Powers and Duties of Operator. Subject to the general oversight and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms of this Agreement and the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, to carry out its duties in accordance with the terms and intent of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoing, the Operator shall have the following powers and duties: (a) The Operator shall manage, direct and control Operations. (b) The Operator shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out approved Programs and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Operator shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Property free and clear of all Encumbrances except for those existing at the time of or created concurrent with the acquisition of such Property or as contemplated in this Agreement or mechanic's or materialmen's liens which shall be released or discharged in a diligent manner or Encumbrances specifically approved by the Management Committee. (d) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator. (e) The Operator shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Property; (ii) pay all taxes, assessments and like charges on Operations and Property except taxes determined or measured by a Party's or a Participant's sales revenue or net income. If authorized by the Management Committee, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal or excessive or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them but in no event shall the Operator permit or allow title to the Property to be lost as a result of the nonpayment of any taxes, assessments or like levies; and (iii) do all other acts reasonably necessary to maintain the Property. (f) The Operator shall: (i) apply for all necessary permits, licenses and approvals; (ii) use reasonable best efforts to comply with applicable federal, provincial, local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for Operations. (g) The Operator shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The other Participant shall have the right to participate in such litigation or administrative proceedings at its own expense. The other Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $1,000,000, which approval shall not unreasonably be withheld. (h) The Operator shall provide insurance customary for such types of joint venture operations for the benefit of the Participants. (i) The Operator shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (j) Subject to the availability of funds to carry out an approved Program and Budget, the Operator shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law and shall pay all rental fees or other charges required to maintain the Property. (k) The Operator shall keep and maintain all required accounting and financial records in accordance with customary accounting practices in the mining industry. (l) The Operator shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) quarterly progress reports concerning Operations which include statements of Expenditures and comparisons of such Expenditures to the adopted Program and Budget and all pertinent data, including without limitation, drill and assay results, survey results, geological and reserve figures and production reports; (ii) copies of reports concerning Operations; (iii) a detailed final report within 90 days after completion of each Program and Budget which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (iv) such other reports as the Management Committee may reasonably request. At all reasonable times the Operator shall provide the Management Committee or the representative of any Participant upon the request of any member of the Management Committee, access to and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and other information acquired in Operations. In addition, the Operator shall allow the other Participant at the latter's sole risk and expense and subject to reasonable safety regulations to inspect the Property and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations. (m) The Operator shall undertake all other activities reasonably necessary to fulfill the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and xxxxxx the business of the Venture. (n) The Operator shall cause to be paid from the bank account established by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faith.
Appears in 2 contracts
Powers and Duties of Operator. Subject to the general oversight and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms of this Agreement and the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, to carry out its duties in accordance with the terms and intent provisions of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoing, the Operator shall have the following powers and dutiesduties which shall be discharged in accordance with adopted Programs and Budgets:
(a) The Operator shall manage, direct and control Operations.
(b) The Operator shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out approved Programs adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.
(c) The Operator shall: (:
i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; (;
ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (and
iii) keep the Property Assets free and clear of all Encumbrances liens and encumbrances, except for those existing at the time of of, or created concurrent with with, the acquisition of such Property or as contemplated in this Agreement Assets, or mechanic's or materialmen's liens which shall be released or discharged in a diligent manner manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee.
(d) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall: (:
i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Property; (Assets;
ii) pay all taxes, assessments and like charges on Operations and Property Assets except taxes determined or measured by a Party's or a Participant's sales revenue or net income. If authorized by the Management Committee, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal or excessive excessive, or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them them, but in no event shall the Operator permit or allow title to the Property Assets to be lost as a the result of the nonpayment of any taxes, assessments or like levies; and (charges;
iii) shall do all other acts reasonably necessary to maintain the PropertyAssets.
(f) The Operator shall: (:
i) apply for all necessary permits, licenses and approvals; (;
ii) use reasonable best efforts to comply with applicable federal, provincial, provincial and local laws and regulations; (;
iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (and
iv) prepare and file all reports or notices required for Operations. The Operator shall not be in breach of this provision if a violation has occurred in spite of the Operator's good faith efforts to comply, and the Operator has timely cured or disposed of such violation through performance, or payment of fines and penalties.
(g) The Operator shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The other A Participant shall have the right to participate participate, at its own expense, in such litigation or administrative proceedings at its own expenseproceedings. The other Participant Management Committee shall approve in advance any settlement involving payments, commitments or obligations in excess of $1,000,000, which approval shall not unreasonably be withheld10,000.00 in cash or value.
(h) The Operator may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Property may be abandoned or surrendered only as provided in Article XIV. However, without prior authorization from the Management Committee, the Operator shall provide insurance customary not:
i) dispose of Assets in any one transaction having a value in excess of $50,000.00;
ii) enter into any sales contracts or commitments for such types of joint venture operations for the benefit Products, except as permitted in Section 11.2;
iii) begin a liquidation of the ParticipantsVenture; or
iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture.
(i) The Operator shall have the right to carry out its responsibilities hereunder through a corporate representative, agents, Affiliates or independent contractors.
(j) Subject to the availability of funds to carry out an approved Program and Budget, the The Operator shall perform or cause to be performed and record or cause to be recorded during the term of this Agreement all assessment and other work required to maintain in good standing mineral claims and other mineral rights included within the Property, unless prevented from so doing by law and shall pay all rental fees an action or the inaction of the Management Committee.
k) If authorized by the Management Committee, the Operator may stake or restake or abandon any mineral claims or other charges required to maintain interests comprising the Property, apply for mining leases or other forms of mineral tenure for any mineral claims or other interests comprising the Property and generally deal with the claims and other interests comprising the Property as may be considered prudent.
(kl) The Operator shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry.
(lm) The Operator shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (:
i) quarterly monthly progress reports concerning Operations which include statements of Expenditures expenditures and comparisons of such Expenditures expenditures to the adopted Program and Budget and all pertinent data, including without limitation, drill and assay results, survey results, geological and reserve figures and production reports; (Budget;
ii) periodic summaries of data acquired;
iii) copies of reports concerning Operations; (iii;
iv) a detailed final report within 90 days after completion of each Program and Budget Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (ivand
v) such other reports as the Management Committee may reasonably request. At all reasonable times the Operator shall provide the Management Committee or the representative of any Participant Participant, upon the request of any member of the Management Committee, access to to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records records, and other information acquired in Operations. In addition, the Operator shall allow the other Participant any Participant, at the latter's its sole risk and expense expense, and subject to reasonable safety regulations regulations, to inspect the Property Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations.
(mn) The Operator shall undertake all other activities reasonably necessary to fulfill fulfil the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and xxxxxx the business of the Venture.
(n) foregoing. The Operator shall cause not be in default of any duty under this Section 8.2 if its failure to be paid perform results from the bank account established failure of a Participant to perform acts or to contribute amounts required of it by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faiththis Agreement.
Appears in 2 contracts
Samples: Joint Venture Agreement (Stirrup Creek Gold LTD), Joint Venture Agreement (Stirrup Creek Gold LTD)
Powers and Duties of Operator. Subject to the general oversight and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms of this Agreement and the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, to carry out its duties in accordance with the terms and intent provisions of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoing, the Operator shall have the following powers and dutiesduties which shall be discharged in accordance with adopted Programs and Budgets:
(a) The Operator shall manage, direct and control Operations.
(b) The Operator shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out approved Programs adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.
(c) The Operator shall: :
(i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; ;
(ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and
(iii) keep the Property Assets free and clear of all Encumbrances liens and encumbrances, except for those existing at the time of of, or created concurrent with with, the acquisition of such Property or as contemplated in this Agreement Assets, or mechanic's or materialmen's liens which shall be released or discharged in a diligent manner manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee.
(d) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall: :
(i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Property; Assets;
(ii) pay all taxes, assessments and like charges on Operations and Property Assets except taxes determined or measured by a Party's or a Participant's sales revenue or net income. If authorized by the Management Committee, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal or excessive excessive, or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them them, but in no event shall the Operator permit or allow title to the Property Assets to be lost as a the result of the nonpayment of any taxes, assessments or like leviescharges; and and
(iii) shall do all other acts reasonably necessary to maintain the PropertyAssets.
(f) The Operator shall: :
(i) apply for all necessary permits, licenses and approvals; ;
(ii) use reasonable best efforts to comply with applicable federal, provincial, provincial and local laws and regulations; ;
(iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and and
(iv) prepare and file all reports or notices required for Operations. The Operator shall not be in breach of this provision if a violation has occurred in spite of the Operator's good faith efforts to comply, and the Operator has timely cured or disposed of such violation through performance, or payment of fines and penalties.
