Lawyers, other representatives, expert(s), tribunal’s secretary

Final Award

I. INTRODUCTION AND BACKGROUND

1.
This is the Final Award in respect of this Ad Hoc Arbitration between Nigerian Agip Exploration Limited, and Oando OML 125 & 134 Limited, (collectively Claimants) and Nigerian National Petroleum Corporation ("NNPC" or "Respondent").
2.
The Tribunal rendered a Partial Award dated 3 October 2011 ("Partial Award"). All of the terms and provisions of the Partial Award are fully incorporated into this Final Award and made a part hereof. Ail abbreviations and defined terms used in this document are the same as those contained in the Partial Award.
3.
The only reason that the Partial Award was not final is due to issues relating to the calculation of monetary relief. As stated in the Partial Award:

257. The Claimants have prepared damages calculations as of 31 January 2011 based on prevailing on all issues of liability. These calculations need to be updated to reflect the Tribunal’s determinations on the liability issues, as well as the passage of time. Accordingly, the Tribunal determines that it will issue this Award as a Partial Award and, hereafter, issue a Final Award following further proceedings on issues relating to monetary relief.

258. While this Award has been made as a Partial Award solely to resolve issues concerning the calculation of monetary relief, all other findings of fact and conclusions of law stated, and relief granted, in this Award are final and binding.

259. This Partial Award is signed by a majority of the members of the Tribunal. The signature of Dorothy Ufot is absent because she does not assent to the Partial Award.1

4.
Thereafter, by email of 10 October 2011, the Chairman of the Tribunal invited Claimants to furnish their updated and revised damages in accordance with the terms of the Partial Award, on or before 31 October 2011.
5.
Before Claimants could comply with the request for updating and revising the final damages, Respondent commenced proceedings in the Federal High Court in Abuja, seeking to set aside the Partial Award. In addition, NNPC sought and obtained an ex parte order to restrain the progress and completion of the Arbitration ("Order"). According to the terms of the Order, Claimants were prevented, inter alia, from:

... taking and or continuing to take any further step in the Arbitral proceedings and particularly from submitting an updated and revised damages in accordance with the Partial Award or any other monetary claims pursuant to the Award dated 3d October 2011 pending the hearing and determination of the Motion on Notice for Interlocutory injunction filed before this Honourable Court is granted (order, para. 3)

6.
In light of the Order, Claimants wrote to inform the Tribunal on 28 October 2011 that they were "currently unable to comply with the Tribunal's direction dated 10 October 2011 to 'furnish their updated and revised damages in accordance with the terms of the Partial Award on or before 31 October 2011.'"
7.
By email of 30 October 2011, the Tribunal stated that it would await further advice on the matter from the Parties.
8.
From said date until 25 February 2014, the Tribunal received no further correspondence from the Parties.
9.
On 25 February 2014, the Tribunal received a letter from Claimants as follows:

We refer to the Claimants' letter to the Tribunal dated 28 October 2011... in which the Claimants informed the Tribunal:

- that the Respondent had sought and obtained from the Federal High Court an order restraining the progress and completion of this arbitration; and

- that the Claimants were, accordingly, unable to take any step in the arbitration, including complying with the Tribunal's direction of 10 October 2011 to "furnish their updated and revised damages in accordance with the terms of the Partial Award, on or

We also refer to the Chairman's email of 30 October 2011... stating that the Tribunal would await further advice on the matter from the parties.

We are pleased to inform the Tribunal that, in a judgment delivered earlier today, the Nigerian Court of Appeal has vacated the injunction granted by the Federal High Court. In light of this development, the Claimants are now able to continue with this arbitration. The Tribunal is also at liberty to conclude this arbitration by issuing a Final Award.

In the circumstances, and in compliance with the Tribunal's Partial Award dated 3 October 2011 and direction of 10 October 2011, the Claimants are pleased to provide the following documents:

a) a letter from the Claimants setting out the Claimants' updated and revised damages computation in accordance with the terms of the Partial Award, and

b) a schedule setting out the costs (and interest thereon) claimed by the Claimants.

10.
On 26 February 2014, the Tribunal invited NNPC to comment on Claimants’ aforementioned submissions on or before 26 March 2014, in order for the Tribunal to proceed with the furtherance and completion of the Arbitration.
11.
No response having been received from Respondent by the due date, the Tribunal sent another letter to Respondent on 1 April 2014, as follows:

Dear NNPC Representatives:

On February 26, 2014, the Tribunal invited the Respondent to submit its comments on the letters received from Claimants in the above matter... regarding the issuance of a Final Award and the granting of costs. On the due date of March 26, 2014, and up to today, the Tribunal has not received any response from NNPC.

