditions hereof.

The events referred to in the foregoing paragraph are—

and where two or more persons are the Licensee any reference to the Licensee in sub-paragraphs (c) to (h) F4or (k) or (l) of this paragraph is a reference to any of those persons.

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This clause applies in a case where two or more persons are the Licensee and—

Where this clause applies, the F3OGA may exercise the power of revocation in clause 41 to revoke the licence in so far as it applies to the person mentioned in paragraph (1)(a) F4, (b), (c) or (d).

If the OGA exercises the power in paragraph (2), the rights granted to the person under this licence cease, but without prejudice to any obligation or liability incurred by the person or imposed under the terms and conditions of this licence.

Where this licence is revoked in relation to one person under this clause, it continues to have effect in respect of the other person who constitutes, or persons who together constitute, the Licensee and in relation to whom it is not revoked.

If at any time any dispute, difference or question shall arise between the Minister F2or the OGA and the Licensee as to any matter arising under or by virtue of this licence or as to their respective rights and liabilities in respect thereof then the same shall, except where it is expressly provided by this licence that the matter or thing to which the same relates is to be determined, decided, directed, approved or consented to by the Minister or the OGA, be referred to arbitration as provided by the following paragraphs.

The arbitration referred to in the foregoing paragraph shall be by a single arbitrator who, in default of agreement between the Minister F3or the OGA and the Licensee and, in the case of arbitration in relation to a Development Scheme, other Licensees affected by that scheme, as to his appointment, shall be appointed by the Lord Chief Justice of England for the time being.

To the extent that this clause applies to any part of the Licensed Area situated within the Scottish area, as defined in article 1(2) of the Civil Jurisdiction (Offshore Activities) Order 1987, this clause shall have effect as if—

To the extent that this clause applies to any part of the Licensed Area situated within the Northern Irish area, as defined in article 1(2) of the Civil Jurisdiction (Offshore Activities) Order 1987, this clause shall have effect as if for the words “the Lord Chief Justice of England”, in paragraph (2), there were substituted the words “the Lord Chief Justice of Northern Ireland”.

In the case of any such arbitration which relates to a Development Scheme the Licensee shall unless the arbitrator otherwise determines perform and observe the terms and conditions of the Development Scheme pending the decision of the arbitrator.

The Licensee shall give the Ministry of Defence six months’ prior notice of any installation movements within a Block.

The Licensee shall give the Ministry of Defence six weeks’ prior notice of any seismic survey within a Block.

The Licensee shall at his own expense, install and maintain underwater sonar beacons to Ministry of Defence specifications on any structures that may be temporarily within a Block provided that there shall be no requirement to fit such beacons to fixed and charted installations.

The Licensee shall appoint a fisheries liaison officer who shall agree suitable arrangements with the seismic survey and supply vessel owners employed by the Licensee, their masters and the organisations which represent the local fishing industry in order to promote good working relationships between the various parties. The setting up of the arrangements shall be the responsibility of the Licensee. In particular the Licensee shall—

The Licensee shall make every effort to locate and remove, without unreasonable delay, any debris resulting from the licensed activities. The Licensee shall consult the relevant fishing organisations on the method of clearance and inform the F4OGA of the result of such consultation. If as a result of such consultation the OGA determines that the method of clearance of debris should be modified, such modifications shall be observed by the Licensee.

Claims for damage to or loss of gear or loss of fishing time arising from reported debris shall be dealt with promptly by the Licensee.