(g) The Operator shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The other A Participant shall have the right to participate participate, at its own expense, in such litigation or administrative proceedings at its own expenseproceedings. The other Participant Management Committee shall approve in advance any settlement involving payments, commitments or obligations in excess of $1,000,000, which approval shall not unreasonably be withheld10,000.00 in cash or value.
(h) The Operator shall provide insurance customary for such types of joint venture operations for the benefit of the ParticipantsParticipants as provided in Exhibit D.
(i) The Operator may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Property may be abandoned or surrendered only as provided in Article XIV. However, without prior authorization from the Management Committee, the Operator shall not:
(i) dispose of Assets in any one transaction having a value in excess of $50,000.00;
(ii) enter into any sales contracts or commitments for Product, except permitted in Section 11.2;
(iii) begin a liquidation of the Venture; or
(iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture.
(ij) The Operator shall have the right to carry out its responsibilities hereunder through a corporate representative, agents, Affiliates or independent contractors.
(jk) Subject to the availability of funds to carry out an approved Program and Budget, the The Operator shall perform or cause to be performed and record or cause to be recorded during the term of this Agreement all assessment and other work required by law and shall pay all rental fees or other charges required to maintain in good standing mineral claims and other mineral rights included within the Property, unless prevented from so doing by an action or the inaction of the Management Committee.
(kl) If authorized by the Management Committee, the Operator may stake or restake or abandon any mineral claims or other interests comprising the Property, apply for mining leases or other forms of mineral tenure for any mineral claims or other interests comprising the Property and generally deal with the claims and other interests comprising the Property as may be considered prudent.
(m) The Operator shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry.
(ln) The Operator shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: :
(i) quarterly monthly progress reports concerning Operations which include statements of Expenditures expenditures and comparisons of such Expenditures expenditures to the adopted Program and Budget and all pertinent data, including without limitation, drill and assay results, survey results, geological and reserve figures and production reports; Budget;
(ii) periodic summaries of data acquired;
(iii) copies of reports concerning Operations; ;
(iiiiv) a detailed final report within 90 days after completion of each Program and Budget Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and and
(ivv) such other reports as the Management Committee may reasonably request. At all reasonable times the Operator shall provide the Management Committee or the representative of any Participant Participant, upon the request of any member of the Management Committee, access to to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records records, and other information acquired in Operations. In addition, the Operator shall allow the other Participant any Participant, at the latter's its sole risk and expense expense, and subject to reasonable safety regulations regulations, to inspect the Property Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations.
(mo) The Operator shall undertake all other activities reasonably necessary to fulfill fulfil the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and xxxxxx the business of the Venture.
(n) foregoing. The Operator shall cause not be in default of any duty under this Section 8.2 if its failure to be paid perform results from the bank account established failure of a Participant to perform acts or to contribute amounts required of it by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faiththis Agreement.
Appears in 1 contract
Powers and Duties of Operator. Subject to the general oversight and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms of this Agreement and the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, to carry out its duties in accordance with the terms and intent provisions of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoing, the Operator shall have the following powers and dutiesduties which shall be discharged in accordance with adopted Programs and Budgets:
(a) The Operator shall manage, direct and control Operations.
(b) The Operator shall implement the decisions of the Management CommitteeBoard of Directors, shall make from Salu Siwa’s funds [Note to draft: tax advisors to consider] all expenditures necessary to carry out approved Programs adopted Programs, and shall promptly advise the Management Committee Board of Directors if it PT Masmindo lacks sufficient funds for the Operator to carry out its responsibilities under this Agreement.
(c) The Operator shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Property Assets free and clear of all Encumbrances liens and encumbrances, except for those existing at the time of of, or created concurrent with with, the acquisition of such Property or as contemplated in this Agreement Assets, or mechanic's ’s or materialmen's ’s liens which shall be released or discharged in a diligent manner manner, or Encumbrances liens and encumbrances specifically approved by the Management CommitteeBoard of Directors.
(d) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the PropertyAssets; (ii) pay all taxes, assessments and like charges on Operations and Property Assets except taxes determined or measured by a Party's or a Participant's Shareholder’s sales revenue or net income. If authorized by the Management CommitteeBoard of Directors, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal or excessive excessive, or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them them, but in no event shall the Operator permit or allow title to the Property Assets to be lost as a the result of the nonpayment non-payment of any taxes, assessments or like leviescharges; and (iii) shall do all other acts reasonably necessary to maintain the PropertyAssets.
(f) The Operator shall: (i) apply for all necessary permits, licenses and approvals; (ii) use reasonable best efforts to comply with all applicable federal, provincial, local laws and regulations; (iii) notify promptly the Management Committee Board of Directors of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for Operations. The Operator shall not be in breach of this provision if a violation has occurred in spite of the Operator’s good faith efforts to comply, and the
(g) Operator has timely cured or disposed of such violation through performance, or payment of fines and penalties.
(gh) The Operator shall prosecute and defend, but shall not initiate without the consent of the Management CommitteeBoard of Directors, all litigation or administrative proceedings arising out of Operations. The other Participant non-managing Shareholder shall have the right to participate participate, at its own expense, in such litigation or administrative proceedings at its own expenseproceedings. The other Participant non-managing Shareholder shall approve in advance any settlement involving payments, commitments or obligations in excess of $1,000,000, which approval shall not unreasonably be withheld100,000 in cash or value.
(hi) The Operator shall provide obtain insurance customary for such types of joint venture operations for the benefit of Salu Siwa and PT Masmindo as provided in Exhibit C or as may otherwise be determined from time to time by the ParticipantsBoard of Directors.
(j) The Operator may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that the Operator shall not: (i) dispose of Assets having a value in excess of $25,000; (ii) dissolve or begin a liquidation of Salu Siwa or PT Masmindo; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of Salu Siwa or PT Masmindo.
(k) The Operator shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. [Note to draft: To be confirmed.]
(jl) Subject to the availability of funds to carry out an approved Program and Budget, the The Operator shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law and shall pay all rental fees or other charges required in order to maintain the Property.
(k) Contract of Work in good standing using reasonable best efforts. The Operator shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and development and continued actual occupancy of such claims and sites shall not be required. The Operator shall not be liable on account of any determination by any court or governmental agency that the work performed by the Operator does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the adopted Program and Budget. The Operator shall timely record with the appropriate county and file with the appropriate agency of the Government of Indonesia, quarterly reports in accordance with the Contract of Work as required by law. If authorized by the Board of Directors, the Operator may amend the boundary of the Contract of Work in accordance with the existing regulations governing such amendments. The Operator shall keep and maintain all required accounting and financial records in accordance with customary cost accounting practices in the mining industry.
(lm) The Operator shall keep the Management Committee Board of Directors advised of all Operations by submitting in writing to the Management CommitteeBoard of Directors: (i) quarterly monthly progress reports concerning Operations which include statements of Expenditures expenditures and comparisons of such Expenditures expenditures to the adopted Program and Budget and all pertinent data, including without limitation, drill and assay results, survey results, geological and reserve figures and production reportsBudget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iiiiv) a detailed final report within 90 30 days after completion of each Program and Budget Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (ivv) such other reports as the Management Committee Board of Directors may reasonably request. At all reasonable times the Operator shall provide the Management Committee Board of Directors or the representative of any Participant Shareholder, upon the request of any member of the Management CommitteeRepresentative, access to to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting (n) and financial records records, and other information acquired in Operations. In addition, the Operator shall allow the other Participant non-managing Shareholder, at the latter's ’s sole risk and expense expense, and subject to reasonable safety regulations regulations, to inspect the Property Assets and Operations at all reasonable times, so long as the inspecting Participant Shareholder does not unreasonably interfere with Operations.
(mo) The Operator shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable law or contractual obligation pertaining to the Contract of Work and the regulations of the Government of the Republic of Indonesia. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations.
(p) The Operator shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Company. The Operator shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Operator shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Operator shall keep the other Shareholder reasonably informed about the Operator’s efforts to discharge Continuing Obligations. Authorized representatives of each Shareholder shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto.
(q) [In accordance with prevailing regulations from the Indonesian Government, PT Masmindo may be required to provide a Bond to the Indonesian Government for post-mining reclamation and re-vegetation. The Operator shall undertake all other activities reasonably necessary to fulfill the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture foregoing. Note to take all such other actions and do all such other things as are reasonably necessary draft: Indonesian counsel to advance and xxxxxx the business of the Venturere-draft.
(n) The Operator shall cause to be paid from the bank account established by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faith.]