Due to the large sums being sought, it would be preferable if NNPC would offer its views on any portions of the correspondence or costs being sought by Claimants in this matter. Toward that end, the Tribunal hereby grants NNPC until April 21, 2014 to submit its views on the indicated subjects. Unless NNPC submits any comments, the Tribunal will have no alternative but to render its Final Award on the sole submissions of Claimants.

The Tribunal kindly requests NNPC to confirm receipt of this email.

12.
On 7 April 2014, the Tribunal received an email from NNPC confirming receipt of the above 1 April 2014 email. NNPC regretted the delayed acknowledgement of the Chairman's email but assured the Tribunal that a "proper response would be provided shortly by our counsel, Messrs. Ikwueto Law Firm, who has been instructed to so do." On the same date, the Tribunal confirmed receipt of NNPC's 7 April 2014 email.
13.
On 17 April 2014, the Tribunal received a letter dated 16 April 2014 from the Ikwueto Law Firm, stating, inter alia, as follows:

1. We act as Solicitors representing the Nigerian National Petroleum Corporation (NNPC) in respect of the Ad Hoc Arbitration between NNPC and Nigerian Agip Oil Exploration Ltd (NAE) & Oando 125 & 134 Limited (Oando).

2. We confirm that receipt of the email dated 7 April, 2014 from the Chairman of the Arbitral Tribunal and note that by earlier email dated 1 April, 2014, the Tribunal had requested NNPC to submit its response/comments in reaction to the Respondents (NAE & Oando) submissions on updated and revised damages and Claimants' schedule of costs.

3. We have been instructed by NNPC to respond on its behalf to the present request from the Arbitral Tribunal regarding submissions now made to the Tribunal by NAE & Oando.

14.
In the same letter, NNPC’s solicitors informed the Tribunal as follows:

- the order granted in favor of NNPC by the Federal High Court on 24 October 2011 was dismissed by the Court of Appeal on 25 February 2014 ("the "Judgment");

- NNPC filed a Notice of Appeal on 8 April 2014 against said Judgment to the Supreme Court of Nigeria;

- NNPC also applied to the Court of Appeal for (i) an order staying the execution of the Judgment, and (ii) an order of injunction to maintain the status quo in the Arbitration pending the hearing and determination of the appeal filed in the Suprem

- Finally, NNPC provided legal arguments seeking to convince the Tribunal to "refrain from any continuation of the Arbitral Proceedings including consideration of any revised/updated damages as a step toward issuing any Final Award in this matter pending"

15.
On 29 April 2014, Claimants submitted their response to NNPC’s 17 April 2014 letter.
16.
Claimants argued that Respondent's requests for the Tribunal to refrain from considering the Claimants’ revised and updated damages and issuance of a Final Award were "completely untenable and unreasonable" based on (i) NNPC’s pending injunction motion; (ii) its appeal to the Supreme Court of Nigeria; and (iii) its application to the Federal High Court to set aside the Partial Award. Claimants stated, inter alia, that:

- It is common ground among the Parties that the injunction which prevented the continuation and completion of this Arbitration was vacated by the Court of Appeal in its judgment of 25 February 2014.

- The current position of Nigerian law is that a court cannot grant an injunction to restrain arbitral proceedings based on section 34 of the Arbitration and Conciliation Act, Cap. A18, LFN 2004 (the "ACA") which provides that:

A court shall not intervene in any matter governed by this Act, except, where so provided in this Act.

- In a previous Nigerian court proceeding, the Court of Appeal (Lagos Division) vacated, for lack of jurisdiction under the ACA, an injunction to restrain proceedings in another arbitration in which NNPC was a party.

- The position against granting injunctions was reaffirmed by the Court of Appeal (Abuja Division) in its judgment of 25 February 2014, in which it vacated the Federal High Court's injunction which previously restrained proceedings in this Arbitration. Th

I have scanned the entire pages of the Arbitration and Conciliation Act, Cap A.18, Laws of the Federation of Nigeria, 2004 but I am unable to find the Section that provides for the Federal High Court to exercise the powers of entertaining and granting ex parte interim or interlocutory injunctions as the case may be to restrain arbitral proceedings from taking place or continuing to finality. The Federal High Court or any High Court for that matter is not to exercise jurisdiction in arbitral causes and matters"... except, where so provided for in this Act" according to the provisions of Section 34 of the Act." (emphasis in original).

