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

Continuing Liabilities Upon Adjustments of Participating Interests. No reduction of a Participant's Participating Interest under this Article VI shall relieve such Participant of its share of any reclamation or other liability arising out of Operations conducted prior to such reduction, whether it accrues before or after such reduction, whether it was known or unknown at that time, and whether it becomes an enforceable right before or after such reduction. For purposes of this Article VI, such Participant's share of such liability shall be equal to its Participating Interest in the relevant Exploration or Production Area at the earliest time such liability, or condition giving rise to such liability, was created or incurred. 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 other encumbrances arising by, through or under such other Participant, other than those existing at the time of entry into this Agreement or those to 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 in each Exploration and Production Area shall be shown in the books of the Manager. However, either Participant, at any time upon the request of the other Participant, shall execute and acknowledge instruments reasonably necessary to evidence such adjustment, or to grant or confirm a Net Smelter Returns interest arising under this Article VI, in form sufficient for recording in the jurisdiction where the Properties are located.

Continuing Liabilities Upon Adjustments of Participating Interests. No Any reduction of a Participant's Participating Interest under this Article VI shall not relieve such Participant of its share of any liability (including without limitation its share of any reclamation or other liability liability) arising out of Operations conducted prior to such reduction, whether it accrues before or after such reduction, whether it was liability is known or unknown at that time, the time of the reduction and whether it becomes an enforceable right such liability is asserted before or after such reduction. For purposes of this Article VI, such Participant's share of such liability shall be equal to its Participating Interest in the relevant Exploration or Production Area at the earliest time such liability, or condition the activity giving rise to such liability, was created or incurredthe liability occurred. 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 other encumbrances arising by, through or under such other Participant, other than those existing at the time of entry into this Agreement the Properties were acquired or those to which both the 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 in each Exploration and Production Area shall be shown in the books of the Manager. However, either a Participant, at any time upon the request of the other Participant, shall execute and acknowledge instruments reasonably necessary to evidence such adjustment, or to grant or confirm a Net Smelter Returns interest arising under this Article VI, adjustment in form sufficient for recording in the jurisdiction where the Properties are located.. Each Participant also irrevocably appoints the Manager as its attorney-in-fact to execute, file and record all documents necessary to evidence any adjustment to the Participants' Participating Interests. SECTION

Continuing Liabilities Upon Adjustments of Participating Interests. No Any reduction or forfeiture of a Participant's Participating Interest under this Article VI shall does not relieve such Participant of its share of any reclamation or other liability arising out of Operations conducted prior to such reductionliability, whether it accrues before or after such reductionreduction or forfeiture, whether it was known arising out of Operations conducted prior thereto; provided, that notwithstanding the foregoing, upon the conversion of a Participating Interest to a Gross Overriding Royalty pursuant to Section 5.7 and Article 10 the holder of such Gross Overriding Royalty shall not be obligated to pay or unknown at that time, and whether it becomes an enforceable right before incur any expenses or after liability related to the costs of the closure of any mine or processing facility forming part of the Assets or related to Environmental Compliance upon the closure of such reductionmine or processing facility forming part of the Assets if the Participating Interest converted to a Gross Overriding Royalty prior to any Products produced from such mine or processed through such processing facility being sold. For purposes of this Article VIthe foregoing, such Participant's share of such liability shall be equal to its Participating Interest in the relevant Exploration or Production Area at the earliest time such liability, or condition giving rise to such liability, liability was created or incurred. The increased Participating Interest accruing to a Participant as a result of the reduction of the any other Participant's Participating Interest shall be free of royalties, liens or other encumbrances arising by, through or under such other Participant, other than those existing at the time of entry into this Agreement the Properties were acquired, those which are permitted pursuant to Section 7.2 or 9.6 or those to which both all 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 the Manager shall show each Participant's Participating Interest in each Exploration and Production Area shall be shown in the books of the Manager. However, either any Participant, at any time upon the request of the other another Participant, shall execute and acknowledge instruments reasonably necessary to evidence such adjustment, or to grant or confirm a Net Smelter Returns interest arising under this Article VI, adjustment in form sufficient for recording in the jurisdiction where the Properties are located.

Continuing Liabilities Upon Adjustments of Participating Interests. No Any reduction of a Participant's Participating Interest under this Article VI shall not relieve such Participant of its share of any reclamation or other liability arising out of Operations conducted prior to such reduction(including without limitation Continuing Obligations and Environmental Liabilities), whether it accrues before or after such reduction, whether it was known or unknown at that time, and whether it becomes an enforceable right before or after arising out of Operations conducted prior to such reduction. For purposes of this Article VI, such Participant's share of such liability shall be equal to its Participating Interest at the time such liability was incurred. Should the cumulative cost of satisfying Continuing 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 amounts contained in the relevant Exploration or Production Area Environmental Compliance Fund, each of the Participants shall be liable for its proportionate share (i.e. Participating Interest at the earliest time such liability, of the act or condition omission giving rise to such liabilityliability occurred) of the cost of satisfying such Continuing Obligations, was created notwithstanding that either Participant has previously withdrawn from the Venture or incurredthat its Participating Interest has been 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 other encumbrances arising by, through or under such other Participant, other than those existing at the time of entry into this Agreement the Property was acquired or those to 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 in each Exploration and Production Area shall be shown in the books of the Manager. However, either Participant, at At any time upon the request of the other Participant, however, either Participant shall execute and acknowledge instruments reasonably necessary to evidence such adjustment, or to grant or confirm a Net Smelter Returns interest arising under this Article VI, adjustment in form sufficient for recording in the jurisdiction where the Properties are Property is located.