Appears in 1 contract
Powers and Duties of Operator. Subject to the general oversight and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms of this Agreement and the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, to carry out its duties in accordance with the terms and intent provisions of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoing, the Operator shall have the following powers and dutiesduties which shall be discharged in accordance with approved Programs and under the general guidance of the Management Committee:
(a) The the Operator shall manage, direct and control Operations.;
(b) The the Operator shall implement the decisions of the Management Committee, Committee and shall make all expenditures necessary to carry out approved Programs adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.;
(c) The the Operator shall: :
(i) purchase or otherwise acquire for the Venture all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; ;
(ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and , and
(iii) keep the Property Assets free and clear of all Encumbrances liens and encumbrances, except for those existing at the time of of, or created concurrent with concurrently with, the acquisition of such Property or as contemplated in this Agreement Assets, or mechanic's or materialmen's liens which shall be released or discharged in a diligent manner manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee.
(d) The the Operator shall conduct such title examinations and cure such title titles defects as may be advisable in the reasonable judgment of the Operator.;
(e) The the Operator shall: :
(i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Property; Assets;
(ii) pay all taxes, assessments and like charges on Operations and Property Assets except taxes determined or measured by a Party's or a Participant's the Participants' sales revenue or net income. If authorized by the Management Committee, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal or excessive excessive, or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them them, but in no event shall the Operator permit or allow title to the Property Assets to be lost as a the result of the nonpayment of any taxes, assessments or like leviescharges; and (iii) do all other acts reasonably necessary to maintain the Property.and
(f) The the Operator shall: :
(i) apply for all necessary permits, licenses and approvals; ,
(ii) use reasonable best efforts to comply with applicable federal, provincial, local laws and regulations; ,
(iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and , and
(iv) prepare and file all reports or notices required for Operations.. The Operator shall not be in breach of this provision if a violation has occurred and the Operator in a timely fashion takes such steps as might be available to remedy the violation or to prevent its recurrence or disposes of the same through payment of fines or penalties imposed in accordance with the law;
(g) The the Operator shall prosecute and defenddefend as it considers appropriate, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The other Participant shall have the right to participate in such litigation or administrative proceedings at its own expense. The other Participant Management Committee shall approve in advance any settlement involving paymentspayments (except for fines or penalties), commitments or obligations in excess of $1,000,000, which approval shall not unreasonably be withheld.100,000 in cash or value;
(h) The the Operator shall provide insurance customary obtain and maintain for itself and the other Participant such types insurance, with such limits and deductibles, as would normally be maintained by a reasonably prudent operator in the circumstances, either by way of joint venture operations for a separate policy or the benefit extension of coverage under a "blanket" policy maintained by an Affiliate of the Participants.Operator, and the cost thereof shall be paid by the Participants as an item to be included in each Budget;
(i) the Operator may dispose of Assets, whether by abandonment, surrender or sale in the ordinary course of business, except that the Property may be abandoned or surrendered only as provided in Article 13;
(j) The Operator shall have the right right, subject to Section 6.06 below, to carry out its responsibilities hereunder through agents, Affiliates or independent contractors.
(j) Subject to the availability of funds to carry out an approved Program and Budget, the Operator shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law and shall pay all rental fees or other charges required to maintain the Property.;
(k) The the Operator shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary generally accepted accounting practices in the mining industry.principles consistently applied;
(l) The the Operator shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) quarterly progress reports concerning Operations which include statements of Expenditures and comparisons of such Expenditures to the adopted Program and Budget and all pertinent data, including without limitation, drill and assay results, survey results, geological and reserve figures and production reports; (ii) copies of reports concerning Operations; (iii) it a detailed final report within 90 days after completion of each Program and Budget Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (iv) such other reports as the Management Committee may reasonably request. At all reasonable times the Operator shall provide the Management Committee or the representative representatives of any each Participant upon the request of any member of the Management Committeeaccess to, access to and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records records, and other information acquired in Operations. In addition, the Operator shall allow the other Participant each Participant, at the lattersuch Participant's sole risk and expense expense, and subject to reasonable safety regulations regulations, to inspect the Property Assets and Operations at all reasonable times, so long as the inspecting such Participant does not unreasonably interfere with Operations.;
(m) The file as assessment work under the Ontario Mining Act and regulations, to the maximum extent possible, the work performed in respect of the Property hereunder;
(n) the Operator shall undertake all other activities reasonably necessary to fulfill fulfil the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and xxxxxx the business of the Venture.
(n) foregoing. The Operator shall cause not be in default of any duty under this Section 6.02 if its failure to be paid perform results from the bank account established failure of the other Participant to perform acts or to contribute or pay amounts required of them by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faiththis Agreement.
Appears in 1 contract
Samples: Joint Venture Agreement (Fronteer Development Group Inc)
Powers and Duties of Operator. Subject to the general oversight terms and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms provisions of this Agreement and subject to such variations as may be prescribed by the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, Management Committee from time to carry out its duties in accordance with the terms and intent of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoingtime, the Operator shall have the following powers and duties, subject to the provision of adequate funding, which shall be discharged in accordance with adopted Programs and Budgets:
(a) The Operator shall manage, direct and control Operations.;
(b) The Operator shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out approved Programs adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.;
(c) The Operator shall: :
(i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; ;
(ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and
(iii) keep the Assets and the Property free and clear of all Encumbrances liens and encumbrances, except for those liens and encumbrances existing at the time of of, or created concurrent with with, the acquisition of such Property or as contemplated in this Agreement the Assets, or mechanic's or materialmenmaterial men's liens which shall be released or discharged in a diligent manner manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee.
(d) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall: (iiv) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets and the Property; ;
(iiv) pay all taxes, assessments and like charges on Operations Operations, Assets and the Property except taxes determined or measured by a Party's or a Participant's sales revenue or net income. If authorized by the Management Committee, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal inequitable or excessive excessive, or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them them, but in no event shall the Operator permit or allow title to the Assets or the Property to be lost as a the result of the nonpayment of any taxes, assessments or like levies; and (iii) do all other acts reasonably necessary to maintain the Property.charges;
(f) The Operator shall: (ivi) apply for all necessary permits, licenses and approvals; ;
(iivii) use reasonable best efforts to comply with applicable federal, provincial, provincial and local laws and regulations; ;
(iiiviii) notify promptly the Management Committee of any allegations of substantial violation thereof; and of any license, regulation, agreement or other matter which may result in a dispute, fine, prosecution, or other liability or investigation or proceeding ;
(ivix) prepare and file all reports or notices required for Operations. The Operator shall not be in breach of this provision if a violation has occurred in spite of the Operator's good faith efforts to comply and the Operator has, or has attempted to, timely cured or disposed of such violation through performance, or payment of fines and penalties; and
(x) shall do all other acts reasonably necessary to maintain the Assets and the Property.
(gd) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The other Participant shall have the right to participate in such litigation or administrative proceedings at its own expense. The other Participant shall approve in advance any Any settlement involving payments, commitments or obligations in excess of $1,000,000, which 50,000 in cash or value shall be subject to the advance approval shall not unreasonably be withheldof the non-managing Participant.
(hf) The Operator shall provide insurance customary for such types of joint venture operations for the benefit of the ParticipantsParticipants as stipulated by the Management Committee.
(g) The Operator may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that the Property may be abandoned or surrendered only as provided in Section 13. However, without prior authorization from the Participants, the Operator shall not:
(i) dispose of Assets in any one transaction having a value in excess of $50,000;
(ii) enter into any sales contracts or commitments for Product, except as permitted in Subsection 11.2;
(iii) begin a liquidation of the Joint Venture; or
(iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Joint Venture.
(h) The Operator shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractorscontractors or, with the written consent of the Participants, to an unrelated third party.
(ji) Subject to the availability of funds to carry out an approved Program and Budget, the The Operator shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law in order to maintain in good standing the mining claims or concessions included within the Property. The Operator shall not be liable on account of any determination by any court or governmental agency that the work performed by Operator does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the adopted Program and Budget and such error does not occur due to negligence of reporting of the Operator to the Management Committee or in the carrying out of the Programs or Budgets. The Operator shall pay all rental fees timely record and file with the appropriate governmental agency, records in proper form attesting to the performance of assessment work, and allocating therein, to or for the benefit of each claim, at least the minimum amount required by law to maintain such claim or site in good standing.