- Claimants provided further legal argument and Nigerian Court decisions relating to the ability of the courts to enjoin pending arbitrations and indicated that, if the Tribunal would issue its Final Award, Respondent would, in any event, be at liberty to

- Finally, Claimants urged the Tribunal to (i) discountenance Respondent’s latest attempt to delay the conclusion of this Arbitration and (2) direct Respondent to provide its substantive response to Claimants’ revised and updated damages.

17.
On 4 May 2014, NNPC replied to Claimants' submission of 29 April 2014. NNPC argued that the Nigerian courts have inherent jurisdiction to preserve the subject matter of the dispute and noted that, in the cases relied upon by Claimants, no application to set aside the award had been made (unlike the case here).
18.
On 12 May 2014, after due consideration of the Parties' submissions, the Tribunal issued a Directions Order which concluded with the following provision:

7. Accordingly, having reviewed and considered all of the Parties' correspondence in this matter, the Tribunal directs as follows:

Unless, within thirty (30) days from the date of this Order, the Tribunal or any Party to this Arbitration is ordered by either the Court of Appeal or the Supreme Court of Nigeria to refrain from taking further steps in this Arbitration, Respondent shall submit, on or before forty-five (45) days from the date of this Order, its substantive response to Claimants' updated and revised damages and Schedule of Costs, failing which the Tribunal will proceed to issue a Final Award based on Claimants' submissions on damages and costs.

19.
Thereafter, by letter dated June 2, 2014, NNPC brought the Tribunal up to date on its recent filings to the Nigerian Supreme Court, which included (i) compiling and transmitting the Record of Appeal from the Court of Appeal and obtaining a number in the Supreme Court as SC 37/2014; (ii) by application dated 15 May 2014 seeking an order staying execution of the Judgment; (iii) filing the application with an affidavit of extreme urgency; and (iv) writing to the Chief Justice of Nigeria drawing attention to the Tribunal's Directions Order and requesting that the application be set down for hearing and determined expeditiously.
20.
With the above letter, NNPC also cites a number of decisions of Nigerian courts to the effect that, where parties have duly submitted their dispute to the competent court, they should not take any further steps that would foist upon the court a situation of complete helplessness or render nugatory any order of the Court or generally provide a situation in which, whatever happens to the case, there could be no return to the status quo.
21.
NNPC ends the letter with the request that the Tribunal should await the decision of the Supreme Court on its application for injunction pending appeal before proceeding further.
22.
Claimants, by letter dated 20 June 2014, opposed NNPC’s request and urged the Tribunal to decline NNPC's invitation to depart from the terms of its Directions Order and to proceed to issue its Final Award.
23.
Claimants argued that (i) NNPC failed to provide any basis for its request that the Tribunal vary the terms of its Directions Order; (ii) the latest requests by NNPC are no different from its earlier requests that the Tribunal should await the Court of Appeal's decision on a similar application for injunction pending appeal; (ii) the Nigerian court decisions to the effect that parties in litigation should not take any steps to foist a fait accompli on the court are also similar to the authorities previously cited by NNPC in its previous correspondence of 16 and 29 April 2014; (iv) as regards the decisions of Nigerian courts dealing with refraining from taking any steps to foist a fait accompli on the court, none of the authorities cited relates to arbitral proceedings and therefore provide no basis for NNPC’s request to depart from the Directions Order; (v) whilst NNPC had previously stated that its appeal to the Supreme Court would be determined expeditiously, NNPC now states that "parties under Nigerian law do not have the luxury of dictating to a Court when any matter pending before it should be heard and determined," thus reinforcing Claimants’ view that it is unrealistic to expect that a busy Court like the Nigerian Supreme Court would hear NNPC’s appeal urgently.
24.
The Tribunal concludes that the Parties’ latest correspondence provides no additional basis for the Tribunal to vary the terms of its Directions Order. Further, it is noted that NNPC has had more than sufficient opportunities to file comments on Claimants’ damages, interest and costs submissions and has still failed to do so.
25.
The 30-day period set forth in the Directions Order culminated on 11 June 2014 without any notification or order against the Tribunal from taking further steps in this Arbitration.
26.
The 45-day period set forth in the Directions Order, by which NNPC could provide substantive responses to Claimants’ updated and revised damages and Schedule of Costs, ended on 26 June 2014 with no submissions having been received from NNPC on those items.
27.
Finally, the Tribunal agrees that NNPC would in any event be at liberty to apply to the courts of Nigeria to set aside the Final Award if it believes there are grounds for doing so. Therefore, no irreparable harm will follow from the Tribunal completing its task and issuing the Final Award, with its quantum of damages, that has now been held in abeyance for almost three years.
28.
Accordingly, the Tribunal hereby issues its Final Award by providing the updated and revised damages to Claimants as well as awarding the costs of the Arbitration.

