Common use of Continuing Liabilities Upon Adjustments of Participating Interests Clause in Contracts

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either Participant's Participating Interest under SECTION 6.2 shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this SECTION, such Participant's share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3, 9.5, 9.6 and 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT B, each of the Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3, 9.5, 9.6 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that either Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds pursuant to SUBSECTION 6.3(A).

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either Participant's Participating Interest under SECTION 6.2 Section 5.6 shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this SECTIONSection, such Participant's share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3Sections 5.6, 9.58.5, 9.6 8.6 and 10.5 9.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT Exhibit B, each of the Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3Sections 5.6, 8.5, 8.6 and 9.5, 9.6 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that either Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds Smelter Returns pursuant to SUBSECTION 6.3(ASubsection 5.6(a).

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either JV Participant's ’s Participating Interest under SECTION 6.2 Sections 8.3(b), 8.3(c) or 8.4 shall not relieve such JV Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, arising out of acts or omissions occurring or conditions existing prior to the Effective Agreement Date or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this SECTIONSection 8.7, such JV Participant's ’s share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3Sections 8.6, 9.59.4, 9.6 9.5 and 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Agreement Date, equal to such JV Participant's ’s initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT BFund, each of the JV Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3Sections 8.6, 9.59.4, 9.6 9.5 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that either JV Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds Profits Interest pursuant to SUBSECTION 6.3(ASection 8.6(a).

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either Participant's Participating Interest under SECTION Section 6.2 shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, arising before or after such reduction or elimination, or out of acts or omissions occurring or conditions existing prior to the Effective Date or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this SECTIONSection, such Participant's share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 and 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT Exhibit B, each of the Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that either Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds Returns pursuant to SUBSECTION 6.3(ASubsection 6.3(a).

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either any Participant's ’s Participating Interest under SECTION Section 6.2 shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this SECTIONSection, such Participant's ’s share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 and 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's ’s initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT Exhibit B, each of the Participants shall be liable for its their proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that either any Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds pursuant to SUBSECTION 6.3(ASubsection 6.3(a).

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either Participant's ’s Participating Interest under SECTION 6.2 Section 6.3 shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this SECTIONSection, such Participant's ’s share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 and 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's ’s initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT Exhibit B, each of the Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that either Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds pursuant to SUBSECTION 6.3(ASubsection 6.3(a).

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either Participant's ’s Participating Interest under SECTION Section 6.2 shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this SECTIONSection, such Participant's ’s share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 9.7 and 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's ’s initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT Exhibit B, each of the Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 9.7 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that this Agreement may have been terminated or that either Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds pursuant to SUBSECTION 6.3(ASubsection 6.3(a).

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either a Participant's Participating Interest under SECTION 6.2 this Article VI shall not relieve such Participant of its share of any liability, including, liability (including without limitation, limitation Continuing Obligations, Environmental Liabilities Obligations and Environmental ComplianceLiabilities), whether arising, it accrues before or after such reduction or eliminationreduction, out of acts or omissions occurring or conditions existing prior to the Effective Date or arising out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liabilityreduction. For purposes of this SECTIONArticle VI, such Participant's share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3, 9.5, 9.6 and 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's initial Participating Interest)was incurred. Should the cumulative cost of satisfying Continuing Obligations Obligations, Environmental Liabilities and Environmental Compliance arising out of Operations conducted prior to the reduction of a Participant's Participating Interest be in excess of cumulative amounts accrued or otherwise charged to contained in the Environmental Compliance Fund as described in EXHIBIT BFund, each of the Participants shall be liable for its proportionate share (i.e., i.e. Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3, 9.5, 9.6 and 10.5, ) of the cost of satisfying such Continuing Obligations, notwithstanding that either Participant has previously withdrawn from the Business Venture or that its Participating Interest has been reduced reduced. The increased Participating Interest accruing to a Participant as a result of the reduction of the other Participant's Participating Interest shall be free of royalties, liens or converted other encumbrances arising by, through or under such other Participant, other than those existing at the time the Property was acquired or those to an interest which both Participants have given their written consent. An adjustment to a Participating Interest need not be evidenced during the term of this Agreement by the execution and recording of appropriate instruments, but each Participant's Participating Interest shall be shown in Net Proceeds pursuant the books of the Manager. At any time upon the request of the other Participant, however, either Participant shall execute and acknowledge instruments necessary to SUBSECTION 6.3(A)evidence such adjustment in form sufficient for recording in the jurisdiction where the Property is located.

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either Participant's Participating Interest under SECTION 6.2 Section 5.6 shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this SECTIONSection, such Participant's share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3Sections 5.6, 9.58.5, 9.6 8.6 and 10.5 9.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT Exhibit B, each of the Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3Sections 5.6, 8.5, 8.6 and 9.5, 9.6 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that either Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds Smelter Returns pursuant to SUBSECTION 6.3(ASubsection 5.6(a).. 22326.88636.CGB.2507236.2

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination conversion of either Participant's ’s Participating Interest under SECTION Section 6.2 shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or eliminationconversion, out of acts or omissions occurring or conditions existing prior to the Effective Date or out of Operations conducted during the term of this Agreement but prior to such reduction or eliminationconversion, regardless of when any funds may be expended to satisfy such liability. For purposes of this SECTIONSection, such Participant's ’s share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, occurred after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 and 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's ’s initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT Exhibit B, each of the Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), ) after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that either Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds a Production Royalty pursuant to SUBSECTION 6.3(ASubsection 6.3(a).

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either Participant's Participating Interest under SECTION Section 6.2 shall not relieve such Participant of its share of any liability, including, without limitation, including Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, arising before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date Date, or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For the purposes of this SECTIONSection 6.4, such Participant's share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the such liability occurred, after first taking into account any reduction, readjustment and or restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 and or 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's initial Initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT Schedule B, each of the Participants shall be liable for its proportionate share (i.e., i.e. Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and or restoration of Participating Interests under SECTIONS Sections 6.3, 9.5, 9.6 and 10.5, or 10.5 of the cost of satisfying such Continuing Obligations, notwithstanding that either Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds NPI Royalty pursuant to SUBSECTION 6.3(ASection 6.3(a).

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either Participant's ’s Participating Interest under SECTION Section 6.2 shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and costs of Environmental Compliance, whether arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to its status as a Participant in the Effective Date Business or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this SECTIONSection, such Participant's ’s share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration adjustment of Participating Interests under SECTIONS Sections 5.5, 6.3, 9.5, 9.6 and 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's ’s initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT Exhibit B, each of the Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration adjustment of Participating Interests under SECTIONS Sections 5.5, 6.3, 9.5, 9.6 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that either Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an a Net Smelter Returns interest in Net Proceeds pursuant to SUBSECTION 6.3(A)Subsection 6.3(a) .

Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either Participant's Participating Interest under SECTION Section 6.2 shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this SECTIONSection, such Participant's share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3Sections 6.3 , 9.59.5 , and 9.6 and 10.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant's initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in EXHIBIT Exhibit B, each of the Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under SECTIONS 6.3Sections 6.3 , 9.59.5 , and 9.6 and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that either Participant has previously withdrawn from the Business Venture or that its Participating Interest has been reduced or converted to an interest in Net Proceeds the Gross Royalty pursuant to SUBSECTION 6.3(A)Subsection 6.3(a) .