(j) If authorized by the Management Committee, the Operator may:
(i) locate, amend or relocate any mining claim or mill site or tunnel site;
(ii) locate any fractions resulting from such amendment or relocation;
(iii) apply for patents or mining leases or other charges required forms of mineral tenure for any such claims or sites;
(iv) abandon any mining claims for the purpose of locating mill sites or otherwise;
(v) abandon any mill sites for the purpose of locating mining claims or otherwise;
(vi) exchange with or convey to maintain the Propertygovernment of Argentina any of the Property for the purpose of acquiring rights to the ground covered thereby or other adjacent ground; and
(vii) convert any claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any law hereafter enacted.
(k) The Operator shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry.
(l) The Operator shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: :
(i) monthly summary progress reports within 15 days of month end which include programs in progress and completed during the month, number of samples collected, and estimated statements of expenditures;
(ii) immediately provide Participants with notice of and written details of all material changes, as such would reasonably be defined pursuant to relevant securities laws;
(iii) quarterly progress reports concerning Operations which include statements of Expenditures expenditures and comparisons of such Expenditures expenditures to be the adopted Program and Budget and all pertinent dataBudget, including without limitation, drill and assay results, survey results, geological and reserve figures and production reports; within 30 days of the end of the calendar quarter;
(iiiv) copies of reports concerning Operations; ;
(iiiv) a detailed final report within 90 60 days after completion of each Program and Budget Budget, and no less frequently than one such report every twelve months, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs, together with the following information:
(A) introduction;
(B) project or property location and access;
(C) physiography, vegetation and climate;
(D) historical background and current exploration program;
(E) description of properties, including claims with expiry dates and assessment requirements;
(F) regional geology;
(G) property geology;
(H) mineralization;
(I) geochemistry-- rock and/or soil with interpretation;
(J) description of individual mineralized zones;
(K) geophysics;
(L) conclusions on exploration potential and interpretative models;
(M) maps of various scales, including location maps, claim maps, geology maps, geochemical sample location maps, detailed maps of showings with all location of surface samples, trenches and drill holes;
(N) appendices including a list of all samples, description of these samples and the assays and analytical results (on sheets as received from the lab); and and
(ivv) such other reports as the Management Committee may reasonably request. At all reasonable times the Operator shall provide the Management Committee or the representative of any Participant Participant, upon the request of any member of the Management Committee, access to to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records records, and other information acquired in Operationsoperations. In addition, the Operator shall allow the other Participant Non-Operating Participant, at the latter's sole risk and expense expense, and subject to reasonable safety regulations regulations, to inspect the Assets, Operations and the Property and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations.
(m) The Operator shall undertake all other activities reasonably necessary to fulfill the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of as directed by the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and xxxxxx the business of the Venture.
(n) Management Committee. The Operator shall cause not be in default of any duty under this Subsection 8.2 if its failure to be paid perform results from the bank account established failure of the Non-Operating Participant to perform acts or to contribute amounts required of it by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faiththis Agreement.
Appears in 1 contract
Samples: Joint Venture Agreement (Southern Energy Company, Inc.)
Powers and Duties of Operator. Subject to the general oversight and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms of this Agreement and the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, to carry out its duties in accordance with the terms and intent provisions of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoing, the Operator shall have the following powers and dutiesduties which shall be discharged in accordance with approved Programs and under the general guidance of the Management Committee:
(a) The the Operator shall manage, direct and control Operations.;
(b) The the Operator shall implement the decisions of the Management Committee, Committee and shall make all expenditures necessary to carry out approved Programs adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.;
(c) The the Operator shall: :
(i) purchase or otherwise acquire for the Venture all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; ;
(iii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and , and
(iiiii) keep the Property Assets free and clear of all Encumbrances liens and encumbrances, except for those existing at the time of of, or created concurrent with concurrently with, the acquisition of such Property or as contemplated in this Agreement Assets, or mechanic's or materialmen's liens which shall be released or discharged in a diligent manner manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee.
(da) The the Operator shall conduct such title examinations and cure such title titles defects as may be advisable in the reasonable judgment of the Operator.;
(eb) The the Operator shall: :
(i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Property; Assets;
(ii) pay all taxes, assessments and like charges on Operations and Property Assets except taxes determined or measured by a Party's or a Participant's the Participants' sales revenue or net income. If authorized by the Management Committee, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal or excessive excessive, or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them them, but in no event shall the Operator permit or allow title to the Property Assets to be lost as a the result of the nonpayment of any taxes, assessments or like leviescharges; and (iii) do all other acts reasonably necessary to maintain the Property.
(f) The Operator shall: (i) apply for all necessary permits, licenses and approvals; (ii) use reasonable best efforts to comply with applicable federal, provincial, local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for Operations.
(g) The Operator shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The other Participant shall have the right to participate in such litigation or administrative proceedings at its own expense. The other Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $1,000,000, which approval shall not unreasonably be withheld.
(h) The Operator shall provide insurance customary for such types of joint venture operations for the benefit of the Participants.
(i) The Operator shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors.
(j) Subject to the availability of funds to carry out an approved Program and Budget, the Operator shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law and shall pay all rental fees or other charges required to maintain the Property.
(k) The Operator shall keep and maintain all required accounting and financial records in accordance with customary accounting practices in the mining industry.
(l) The Operator shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) quarterly progress reports concerning Operations which include statements of Expenditures and comparisons of such Expenditures to the adopted Program and Budget and all pertinent data, including without limitation, drill and assay results, survey results, geological and reserve figures and production reports; (ii) copies of reports concerning Operations; (iii) a detailed final report within 90 days after completion of each Program and Budget which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (iv) such other reports as the Management Committee may reasonably request. At all reasonable times the Operator shall provide the Management Committee or the representative of any Participant upon the request of any member of the Management Committee, access to and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and other information acquired in Operations. In addition, the Operator shall allow the other Participant at the latter's sole risk and expense and subject to reasonable safety regulations to inspect the Property and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations.
(m) The Operator shall undertake all other activities reasonably necessary to fulfill the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and xxxxxx the business of the Venture.
(n) The Operator shall cause to be paid from the bank account established by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faith.and
Appears in 1 contract
Samples: Subscription & Option Agreement (Fronteer Development Group)
Powers and Duties of Operator. Subject to the general oversight and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms of this Agreement and the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, to carry out its duties in accordance with the terms and intent provisions of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoing, the Operator shall have the following powers and dutiesduties as agent acting for and on behalf of the Principal in connection with the Exploration Program:
(a) The Operator shall manage, direct and control Operationsall work and activities to be concluded or carried out in connection with the Exploration Program.
(b) The Operator shall implement the decisions may assume and discharge, acting for and on behalf of the Management CommitteePrincipal, shall make all expenditures necessary the Exploration Expenses relating to carry out approved Programs and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this AgreementExploration Program.
(c) The Operator shall: (i) shall purchase or otherwise acquire or itself furnish all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Property free and clear of all Encumbrances except for those existing at the time of or created concurrent with the acquisition of such Property or as contemplated in this Agreement or mechanic's or materialmen's liens which shall be released or discharged in a diligent manner or Encumbrances specifically approved by the Management CommitteeExploration Program.
(d) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall: (i) make or arrange for all payments required by leases, licenses, permitspermits (including Environmental Permits), contracts and other agreements related to the PropertyProperties; (ii) pay all taxesTaxes, assessments and like similar charges on Operations and Property except taxes determined or measured by a Party's or a Participant's sales revenue or net income. If authorized by the Management Committee, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal or excessive or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them but in no event shall the Operator permit or allow title related to the Property to be lost as a result of the nonpayment of any taxes, assessments or like levies; Exploration Program and (iii) do pay in due course all other acts reasonably necessary to maintain employees, contractors and agents hired or employed in connection with the PropertyExploration Program.
(fe) The Operator shall: (i) apply for and use its best efforts to obtain all necessary permitspermits (including Environmental Permits), licenses and approvalsapprovals required for the Exploration Program; (ii) use reasonable best efforts to comply with all Laws applicable federalto the Properties or to the Exploration Program, provincial, local laws including Environmental Laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereofLaws relating to employment and labour matters; and (iviii) prepare and file all reports or notices required for Operationspursuant to this Agreement or by Law in connection with the Exploration Program. The Operator shall not be in breach of this provision if a violation has occurred in spite of the Operator's good faith efforts to comply, and the Operator has timely cured or disposed of such violation through performance or payment of fines and penalties.
(f) The Operator shall prosecute and defend all litigation or administrative proceedings arising out of the Exploration Program.
(g) The Operator shall prosecute and defend, but shall not initiate without provide for such insurance as is customarily required in the consent of mining industry to conduct activities such as those conducted in connection with the Management Committee, all litigation or administrative proceedings arising out of Operations. The other Participant shall have the right to participate in such litigation or administrative proceedings at its own expense. The other Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $1,000,000, which approval shall not unreasonably be withheldExploration Program.