II. QUANTUM OF DAMAGES

A. Amounts Due Claimants

29.
In accordance with the Tribunal’s instructions contained in the Chairman's email of 10 October 2011, Claimants have set out the amounts due to them pursuant to the Partial Award, as recalculated and updated in accordance with the terms of the Partial Award.
30.
Claimants have submitted their recalculations based upon the date of 31 January 2014, a date that is acceptable to the Tribunal.
31.
Claimants request an award of damages in the amount of $497,251,000. This amount has been calculated as follows:

(i) If NNPC had prevailed on all issues of liability, the amount of lifting-generated Proceeds to which it would have been entitled as at 31 January 2014 would have been $5,092,342,000.

(ii) In view of the Tribunal's decision on the issues of Interest on Loans (paragraphs 202 to 213 of the Partial Award) and Non-Operator Sole Costs (paragraphs 214 to 218 of the Partial Award), the amount of lifting-generated Proceeds to which the Claimants were in fact entitled as at 31 January 2014 was $5,052,516,000.

(iii) The amount of lifting-generated Proceeds which Claimants had received, as at 31 January 2014, was $4,555,265,000.

(iv) $5,052,516,000 minus $4,555,265,000 = $497,251,000.

32.
Claimants have set out tables in the same format as the table at paragraph 9.5 of the Claimants' Post-Hearing Brief dated 7 February 2011. Table 1 below shows what the position would have been if the Claimants had prevailed on all issues of liability. Table 2 shows the position that is in conformity with Tribunal's decision in its Partial Award on the issues of Interest on Loans and Non-Operator Sole Costs.
33.
Table 1 is the hypothetical position for purposes of comparison only:

ABO Over/Under-Position (USD)

Year 2014

__________________MONTH

(KUS$)NAEOANDONNPCTOTAL
ITD 2014
Cost Oil 2,660,876 430,255 - 3,091,130
Royalty - 595,602 595,602
Concession Rental - - 445 445
Tax Oil - - 1,255,335 1,255,335
Sub-Total 2,660,876 430,255 1,552,382 4,943,512
Profit Oil 1,701,030 300,182 500,303 2,501,515
Total Entitlement4,361,906730,4362,352,6857,445,028
- Sales Revenues 3,093,720 551,545 2,889,753 7,445,028
(Over)/under Proceeds458,18678,892 (537,077)0

34.
Table 2 is the actual position determined by the Tribunal in the Partial Award:

ABO Over/Under-Position (USD)

Year 2014

__________________MONTH

(K US$) 1TD 2014NAEOANDONNPCTOTAL
Cost Oil Royalty Concession Rental 2,660,876 430,355 3,091,130
Tax Oil - 595,602 595,602
Sub-Total Profit Profit Oil 445 1,306,117 445 1,306,117
Total Entitlement 2,660,976 430,255 1,092,165 4,993,295
- Sales Revenues 1,567,178 294,208 490,347 2,451,733
(Over)/under Proceeds4,328,054724,4622,392,5127,445,028
3,093,720 551,545 2,889,753 7,445,028
424,33372,918 (497,251)0

35.
The Tribunal finds the recalculated numbers to be in accordance with the terms of the Partial Award, and will grant Claimants its indicated award of damages in the amount of $497,251,000, as submitted.
36.
The Tribunal also notes that NNPC was given several opportunities, both in 2011 after issuance of the Partial Award and from 25 February 2014 until the deadline date of 26 June 2014 to offer comments on Claimants' submitted damages numbers. In each instance, NNPC failed to provide any comments to the Tribunal.

