Common use of Disposition of Assets on Termination Clause in Contracts

Disposition of Assets on Termination. Promptly after termination under section 14.1, the Manager shall take all action necessary to wind up the activities of the Venture and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any Participant that has a negative capital account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which in the Manager's reasonable judgment are necessary to discharge continuing obligations or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributions. Thereafter, any remaining cash and all other Assets shall be distributed (in undivided Interests unless otherwise agreed) to the Participants in proportion to their respective Participating Interest, first in the ratio and to the extent of their respective capital accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.

Disposition of Assets on Termination. Promptly after termination under section 14.1Section 12.1, the Manager shall take all action necessary to wind up the activities of the Venture Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any Participant that has a negative capital account Joint Account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which which, in the Manager's reasonable judgment judgment, are necessary to discharge continuing obligations or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributionscontributions or Joint Account balance. Thereafter, any remaining cash and all other Assets Assets, including property shall be distributed (in undivided Interests interests unless otherwise agreed) to the Participants in proportion to their respective Participating InterestParticipants, first in the ratio and to the extent of their respective capital accounts Joint Accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.

Disposition of Assets on Termination. Promptly after termination under section 14.1Section 12.1, the Manager shall take all action necessary to wind up the activities of the Venture Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any Participant that has a negative capital account Joint Account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which amounts, which, in the Manager's ’s reasonable judgment judgment, are necessary to discharge continuing obligations obligations, or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributionscontributions or Joint Account balance. Thereafter, any remaining cash and all other Assets Assets, including property shall be distributed (in undivided Interests interests unless otherwise agreed) to the Participants in proportion to their respective Participating InterestParticipants, first in the ratio and to the extent of their respective capital accounts Joint Accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.

Disposition of Assets on Termination. Promptly after termination under section 14.1Section 13.1 or 13.2, the Manager shall take all action necessary to wind up the activities of the Venture Joint Venture, and all costs and expenses incurred in connection with the their termination of the Joint Venture shall be expenses chargeable to the Joint Venture. Any In accordance with Exhibit C, any Participant that has a negative capital account Capital Account balance when the Joint Venture is terminated for any reason shall contribute to the Assets of the Joint Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligationsapplied, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which which, in the Manager's ’s reasonable judgment judgment, are necessary to discharge continuing obligations or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's ’s capital contributionscontributions or Capital Account balance. Thereafter, any remaining cash and all other Assets shall be distributed (in undivided Interests interests unless otherwise agreed) to the Participants in proportion to their respective Participating InterestParticipants, first in the ratio and to the extent of their respective capital accounts Capital Accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's ’s Participating Interest therein has been terminated pursuant to this Agreement. To the greatest extent possible, the Manager shall endeavor to return each of the Assets to the party that originally contributed them to the Joint Venture.

Disposition of Assets on Termination. Promptly after termination under section 14.1of the Venture and this Agreement, the Management Committee shall direct the Manager shall to take all action necessary to wind up the activities of the Venture and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any Participant that has a negative capital account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied or distributed in satisfaction of all liabilities of the Venture to third parties Persons and then to satisfy any debts, obligations, obligations or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, Participants the Manager shall have the right to segregate amounts which in the Manager's reasonable judgment are necessary to discharge continuing obligations or to purchase for the account of Participants, all required letters of credit, surety bonds or other securities security for the performance of such obligationsobligations as may be required by any Governmental Authority having jurisdiction. The foregoing shall not be construed to include the repayment of any Participant's capital contributions. Thereafter, Thereafter any remaining cash and all other Assets shall be distributed (in undivided Interests unless otherwise agreed) to the Participants in proportion to their respective Participating InterestInterests, first in the ratio and to the extent of their respective capital accounts and then in proportion to their respective Participating Interests, Interests subject to any dilution, reduction or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement other than by conversion to a royalty interest in accordance with the terms of this Agreement.

Disposition of Assets on Termination. Promptly after termination under section 14.1Section 12.1, the Manager shall take all action necessary to wind up the activities of the Venture Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any Participant that has a negative capital account Joint Account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which which, in the Manager's reasonable judgment judgment, are necessary to discharge continuing obligations or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributionscontributions or Montana PGM Venture Agreement February 1, 2000 CONFIDENTIAL Joint Account balance. Thereafter, any remaining cash and all other Assets Assets, including property shall be distributed (in undivided Interests interests unless otherwise agreed) to the Participants in proportion to their respective Participating InterestParticipants, first in the ratio and to the extent of their respective capital accounts Joint Accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.