(h) The Operator shall provide insurance customary for such types of joint venture operations for the benefit of the Participants.
(i) The Operator shall have the right to carry out its responsibilities hereunder through agentsemployees, Affiliates agents or independent contractorscontractors and to hire employees, contractors and agents in connection with the Exploration Program. The Operator shall be solely responsible, subject to reimbursement by the Principal under Section 4.1, for the payment of all fees owing to any such agents and independent contractors and for the payment of all wages and salaries to any such employees and for the satisfaction of any obligation related to the employment of such employees (including severance obligations).
(i) The Operator shall, in connection with the maintenance of accounting and financial records, comply with the terms of Schedule 3.4 of the Asset Purchase Agreement.
(j) Subject to the availability of funds to carry out an approved Program and Budget, the The Operator shall perform notify promptly the Oversight Committee of any allegations of substantial violation of Environmental Laws or cause to be performed during the term of this Agreement all assessment and any other work required by law and shall pay all rental fees or other charges required to maintain the PropertyLaws.
(k) The Operator shall keep and maintain all required accounting and financial records in accordance with customary accounting practices in the mining industry.
(l) The Operator shall keep the Management Oversight Committee advised of all Operations the status of the Exploration Program by submitting in writing to the Management Committee: Oversight Committee (i) quarterly monthly progress reports concerning Operations on the exploration activities, which shall include a description of the status and progress of the Exploration Program and statements of Expenditures and comparisons of such Expenditures to the adopted Program and Budget and all pertinent data, including without limitation, drill and assay results, survey results, geological and reserve figures and production reportsExploration Expenses incurred to-date; (ii) copies of all reports and studies concerning Operationsthe exploration activities, at the request of the representative of the Principal and at its expense; (iii) a detailed final report on the Exploration Program within 90 60 days after completion of each Program and Budget which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of ProgramsExploration Program; and (iv) such other reports as the Management Committee representative of the Principal may reasonably requestrequest from time to time and at the expense of the Principal. At all reasonable times times, the Operator shall provide the Management Oversight Committee or the representative of any Participant upon the request of any member of the Management CommitteeOversight Committee access to, access to and the right to inspect and copy copy, all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records records, and other information acquired in Operations. In additionconnection with the Exploration Program, the Operator shall allow the other Participant at the latter's sole risk and expense and subject to reasonable safety regulations of the Party whose representative on the Oversight Committee requested such access or right to inspect the Property and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operationsor copy.
(ml) The Operator shall undertake all other activities reasonably necessary to fulfill the foregoing enumerated powers and shall undertake and is hereby empowered on behalf ensure completion of the Venture to take all such other actions and do all such other things Exploration Program or as are reasonably necessary to advance and xxxxxx the business of the Venture.
(n) The Operator shall cause to be paid from the bank account established otherwise instructed by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faithOversight Committee.
Appears in 1 contract
Powers and Duties of Operator. Subject to the general oversight and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms of this Agreement and the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, to carry out its duties in accordance with the terms and intent provisions of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoing, the Operator shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets:
(a) The the Operator shall shall: (i) manage, direct and control Operations., and (ii) prepare and present to the Management Committee proposed Programs and Budgets as provided in Article 9;
(b) The the Operator shall shall: (i) implement the decisions of the Management Committee, shall (ii) make all expenditures necessary to carry out approved Programs adopted Programs, and shall (iii) promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.;
(c) The the Operator shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made made, to the extent reasonably possible, on the best terms available, taking into account all of the circumstances; , (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; , and (iii) keep the Property Assets free and clear of all Encumbrances Encumbrances, except for those existing at the time of of, or created concurrent with with, the acquisition of such Property or as contemplated in this Agreement Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent manner manner), or Encumbrances specifically approved by the Management Committee.;
(d) The the Operator shall conduct such title examinations and cure such title defects with respect to the Property as may be advisable in the reasonable judgment of the Operator.Operator or as may be requested by the Management Committee;
(e) The the Operator shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other instruments and agreements related to the PropertyAssets; (ii) pay all taxes, assessments and like charges on Operations and Property Assets, except taxes determined or measured by a Party's or a Participant's sales revenue or net income. If , and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations, provided, however, that, if authorized by the Management Committee, the Operator shall have the right to contest (in the courts or otherwise, ) the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal or excessive excessive, or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them them, but in no event shall the Operator permit or allow title to the Property Assets to be lost as a the result of the nonpayment of any taxes, assessments or like levies; charges, and (iii) do all other acts reasonably necessary to maintain the Property.Assets;
(f) The the Operator shall: (i) apply for all necessary permits, licenses and approvals; , (ii) use reasonable best efforts to comply with all applicable federalLaws, provincial, local laws and regulations; (iii) notify promptly the Management Committee promptly of any allegations of substantial violation thereof; of any applicable Laws, and (iv) prepare and file all reports or notices required for for, or as a result of, the Operations.. The Operator shall not be in breach of this provision if a violation has occurred in spite of the Operator's good faith efforts to comply consistent with its standard of care under Section 8.4. In the event of any such violation, the Operator shall timely cure or dispose of such violation on behalf of both Participants through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account;
(g) The the Operator shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of the Operations. The other non-managing Participant shall have the right to participate participate, at its own expense, in such litigation or administrative proceedings at its own expenseproceedings. The other non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $1,000,000, which approval shall not unreasonably be withheld.50,000 in cash or value;
(h) The the Operator shall provide insurance customary for such types of joint venture operations for the benefit of the Participants.Participants as provided in Schedule D, or as may otherwise be determined from time to time by the Management Committee;
(i) The the Operator may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Property may be abandoned or surrendered only as provided in Article 14. Without prior authorization from the Management Committee, however, the Operator shall not: (i) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of $25,000, (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 11.2, (iii) begin a liquidation of the Business, or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Business;
(j) the Operator shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors.;
(jk) Subject to the availability of funds to carry out an approved Program and Budget, the Operator shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law work, and shall pay all rental fees or other charges Governmental Fees, required by applicable Laws in order to maintain the Assets, including the unpatented mining claims and any related sites included within the Property.. The Operator shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Operator shall not be liable on account of any determination by any court or Governmental Authority that the work performed by the Operator does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with an adopted Program and Budget and is performed in accordance with the Operator's standard of care under Section 8.4. The Operator shall timely record with the appropriate county and file with the appropriate United States agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Government Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site. The Operator shall not be liable on account of any determination by any court or Governmental Authority that any such document submitted by the Operator does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Operator's standard of care under Section 8.4;
(kl) The if authorized by the Management Committee, the Operator may: (i) locate, amend or relocate any unpatented mining claim or other site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Property for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Laws hereafter enacted;
(m) the Operator shall keep and maintain all required accounting and financial records pursuant to the procedures described in Schedule B and in accordance with customary cost accounting practices in the mining industry., and shall ensure appropriate separation of accounts unless otherwise agreed by the Participants;
(ln) The the Operator shall maintain Equity Accounts for each Participant. Each Participant's Equity Account shall be credited with the value of such Participant's contributions under Sections 5.1(a) and 5.1(b), as applicable, and shall be credited with amounts contributed by such Participant under Section 5.2(a). Each Participant's Equity Account shall be charged with the cash and the fair market value of property distributed to each Participant (net of liabilities assumed by each Participant and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions, plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Participants, the Operator shall reasonably estimate the fair market value of all Products distributed to the Participants, and such estimated value shall be used, regardless of the actual amount received by each Participant upon disposition of such Products;
(o) the Operator shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) quarterly progress reports concerning Operations which that include statements of Expenditures expenditures and comparisons of such Expenditures expenditures to the an adopted Program and Budget and all pertinent dataBudget, including without limitation, drill and assay results, survey results, geological and reserve figures and production reports; (ii) periodic summaries of data acquired, (iii) copies of reports concerning Operations; , (iiiiv) a detailed final report within 90 days after completion of each Program and Budget Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; , and (ivv) such other reports as any member of the Management Committee may reasonably request. At Subject to Article 17, at all reasonable times the Operator shall provide the members of the Management Committee Committee, or the other representative of any a Participant upon the request of any such Participant's member of the Management Committee, access to to, and the right to inspect and copy copy, all maps, drill logslogs and other drilling data, core tests, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and other information acquired in Operations. In addition, Business Information of any kind;
(p) the Operator shall allow the other Participant non-managing Participant, at the latter's sole risk and expense and upon reasonable notice, and subject to reasonable safety regulations regulations, to inspect the Property Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations.;
(mq) the Operator shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Laws or contractual obligations pertaining to Environmental Compliance. To the extent practicable, the Environmental Compliance plan shall incorporate concurrent reclamation of Property disturbed by Operations;
(r) the Operator shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Business. The Operator shall have the right to delegate performance of the Continuing Obligations to Persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Operator shall specify in each Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Operator shall keep the other Participant reasonably informed about the Operator's efforts to discharge Continuing Obligations. Authorized representatives of each Participant shall have the right from time to time to enter the Property to inspect work directed toward satisfaction of Continuing Obligations and audit books, records and accounts related thereto;
(s) the Operator shall maintain any funds deposited into the Environmental Compliance Fund in a separate, interest bearing cash management account, which may include money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds, if any, shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy applicable Laws regarding financial assurance for the reclamation or restoration of the Property, and for other Environmental Compliance requirements;
(t) if Participating Interests are adjusted in accordance with this Agreement, the Operator shall propose to the Management Committee, from time to time, one or more methods for fairly allocating costs for Continuing Obligations; and
(u) the Operator shall undertake all other activities reasonably necessary to fulfill the foregoing enumerated powers foregoing, and shall undertake to implement the policies, objectives, procedures, methods and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and xxxxxx the business of the Venture.