B. Interest on Damages

37.
In addition to damages. Claimants request the Tribunal to make an award ordering Respondent to pay interest at the contractual rate (as specified in Clauses 8.5 and 10.2 of the PSC) of one (1) month LIBOR plus 2% (two per cent) per annum. Claimants compute interest in the amount of $71,034,814 (rounded). This amount has been calculated as accruing on the adjusted amount (i.e., adjusted to reflect the Tribunal’s decision on the issues of Interest on Loans and Non-Operator Sole Costs) of the Proceeds Imbalance as at the end of each month from October 2006 up to 31 January 2014.
38.
The Tribunal finds that the interest amount claimed by Claimants is in accordance with the rates specified in the PSC, has been recalculated in accordance with the Tribunal's findings in the Partial Award, and will be granted in the amount sought of $71,034,814.

C. Costs

39.
In addition to the above, Claimants, having prevailed on liability in the Arbitration, request the Tribunal to issue an award ordering that NNPC shall pay to Claimants the amounts set out in its updated 25 February 2014 Schedule of Costs.
40.
The Tribunal, on 1 December 2010, held a procedural teleconference with the Parties and directed that all amounts on costs being sought in currencies other than U.S. dollars be converted into U.S. dollars, and Claimants have done so, applying the exchange rates available as at 19/20 April 2011.
41.
The Schedule of Costs is divided into five different categories: (i) legal fees and disbursements, (ii) expert fees, (iii) advances on costs, (iv) costs and expenses of fact witness and in-house counsel, and (v) hearing room rental costs paid by Claimants and not reimbursed by NNPC.
42.
The legal fees and expenses submitted total $3,273,357 (rounded) and are arrived at as follows:

Professional fees of Hogan Lovells $2,120,541.52

Professional fees of Aluko & Oyebode 811,167.78

Photocopying, binding and printing disbursements of Hogan Lovells and Aluko & Oyebode 81,070.13

Travel and accommodation disbursements of Hogan Lovells and Aluko & Oyebode 223,883.29

Journal articles/electronic research/transcription/taxis and couriers disbursements of Hogan Lovells and Aluko & Oyebode 36,694.65

43.
The expert fees and expenses submitted total $157,199.28, and are arrived at as follows:

Expert Fees of KPMG Nigeria $119,199.28

Expert Fees of Justice Uwaifo 38,000.00

44.
The Tribunal finds Claimants' legal and expert fees and expenses, as submitted, to be reasonable under the circumstances where two eminent law firms were engaged, hundreds of millions of dollars were at issue, and the matter involved a hotly-contested dispute. Accordingly, said sums will be awarded as submitted.
45.
The advances on costs up to the rendering of the Partial Award were paid as the case progressed during the Arbitration proceedings. The first two advances total $80,052.63 ($40,052.63 from Claimants and $40,000 from NNPC), and were paid directly to the Tribunal's account. Said sums were paid to members of the Tribunal for their fees and expenses in full. The third and fourth advances were paid to the London Court of International Arbitration (LCIA) as Fundholder pursuant to agreement of the Parties and amounted to $920,182.28. (Claimants' advances to LCIA were $455,000 and NNPC's were $454,954). In addition, the Parties received bank interest on the LCIA account of $357.70.
46.
Additional amounts have been incurred by the Tribunal subsequent to 25 February 2014 in the preparation and issuance of this Final Award. These additional amounts for arbitrators' fees and expenses are fixed at $26,500 and have been billed by LCIA to the Parties.
47.
The LCIA has provided the Parties with a financial summary of the funds expended. The LCIA-collected funds were paid to the Tribunal members for their fees and expenses and for the LCIA administrative charges; however, there remains a shortfall of $9,870.58. The Parties have been billed equally for the shortfall and the above-mentioned additional amounts, and the Tribunal expects the amounts will be paid, although said shortfall and additional funds have not been received by LCIA as of the date of this Final Award. The total costs of Arbitration were, therefore, $1,026,734.91 ($1,000,234.91+ $26,500). The final shortfall funds of $9,870.58 and the additional amounts of $26,500 are excluded from the costs awarded in this Final Award. Said sums ($36,370.58) shall be borne equally by the Parties and submitted to the Fundholder, LCIA, for final payments to the Tribunal.
48.
The advances on costs paid by the Claimants to the Arbitral Tribunal and the Fundholder, LCIA total $495,052.63. Said advances were submitted on the following dates in the indicated amounts:

First advance paid by the Claimants (to the Tribunal in April 2009) $ 19,000.00

Second advance paid by the Claimants (to the Tribunal in December 2009) 21,052.63