Disposition of Assets on Termination. Promptly after termination under section 14.1Section 12.1, the Manager shall take all action necessary to wind up the activities of the Venture Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any Participant that has a negative capital account Joint Account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which amounts, which, in the Manager's reasonable judgment judgment, are necessary to discharge continuing obligations obligations, or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributionscontributions or Joint Account balance. Thereafter, any remaining cash and all other Assets Assets, including property shall be distributed (in undivided Interests interests unless otherwise agreed) to the Participants in proportion to their respective Participating InterestParticipants, first in the ratio and to the extent of their respective capital accounts Joint Accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.

Disposition of Assets on Termination. Promptly after termination under section 14.1Section 12.1, the Manager shall take all action necessary to wind up the activities of the Venture Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any Participant that has a negative capital account Joint Account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which which, in the Manager's reasonable judgment judgment, are necessary to discharge continuing obligations or to purchase for the account of Participants, bonds or other securities -26- for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributionscontributions or Joint Account balance. Thereafter, any remaining cash and all other Assets Assets, including property shall be distributed (in undivided Interests interests unless otherwise agreed) to the Participants in proportion to their respective Participating InterestParticipants, first in the ratio and to the extent of their respective capital accounts Joint Accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.

Disposition of Assets on Termination. Promptly after an event requiring termination under section 14.1has occurred, the Manager Operator shall take all action necessary to wind up the activities of the Venture Joint Venture, and all costs and expenses incurred in connection with the termination of the Joint Venture shall be expenses chargeable to the VentureParticipants. Any In accordance with Exhibit B any Participant that has a negative capital account Capital Account balance when the Joint Venture is terminated for any reason shall contribute to the Assets of the Joint Venture an amount sufficient to raise such balance to zero. The Assets and the Property shall first be paid, applied applied, or distributed in satisfaction of all liabilities of the Joint Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds finds or Assets or Property to Participants, the Manager Operator shall have the right to segregate amounts which which, in the ManagerOperator's reasonable judgment judgment, are necessary to discharge continuing obligations or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributionscontributions or Capital Account balance. Thereafter, any remaining cash and all other Assets and Property shall be distributed (in undivided Interests interests unless otherwise agreed) to the Participants in proportion to their respective Participating InterestParticipants, first in the ratio and to the extent of their respective capital accounts Capital Accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.

Disposition of Assets on Termination. Promptly after termination under section 14.1------------------------------------ Section 12.1 or 12.2, the Manager shall take all action necessary to wind up the activities of the Venture Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any In accordance with Exhibit C, any Participant that has a negative capital account Capital Account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which which, in the Manager's reasonable judgment judgment, are necessary to discharge continuing obligations or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributionscontributions or Capital Account balance. Thereafter, any remaining cash and all other Assets the properties shall be distributed (in undivided Interests unless otherwise agreed) to WGI, all other assets shall be sold, and all cash shall be distributed to the Participants in proportion to their respective Participating InterestParticipants, first in the ratio and to the extent of their respective capital accounts Capital Accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.

Disposition of Assets on Termination. Promptly after termination under section 14.1Section 12.01 or Section 12.02, the Manager shall take all action necessary to wind up the activities of the Venture Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any In accordance with Exhibit C, any Participant that has a negative capital account Capital Account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which which, in the Manager's reasonable judgment judgment, are necessary to discharge continuing obligations or to purchase purchase, for the account of Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributionscontributions or Capital Account balance. Thereafter, any remaining cash and all other Assets shall be distributed (in undivided Interests interests unless otherwise agreed) to the Participants in proportion to their respective Participating InterestParticipants, first in the ratio and to the extent of their respective capital accounts Capital Accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been AGREEMENT-Page 32 terminated pursuant to this Agreement.

Disposition of Assets on Termination. Promptly after termination under section 14.1of the Venture and this Agreement, the Manager shall take all action necessary to wind up the activities of the Venture and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any Participant that has a negative capital account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied or distributed in satisfaction of all liabilities of the Venture to third parties Persons and then to satisfy any debts, obligations, obligations or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, Participants the Manager shall have the right to segregate amounts which in the Manager's reasonable judgment are necessary to discharge continuing obligations or to purchase for the account of Participants, all required letters of credit, surety bonds or other securities security for the performance of such obligationsobligations as may be required by any Governmental Authority having jurisdiction. The foregoing shall not be construed to include the repayment of any Participant's capital contributions. Thereafter, Thereafter any remaining cash and all other Assets shall be distributed (in undivided Interests unless otherwise agreed) to the Participants in proportion to their respective Participating InterestInterests, first in the ratio and to the extent of their respective capital accounts and then in proportion to their respective Participating Interests, Interests subject to any dilution, reduction or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement other than by conversion to a royalty interest in accordance with the terms of this Agreement.