(n) The Operator shall cause to be paid from the bank account established determined by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faithManagement Committee pursuant to Section 7.1.
Appears in 1 contract
Samples: Joint Venture Agreement
Powers and Duties of Operator. Subject to the general oversight and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms of this Agreement and the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, to carry out its duties in accordance with the terms and intent provisions of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoing, the Operator shall have the following powers and dutiesduties which shall be discharged in accordance with adopted Programs and Budgets:
(a) The Operator shall manage, direct and control Operations.Operations and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in Article XI;
(b) The Operator shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out approved adopted Programs and shall promptly advise the Management Committee if it lacks has not received sufficient funds to carry out its responsibilities under this Agreement.;
(c) The Operator shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Property Assets free and clear of all Encumbrances liens and encumbrances, except for those existing at the time of of, or created concurrent with with, the acquisition of such Property Assets, or as contemplated in this Agreement or worker's, mechanic's or materialmen's or construction liens which shall be released or discharged in a diligent manner manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee.;
(d) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the PropertyAssets; (ii) make royalty and/or reimbursement of contributions payments to the Parties and third parties required hereunder; (iii) pay all taxes, assessments and like charges on Operations and Property Assets except taxes determined or measured by a Party's or a Participant's sales revenue or net income; and (iv) do all other acts reasonably necessary to maintain the Assets. If authorized by the Management Committee, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal or excessive excessive, or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them them, but in no event shall the Operator permit or allow title to the Property Assets to be lost as a the result of the nonpayment of any taxes, assessments or like levies; and (iii) do all other acts reasonably necessary to maintain the Property.charges;
(fe) The Operator shall: (i) apply for all necessary permits, licenses and approvals; (ii) use reasonable best efforts to comply with applicable federal, provincial, local laws and regulationsLaws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations.. The Operator shall not be in breach of this provision if a violation has occurred in spite of the Operator's good faith efforts to comply and the Operator has timely cured or disposed of such violation through performance or payment of fines and penalties;
(gf) The Operator shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The other Participant Non-Operator shall have the right to participate participate, at its own expense, in such litigation or administrative proceedings at its own expense. proceedings;
(g) The other Participant Operator shall approve provide insurance for the benefit of the Parties as set out in advance any settlement involving paymentsSchedule F or as may otherwise be prudent in the view of the Management Committee having regard to the Operations authorized, commitments or obligations in excess of $1,000,000, which approval shall not unreasonably be withheld.the risks involved and usual industry practices with respect thereto;
(h) The Operator may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XV. Without prior authorization from the Management Committee, the Operator shall provide insurance customary not: (i) dispose of Assets in any one transaction having a value in excess of $50,000; (ii) enter into any sales contracts or commitments for such types of joint venture operations for the benefit Products; (iii) begin a liquidation of the Participants.Assets; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes set forth in this Agreement;
(i) The Operator shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors.;
(j) Subject to the availability of funds to carry out an approved Program and Budget, the The Operator shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law and shall pay all rental fees or other charges required in order to maintain any unpatented mining claims that are or may become a part of the Property.Properties. The Operator shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Operator shall not be liable on account of any determination by any court or governmental agency that the work performed by the Operator does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the adopted Program and Budget. The Operator shall timely record with the appropriate governmental agency, evidence in proper form attesting to the performance of assessment work or notices of intent to hold in proper form, and allocating therein, to or for the benefit of each claim, at least the minimum amount required by law to maintain such claim or site;
(k) If authorized by the Management Committee, the Operator may: (i) locate, amend or relocate any mineral rights; (ii) locate any fractions resulting from such amendment or relocation; (iii) apply for further mineral rights, permits to mine and/or mining leases or other forms of mineral tenure for any such mineral rights; (iv) abandon any mineral rights for the purpose of relocating such mineral rights or otherwise acquiring from a government agency rights to the ground covered thereby; (v) exchange with or convey to a government agency any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground; (vi) convert any mineral rights into one or more leases or other forms of mineral tenure pursuant to any applicable law; and (vii) contract with and pay compensation to any person including any government or agency thereof for surface rights, rights of access, easements, rights of way or any other form of other tenement whether located at or near the Properties or elsewhere useful in connection with the activities of the Joint Venture;
(l) The Operator shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry.;
(lm) The Operator shall keep the Management Committee advised of all Operations by submitting to the Representative of each Party in writing the following information as soon as it is available to the Management CommitteeOperator: (i) quarterly progress within one month after the end of each calendar quarter a quarterly report and annually within three months after the end of each calendar year an annual summary report, which reports concerning Operations which include statements of Expenditures and comparisons of such Expenditures to the adopted Program and Budget and all pertinent data, including without limitation, drill and assay results, survey results, geological and reserve figures and production reportsBudget; (ii) copies periodic summaries of data acquired; (iii) a copy of any reports concerning Operations; (iiiiv) a detailed final report within 90 60 days after completion of each Program and Budget Budget, which shall include comparisons between actual and budgeted expenditures Expenditures and comparisons between the objectives and results of Programs; and (ivv) a copy of such other reports as the Management Committee either Party may reasonably request. Items (i) through (iii) of this Subsection 10.2(m) shall be submitted by the Operator as it prepares them in the normal course of business. Copying of items (i) through (v) will be charged to the Joint Account. At all reasonable times the Operator shall provide the Management Committee or the representative Representative of any Participant Party, upon the request of any member of the Management Committee, access to to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and other information acquired in OperationsOperations that has not been provided pursuant to items (i) through (v) of this Subsection 10.2(m); such information will be provided to the Management Committee as a charge to the Joint Account and if additional copies are required by a Party, they will be paid for by that Party. In addition, the Operator shall allow upon written request (which request shall not be unreasonably denied) the other Participant Non-Operator, at the latter's sole risk and expense expense, and subject to reasonable safety regulations regulations, to inspect the Property Assets and Operations at all reasonable times, so long as the inspecting Participant Party does not unreasonably interfere with Operations.;
(mn) The Operator shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of this Agreement. The Operator shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Operator shall prepare and distribute to the Parties a Program and Budget for performance of Continuing Obligations and shall keep the Parties reasonably informed about the Operator's efforts to discharge Continuing Obligations. Each Party shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto; and
(o) The Operator shall undertake all other activities reasonably necessary to fulfill fulfil the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and xxxxxx the business of the Venture.
(n) foregoing. The Operator shall cause not be in default of any duty under this Section 10.2 if its failure to be paid perform results from the bank account established failure of the Non-Operator to perform acts or to contribute amounts required of it by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faiththis Agreement.
Appears in 1 contract
Samples: Exploration Option and Operating Joint Venture Agreement (Uranium Power Corp)
Powers and Duties of Operator. Subject to the general oversight terms and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms provisions of this Agreement and subject to such variations as may be prescribed by the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, Management Committee from time to carry out its duties in accordance with the terms and intent of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoingtime, the Operator shall have the following powers and duties, subject to the provision of adequate funding, which shall be discharged in accordance with adopted Programs and Budgets:
(a) The Operator shall manage, direct and control Operations.;
(b) The Operator shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out approved Programs adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.;
(c) The Operator shall: :
(i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; ;
(ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and
(iii) keep the Assets and the Property free and clear of all Encumbrances liens and encumbrances, except for those liens and encumbrances existing at the time of of, or created concurrent with with, the acquisition of such Property or as contemplated in this Agreement the Assets, or mechanic's or materialmenmaterial men's liens which shall be released or discharged in a diligent manner manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee.