Third advance paid by the Claimants (to the LCIA in September 2010) 300,000.00

Fourth advance paid by the Claimants (to the LCIA on 15 June 2011) 155,000.00

49.
The expenses of Claimants' fact witnesses and in-house counsel total $18,034.68, and are arrived at as follows:

Travel expenses $13,671.64

Hotel accommodation and expenses 4,363.04

50.
The expenses of hearing room rental costs, paid by the Claimants and not reimbursed by NNPC, total $24,067.60, and are arrived at as follows:

January 2010 Directions Hearing $ 9,150.00

December 2010 Final Hearing 14,917.60

51.
As previously indicated, despite numerous requests by the Tribunal for comments, NNPC has remained completely silent and has not provided any indications that they object to the above costs.
52.
In summary, the amount of Claimants’ costs total $3,967,712 (rounded), and are arrived at as follows:

Legal fees and disbursements $3,273,357.37

Expert fees 157,199.28

Advances on costs 495,052.63

Costs and expenses of Claimants' fact witnesses and in- house counsel 18,034.68

Hearing room hire costs paid by the Claimants and not reimbursed by NNPC 24,067.60

53.
The Tribunal finds the amount of said costs to be fair and reasonable under the circumstances of this Arbitration and, accordingly, will grant Claimants said amounts in full.

D. Interest on Certain Costs

54.
In addition to the actual amount above, Claimants also seek pre-award interest on (1) legal fees and disbursements, (2) expert fees and (3) advances on costs, which total $3,925,609 (rounded). Pre-award interest is claimed at the Central Bank of Nigeria Monetary Policy Rate current as at the date each payment was made by Claimants. The interest claimed is simple rather than compound. Pre-award interest has been computed from the date on which Claimants paid the costs, up to 25 February 2014, and that date is acceptable to the Tribunal.
55.
Claimants have computed the pre-award interest on the above three categories of costs at $1,029,257 (rounded). The Tribunal finds that the amounts expended were significant and the out-of-pocket period is rather long. Accordingly, the Tribunal will grant Claimants' request for these categories of pre-award interest on costs.

E. Additional Interest on Quantum

56.
Finally, the Claimants request, and the Tribunal will grant to Claimants simple interest upon all monetary sums awarded to them in this Final Award from the date hereof until the date of payment, at the rate of twelve percent (12%), such rate being the Central Bank of Nigeria Monetary Policy Rate as of 25 February 2014, the date of Claimants’ request.

III. AWARD

57.
For the sake of completeness, the Tribunal in this Final Award is incorporating the dispositive sections of the Partial Award, i.e. paragraphs 256 (1)-(3)2, and, thereafter, the quantum of damages.

A. Declaratory and Injunctive Relief

58.
Based on the Tribunal's conclusions as to liability, the Tribunal hereby awards as follows:

(1) The Respondent has breached the PSC by purporting to nominate, lift, receive and retain the proceeds of the sale of, quantities of available Crude Oil which the Claimants had allocated to themselves and nominated in accordance with the PSC and which Claimants were, accordingly, entitled to lift.

(2) Under the PSC:

(i) The Respondent is not entitled to nominate, and is not entitled to lift Available Crude Oil in excess of the quantities of Available Crude Oil allocated from time to time to the Respondent by the Claimants.

(ii) The Claimants are entitled to allocate to themselves and to lift as Cost Oil from OPL 316 and any OML(s) derived therefrom (including OML 125) such quantum of Available Crude Oil as will generate an amount of Proceeds sufficient for recovery of Operating Costs incurred in OPL 211 and any OML(s) derived therefrom (including OML 134), as well as for recovery of Operating Costs incurred in OPL 316 and any OML(s) derived therefrom (including OML 125).

(iii) The Claimants are entitled to allocate to themselves and to lift as Cost Oil from OPL 316 and any OML(s) derived therefrom (including OML 125) such quantum of Available Crude Oil as enables the Claimants to recover Capital Costs in five equal instalments over five consecutive accounting periods, without any pro-rating of instalments.

