ABOVE-GROUND MINING RIGHTS Clause Samples

ABOVE-GROUND MINING RIGHTS. The Parties shall take all commercially reasonable actions to protect and preserve the Above-Ground Mining Rights and to not abandon, limit, forfeit, or otherwise injure the Above-Ground Mining Rights. In the event that the Above-Ground Mining Rights must be established, confirmed, reconfirmed, defended (“Mining Rights Defense”) or otherwise litigated in any forum, whether administrative, quasi-judicial, judicial, or otherwise as a result of EMMR’s Above-Ground Mining Activities, EMMR shall conduct the Mining Rights Defense at EMMR’s expense, and KEM (at EMMR’s sole cost and expense for any reasonable actual out of pocket expenses unless KEM should otherwise agree in writing) shall use commercially reasonable efforts to cooperate in the Mining Rights Defense; provided, that if the outcome of such Mining Rights Defense could reasonably be expected to have a material impact on KEM’s rights or result in Project Interference, then KEM shall have an opportunity to jointly participate in such Mining Rights Defense and EMMR shall reimburse KEM for its reasonable actual, out of pocket costs incurred in connection with such participation, including attorneys’ fees. Where Mining Rights Defense is required as a result of KEM’s ownership of mining rights, the potential reversionary interest on the Eagle Mountain townsite, or the Mining Claims, Above-Ground Mining Activities or activities related to the Project, KEM shall conduct the Mining Rights Defense at KEM’s expense, and EMMR (at KEM’s sole cost and expense for any reasonable actual out of pocket expenses) shall use commercially reasonable efforts to cooperate in the Mining Rights Defense; provided, that if the outcome of such Mining Rights Defense could reasonably be expected to have a material impact on EMMR’s rights, then EMMR shall have an opportunity to jointly participate in such Mining Rights Defense and KEM shall reimburse EMMR for its actual, reasonable out of pocket costs incurred in connection with such participation. At its option, KEM may request that EMMR conduct the Mining Rights Defense on its behalf, and reimburse EMMR monthly for its reasonable attorney’s fees and other actual, reasonable out of pocket costs and fees incurred in doing so.