(d) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall: (iiv) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets and the Property; ;
(iiv) pay all taxes, assessments and like charges on Operations Operations, Assets and the Property except taxes determined or measured by a Party's or a Participant's sales revenue or net income. If authorized by the Management Committee, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal inequitable or excessive excessive, or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them them, but in no event shall the Operator permit or allow title to the Assets or the Property to be lost as a the result of the nonpayment of any taxes, assessments or like levies; and (iii) do all other acts reasonably necessary to maintain the Property.charges;
(f) The Operator shall: (ivi) apply for all necessary permits, licenses and approvals; ;
(iivii) use reasonable best efforts to comply with applicable federal, provincial, provincial and local laws and regulations; ;
(iiiviii) notify promptly the Management Committee of any allegations of substantial violation thereof; and of any license, regulation, agreement or other matter which may result in a dispute, fine, prosecution, or other liability or investigation or proceeding ;
(ivix) prepare and file all reports or notices required for Operations. The Operator shall not be in breach of this provision if a violation has occurred in spite of the Operator's good faith efforts to comply and the Operator has, or has attempted to, timely cured or disposed of such violation through performance, or payment of fines and penalties; and
(x) shall do all other acts reasonably necessary to maintain the Assets and the Property.
(gd) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The other Participant shall have the right to participate in such litigation or administrative proceedings at its own expense. The other Participant shall approve in advance any Any settlement involving payments, commitments or obligations in excess of $1,000,000, which 50,000 in cash or value shall be subject to the advance approval shall not unreasonably be withheldof the non-managing Participant.
(hf) The Operator shall provide insurance customary for such types of joint venture operations for the benefit of the ParticipantsParticipants as stipulated by the Management Committee.
(g) The Operator may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that the Property may be abandoned or surrendered only as provided in Section 13. However, without prior authorization from the Participants, the Operator shall not:
(i) dispose of Assets in any one transaction having a value in excess of $50,000;
(ii) enter into any sales contracts or commitments for Product, except as permitted in Subsection 11.2;
(iii) begin a liquidation of the Joint Venture; or
(iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Joint Venture.
(h) The Operator shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractorscontractors or, with the written consent of the Participants, to an unrelated third party.
(ji) Subject to the availability of funds to carry out an approved Program and Budget, the The Operator shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law in order to maintain in good standing the mining claims or concessions included within the Property. The Operator shall not be liable on account of any determination by any court or governmental agency that the work performed by Operator does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the adopted Program and Budget and such error does not occur due to negligence of reporting of the Operator to the Management Committee or in the carrying out of the Programs or Budgets. The Operator shall pay all rental fees timely record and file with the appropriate governmental agency, records in proper form attesting to the performance of assessment work, and allocating therein, to or for the benefit of each claim, at least the minimum amount required by law to maintain such claim or site in good standing.
(j) If authorized by the Management Committee, the Operator may:
(i) locate, amend or relocate any mining claim or mill site or tunnel site;
(ii) locate any fractions resulting from such amendment or relocation;
(iii) apply for patents or mining leases or other charges required forms of mineral tenure for any such claims or sites;
(iv) abandon any mining claims for the purpose of locating mill sites or otherwise;
(v) abandon any mill sites for the purpose of locating mining claims or otherwise;
(vi) exchange with or convey to maintain the Propertygovernment of Canada any of the Property for the purpose of acquiring rights to the ground covered thereby or other adjacent ground; and
(vii) convert any claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any law hereafter enacted.
(k) The Operator shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry.
(l) The Operator shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: :
(i) monthly summary progress reports within 15 days of month end which include programs in progress and completed during the month, number of samples collected, and estimated statements of expenditures;
(ii) immediately provide Participants with notice of and written details of all material changes, as such would reasonably be defined pursuant to relevant securities laws;
(iii) quarterly progress reports concerning Operations which include statements of Expenditures expenditures and comparisons of such Expenditures expenditures to be the adopted Program and Budget and all pertinent dataBudget, including without limitation, drill and assay results, survey results, geological and reserve figures and production reports; within 30 days of the end of the calendar quarter;
(iiiv) copies of reports concerning Operations; ;
(iiiv) a detailed final report within 90 60 days after completion of each Program and Budget Budget, and no less frequently than one such report every twelve months, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; , together with the following information:
(A) introduction;
(B) project or property location and access;
(ivC) such other reports as the Management Committee may reasonably request. At physiography, vegetation and climate;
(D) historical background and current exploration program;
(E) description of properties, including claims with expiry dates and assessment requirements;
(F) regional geology;
(G) property geology;
(H) mineralization;
(I) geochemistry -- rock and/or soil with interpretation;
(J) description of individual mineralized zones;
(K) geophysics;
(L) conclusions on exploration potential and interpretative models;
(M) maps of various scales, including location maps, claim maps, geology maps, geochemical sample location maps, detailed maps of showings with all reasonable times the Operator shall provide the Management Committee or the representative location of any Participant upon the request surface samples, trenches and drill holes;
(N) appendices including a list of any member all samples, description of the Management Committee, access to these samples and the right to inspect assays and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and other information acquired in Operations. In addition, the Operator shall allow the other Participant at the latter's sole risk and expense and subject to reasonable safety regulations to inspect the Property and Operations at all reasonable times, so long analytical results (on sheets as the inspecting Participant does not unreasonably interfere with Operations.
(m) The Operator shall undertake all other activities reasonably necessary to fulfill the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and xxxxxx the business of the Venture.
(n) The Operator shall cause to be paid received from the bank account established by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faith.lab); and
Appears in 1 contract
Powers and Duties of Operator. Subject to the general oversight terms and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms provisions of this Agreement and subject to such variations as may be prescribed by the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, Management Committee from time to carry out its duties in accordance with the terms and intent of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoingtime, the Operator shall have the following powers and duties, subject to the provision of adequate funding, which shall be discharged in accordance with adopted Programs and Budgets:
(a) The Operator shall manage, direct and control Operations.;
(b) The Operator shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out approved Programs adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.;
(c) The Operator shall: :
(i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; ;
(ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and
(iii) keep the Assets and the Property free and clear of all Encumbrances liens and encumbrances, except for those liens and encumbrances existing at the time of of, or created concurrent with with, the acquisition of such Property or as contemplated in this Agreement the Assets, or mechanic's or materialmenmaterial men's liens which shall be released or discharged in a diligent manner manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee.
(d) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall: (iiv) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets and the Property; ;
(iiv) pay all taxes, assessments and like charges on Operations Operations, Assets and the Property except taxes determined or measured by a Party's or a Participant's sales revenue or net income. If authorized by the Management Committee, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal inequitable or excessive excessive, or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them them, but in no event shall the Operator permit or allow title to the Assets or the Property to be lost as a the result of the nonpayment of any taxes, assessments or like levies; and (iii) do all other acts reasonably necessary to maintain the Property.charges;
(f) The Operator shall: (ivi) apply for all necessary permits, licenses and approvals; ;
(iivii) use reasonable best efforts to comply with applicable federal, provincial, provincial and local laws and regulations; ;
(iiiviii) notify promptly the Management Committee of any allegations of substantial violation thereof; and of any license, regulation, agreement or other matter which may result in a dispute, fine, prosecution, or other liability or investigation or proceeding ;
(ivix) prepare and file all reports or notices required for Operations. The Operator shall not be in breach of this provision if a violation has occurred in spite of the Operator's good faith efforts to comply and the Operator has, or has attempted to, timely cured or disposed of such violation through performance, or payment of fines and penalties; and
(x) shall do all other acts reasonably necessary to maintain the Assets and the Property.
(gd) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The other Participant shall have the right to participate in such litigation or administrative proceedings at its own expense. The other Participant shall approve in advance any Any settlement involving payments, commitments or obligations in excess of $1,000,000, which 50,000 in cash or value shall be subject to the advance approval shall not unreasonably be withheldof the non-managing Participant.
(hf) The Operator shall provide insurance customary for such types of joint venture operations for the benefit of the ParticipantsParticipants as stipulated by the Management Committee.
(g) The Operator may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that the Property may be abandoned or surrendered only as provided in Section 13. However, without prior authorization from the Participants, the Operator shall not:
(i) dispose of Assets in any one transaction having a value in excess of $50,000;
(ii) enter into any sales contracts or commitments for Product, except as permitted in Subsection 11.2;
(iii) begin a liquidation of the Joint Venture; or
(iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Joint Venture.