(iv) The Claimants are entitled to (a) compute the PPT (if any) payable, (b) prepare and submit to the Respondent PPT returns (which PPT returns the Respondent is obliged to file with the FIRS), and (c) allocate and lift Available Crude Oil on the basis:

(a) that the Claimants are entitled to consolidate for PPT purposes OPL 316 and OPL 211 and any OML(s) derived therefrom (including OML 125 and OML 134);

(b) that ITC is to be deducted only from assessable tax, and is not to be deducted from the cost of capital assets, nor from "qualifying expenditure" (as that term is defined in the Second Schedule of the PPT Act);

(c) that the "actual PPT liability payable during each month" is determined (in accordance with Section 33 and Section 45 of the PPTA) on the basis of one-twelfth of the amount of PPT estimated to be chargeable for the accounting period;

(d) that the "actual PPT liability payable during each month" reflects one-twelfth of the amount of the capital allowances estimated to be due for the accounting period, and reflects the fact that a full accounting period’s capital allowance (at the applicable rate set out in Table II of the Second Schedule to the PPTA) is available for the accounting period in which an asset which is "qualifying expenditure" (as that term is defined in the Second Schedule of the PPTA) is acquired or first used, regardless of when in that accounting period the asset was acquired or first used, without any pro-rating;

(e) that the total sum of the Signature Bonuses paid under the PSC and the 211 PSC (which, as set out above, the Claimants are entitled to consolidate for PPT purposes) attracts capital allowances under the Second Schedule of the PPT Act; and

(f) that, for the remainder of the term of the PSC, the Respondent (whether acting by itself, its privies, agents, sub-contractors, or any person claiming through or under it).

(v) shall not nominate and shall not lift any Available Crude Oil in excess of the Claimants’ allocations to the Respondent of Available Crude Oil; and shall not in any way impede the Claimants' allocations, nominations and liftings of Available Crude Oil;

(vi) shall not file with FIRS any PPT returns (whether estimated or final) in respect of the PSC, other than the PPT returns prepared and submitted from time to time to the Respondent by the Claimants;

(vii) shall not pay as PPT any sums in excess of the amount of Proceeds generated from the lifting of Available Crude Oil which is, from time to time, allocated to the Respondent by the Claimants as Tax Oil;

(viii) shall file with FIRS any and all PPT returns (whether estimated or final) which the Claimants have submitted to the Respondent for onward filing with FIRS but which the Respondent has, prior to the date of the Tribunal's Award, failed to file with FIRS;

(ix) shall make available to the Claimants copies of receipts issued by FIRS, bearing the names of each Party, for all payments made (including past payments) for PPT; and

(x) the PPT returns which the Respondent has itself prepared and filed with FIRS (instead of, or in addition to, the PPT returns prepared by the Claimants and submitted to the Respondent for onward filing with FIRS) are contrary to the PSC in that they do not reflect Claimants' entitlement to compute the PPT (if any) payable on the basis of the points set out above.

(3) Claimants' claims for interest on loans and non-operator costs are denied.

B. Quantum Awarded

59.
The Claimants have prepared updated and revised damage calculations in accordance with the terms of the Partial Award. Said calculations are as of 31 January 2014 and based on the issues of liability on which Claimants prevailed. All sums claimed and awarded in this Final Award are in United States Dollars.
60.
Accordingly, NNPC shall pay to Claimants:

(i) damages in the amount of $497,251,000 (Four Hundred Ninety-Seven Million Two Hundred Fifty-One Thousand Dollars);

(ii) interest on the amount in "(i)" above in the amount of $71,034,814 (Seventy-One Million Thirty-Four Thousand Eight Hundred Fourteen Dollars);

(iii) costs, in the amount of $3,967,712 (Three Million Nine Hundred Sixty-Seven Thousand Seven Hundred Twelve Dollars);

(iv) interest on the costs in "(iii)" above in the amount of $1,029,257 (One Million Twenty-Nine Thousand Two Hundred Fifty-Seven Dollars); and

(v) in addition to the above, NNPC shall pay to Claimants simple interest upon all monetary sums awarded to Claimants from the date hereof until the date of payment, at the rate of Twelve Percent (12%).

61.
Without prejudice to Claimants’ right to enforce the Tribunal's awards of damages, costs and interest, as set out above, by any and all other means available to Claimants, the Claimants shall be entitled to allocate to themselves, nominate, and lift such quantum of Available Crude Oil as enables Claimants to generate Proceeds sufficient to satisfy the Tribunal's awards of damages, costs and interest, as set out above, and orders that NNPC shall not in any way impede Claimants in doing so.
62.
This Final Award is in full settlement of all claims and counterclaims submitted in this Arbitration. All other requests and claims are rejected.
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