The Petroleum Licensing (Exploration and Production) (Landward Areas) Regulations 2014

• (2) Any revocation under paragraph (1) is without prejudice to any obligation or liability incurred by the Licensee or imposed upon the Licensee by or under the terms and conditions of the licence.

Indemnity against third party claims

5

The Licensee must at all times keep the Secretary of State and the OGA effectually indemnified against all actions, proceedings, costs, charges, claims and demands whatsoever which may be made or brought against the Secretary of State or the OGA by any third party in relation to or in connection with these clauses or any matter or thing done or purported to be done in pursuance thereof.

Arbitration

6

• (1) If at any time any dispute, difference or question arises between the Licensee and the Secretary of State or the OGA as to any matter arising under or by virtue of these clauses or as to their respective rights and liabilities in respect thereof then the same may, except where it is expressly provided by these clauses that the matter or thing to which the same relates is to be determined, decided, directed, approved or consented to by the Secretary of State, be referred to arbitration as provided by paragraph (2).

• (2) The arbitration referred to in the foregoing paragraph must be by a single arbitrator who, in default of agreement between the Secretary of State or the OGA and the Licensee as to the appointment, must be appointed by the Lord Chief Justice of England.

Change in control of Licensee

40A

• (1) This clause applies if—

• (a) the Licensee is a company, or

• (b) where two or more persons are the Licensee, any of those persons is a company,

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

• (2) A change in control of a company is not permitted without the consent of the OGA.

• (3) 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.

• (4) 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).

• (5) The OGA may—

• (a) consent to the change in control unconditionally,

• (b) consent to the change in control subject to conditions, or

• (c) refuse consent to the change in control.

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

• (a) give the company an opportunity to make representations, and

• (b) consider any representations that are made.

• (7) 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.

• (8) 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—

• (a) conditions relating to the arrangements for the change in control, including the date by which it must occur,

• (b) conditions relating to the performance of activities permitted by this licence, and

• (c) financial conditions.

• (9) 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.

• (10) In this clause “the interested parties” means—

• (a) the company,

• (b) the person who (if consent were granted) would take control of the company, and

• (c) if the company and another person or persons are the Licensee, that other person or those other persons.

• (11) 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).

Power of revocation

Power of partial revocation

Power of partial revocation in respect of parts of the Licensed Area which are not Retention Areas or Development Areas

Arbitration