(h) The Operator shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractorscontractors or, with the written consent of the Participants, to an unrelated third party.
(ji) Subject to the availability of funds to carry out an approved Program and Budget, the The Operator shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law in order to maintain in good standing the mining claims or concessions included within the Property. The Operator shall not be liable on account of any determination by any court or governmental agency that the work performed by Operator does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the adopted Program and Budget and such error does not occur due to negligence of reporting of the Operator to the Management Committee or in the carrying out of the Programs or Budgets. The Operator shall pay all rental fees timely record and file with the appropriate governmental agency, records in proper form attesting to the performance of assessment work, and allocating therein, to or for the benefit of each claim, at least the minimum amount required by law to maintain such claim or site in good standing.
(j) If authorized by the Management Committee, the Operator may:
(i) locate, amend or relocate any mining claim or mill site or tunnel site;
(ii) locate any fractions resulting from such amendment or relocation;
(iii) apply for patents or mining leases or other charges required forms of mineral tenure for any such claims or sites;
(iv) abandon any mining claims for the purpose of locating mill sites or otherwise;
(v) abandon any mill sites for the purpose of locating mining claims or otherwise;
(vi) exchange with or convey to maintain the Propertygovernment of Canada any of the Property for the purpose of acquiring rights to the ground covered thereby or other adjacent ground; and
(vii) convert any claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any law hereafter enacted.
(k) The Operator shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry.
(l) The Operator shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: :
(i) monthly summary progress reports within 15 days of month end which include programs in progress and completed during the month, number of samples collected, and estimated statements of expenditures;
(ii) immediately provide Participants with notice of and written details of all material changes, as such would reasonably be defined pursuant to relevant securities laws;
(iii) quarterly progress reports concerning Operations which include statements of Expenditures expenditures and comparisons of such Expenditures expenditures to be the adopted Program and Budget and all pertinent dataBudget, including without limitation, drill and assay results, survey results, geological and reserve figures and production reports; within 30 days of the end of the calendar quarter;
(iiiv) copies of reports concerning Operations; ;
(iiiv) a detailed final report within 90 60 days after completion of each Program and Budget Budget, and no less frequently than one such report every twelve months, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; , together with the following information:
(A) introduction;
(B) project or property location and access;
(ivC) such other reports as the Management Committee may reasonably request. At physiography, vegetation and climate;
(D) historical background and current exploration program;
(E) description of properties, including claims with expiry dates and assessment requirements;
(F) regional geology;
(G) property geology;
(H) mineralization;
(I) geochemistry-- rock and/or soil with interpretation;
(J) description of individual mineralized zones;
(K) geophysics;
(L) conclusions on exploration potential and interpretative models;
(M) maps of various scales, including location maps, claim maps, geology maps, geochemical sample location maps, detailed maps of showings with all reasonable times the Operator shall provide the Management Committee or the representative location of any Participant upon the request surface samples, trenches and drill holes;
(N) appendices including a list of any member all samples, description of the Management Committee, access to these samples and the right to inspect assays and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and other information acquired in Operations. In addition, the Operator shall allow the other Participant at the latter's sole risk and expense and subject to reasonable safety regulations to inspect the Property and Operations at all reasonable times, so long analytical results (on sheets as the inspecting Participant does not unreasonably interfere with Operations.
(m) The Operator shall undertake all other activities reasonably necessary to fulfill the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and xxxxxx the business of the Venture.
(n) The Operator shall cause to be paid received from the bank account established by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faith.lab); and
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Powers and Duties of Operator. Subject to the general oversight and direction of the Management Committee, the Operator is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms of this Agreement and the last approved Program and Budget. The Operator agrees, by itself or through its employees, agents or contractors, to carry out its duties in accordance with the terms and intent provisions of this Agreement, on behalf of and for the account of the Participants pursuant to this Agreement. Without limiting the generality of the foregoing, the Operator shall have the following powers and dutiesduties that shall be discharged in accordance with adopted Programs and Budgets:
(a) The Operator shall manage, direct and control Operations.
(b) The Operator shall implement the decisions of the Management Technical Committee, shall make all expenditures necessary to carry out approved Programs adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this AgreementTechnical Committee, who in turn will advise Trend's board of directors and the Advisory Committee.
(c) The Operator shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility utilities and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Property Assets free and clear of all Encumbrances liens and encumbrances, except for those existing at the time of of, or created concurrent with with, the acquisition of such Property or as contemplated in this Agreement Assets, or mechanic's or materialmenmaterial men's liens which shall be released or discharged in a diligent manner matter, or Encumbrances liens and encumbrances specifically approved by the Management Technical Committee.
(d) The Operator shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Operator.
(e) The Operator shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Property; (ii) pay all taxes, assessments and like charges on Operations and Property except taxes determined or measured by a Party's or a Participant's sales revenue or net income. If authorized by the Management Committee, the Operator shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Operator deems them to be unlawful, unjust, unequal or excessive or to undertake such other steps or proceedings as the Operator may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Operator shall be required to pay them but in In no event shall the Operator permit or allow title to the Property Assets to be lost as a the result of the nonpayment non-payment of any taxes, assessments or like leviescharges; and (iii) shall do all other acts reasonably necessary to maintain the PropertyAssets, except as provided in Section 7.6 with respect to GENERAL MINERALS' carriage of certain matters.
(fe) The Operator shall: (i) apply for all necessary permits, licenses and approvals; (ii) use reasonable best efforts to comply with all applicable federal, provincial, local laws and regulations; (iii) notify promptly the Management Technical Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for Operations. The Operator shall not be in breach of this provision if a violation has occurred in spite of the Operator's good faith efforts to comply, and the Operator has timely cured or disposed of such violation through performance, or payment of fines and penalties. For greater certainty, in respect of Subsections 8.2(c), (d) and (e) during the Option Period, TREND shall be responsible for title, property and permitting issues so long as TREND provides the funding.
(gf) The Operator shall prosecute and defend, but shall not initiate without the consent of the Management Technical Committee, all litigation or administrative proceedings arising arise out of Operations. The other Participant GENERAL MINERALS shall have the right to participate in such litigation or administrative proceedings at its own expenseproceedings. The other Participant Technical Committee shall approve in advance any settlement involving payments, commitments or obligations in excess of $1,000,000, which approval fifty thousand dollars (US$50,000) in cash or value.
(g) The Operator shall not unreasonably be withheldprovide insurance for the benefit of the Project during the Option Period for the Assets as determined in accordance with the decisions of the Technical Committee from time to time.
(h) The Operator may dispose of Assets, whether abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XIII. However, without prior authorization from the Technical Committee, the Operator shall provide insurance customary for such types not: (i) dispose of joint venture operations for the benefit Assets or begin a liquidation of the ParticipantsProject; or (ii) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Project.
(i) The Operator shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors.
(j) Subject to the availability of funds to carry out an approved Program and Budget, the The Operator shall perform or cause to be performed during the term of this Agreement all assessment work necessary to comply with agreements, concessions or other instruments constituting and other work required by law governing the Properties and Operations and shall pay all rental fees or other charges required take measures necessary to maintain the Propertysame in full force and effect.
(k) The Operator shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary accounting practices in the mining industryindustry and as necessary to comply with local law and accounting requirements of the jurisdiction of the Properties.
(l) The Operator shall keep the Management Technical Committee advised of all Operations by submitting in writing to the Management Technical Committee: (i) quarterly monthly progress reports concerning Operations which include statements of Expenditures expenditures and comparisons of such Expenditures expenditures to the adopted Program and Budget and all pertinent data, including without limitation, drill and assay results, survey results, geological and reserve figures and production reportsBudget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iiiiv) a detailed final report within 90 forty-five (45) days after completion of each Program and Budget Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (ivv) such other reports as the Management Technical Committee may reasonably request. At all reasonable times the Operator shall provide the Management Technical Committee or the representative of any Participant upon the request of any member of the Management CommitteeTechnical Committee access to, access to and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records records, and other information acquired in Operations. In addition, the Operator shall allow the other Participant at the latter's sole risk and expense and subject to reasonable safety regulations to inspect the Property and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations.
(m) The Operator shall undertake all other activities reasonably necessary to fulfill fulfil the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and xxxxxx the business of the Ventureforegoing.
(n) The Operator shall cause to be paid from the bank account established by the Operator for the Venture, all workmen and wage earners employed by it or its contractors in connection with the Property and/or the Venture, as applicable and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Operator is contesting in good faith.
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Samples: Option Agreement (Trend Mining Corp)
