Common use of Sole Risk Activities on Iron Ore JV Clause in Contracts

Sole Risk Activities on Iron Ore JV. Tenements (a) Any notice under item 5(a) must contain the following information: (i) the reasons for the selection of the applicable JV Tenement as the location of the Proposed Activities; and (ii) the scope of the Proposed Activities, including: (A) details of the forecast timeframe within which the Proposed Activities are to be commenced and completed; (B) details of any Authorisations required to implement and undertake the Proposed Activities; (C) detailed technical information, plans, specifications, maps and any other information which may reasonably be considered relevant to the Manager for the purposes of making a determination under paragraph (b); and (D) details of the steps (if any) the Sole Funding Party or its Related Corporation proposes to take to minimise any interference or disruption to the JV Operations in connection with the Proposed Activities. (b) the Owner that is not the Sole Funding Party will provide written notice to the Sole Funding Party and the Manager which either: (i) consents to the Proposed Activities without qualification; (ii) subject to paragraph (c), refuses to consent to the Proposed Activities; or * * * Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission (iii) subject to paragraph (c), consents to the proposed Activities, provided that as a condition to such consent the relevant Owner or its Related Corporation make reasonable alterations to the Proposed Activities or comply with reasonable conditions on the conduct of the Proposed Activities. If a relevant Owner fails to give such notice * * * it will be deemed to have given consent pursuant to paragraph (b)(i). (c) A relevant Owner may only refuse to consent pursuant to paragraph (b)(ii), or require alterations or impose conditions to its consent pursuant to paragraph (b)(iii), if it reasonably determines, after consultation with the Sole Funding Party, that the Proposed Activities are likely to: (i) unduly prejudice or interfere with any current or prospective JV Operations (including on any area that the Owner that is not the Sole Funding Party reasonably expects will become a JV Tenement in connection with future JV Operations); or (ii) materially reduce the quantity of economically extractable iron ore available to the WA Iron Ore JV. In order to enable the relevant Owner to make a determination under paragraph (b), the Manager must provide that Owner with such information and such assistance as may reasonably be required by that Owner. (d) A relevant Owner may not refuse to grant such consent, or impose such alterations or conditions, where the Sole Funding Party or its Related Corporation is required to undertake the Proposed Activities on the relevant JV Tenement pursuant to any applicable Law or requirement of any Authority. (e) If a relevant Owner consents to the Proposed Activities pursuant to paragraphs (b)(i) or (iii), the Sole Funding Party will, or will procure that its Related Corporations will: (i) comply with any conditions or qualifications specified in that consent; and (ii) take reasonable steps to ensure that the Proposed Activities do not: (A) unduly prejudice or interfere with any current or prospective JV Operations; or (B) materially reduce the quantity of economically extractable iron ore available to the WA Iron Ore JV, by conducting additional drilling to ensure that any prospective resources are not sterilised by the proposed activities or where this is not practicable, the payment of agreed compensation of prospective resources. (f) If, notwithstanding paragraph (e), the Proposed Activities of the Sole Funding Party unduly prejudice or interfere with any current or prospective JV Operations or materially reduce the quantity of economically extractable iron ore available to the WA Iron Ore JV, then the parties will meet and discuss in good faith the measures that the Sole Funding Party can take to rectify the situation (including the form and quantum of any compensation it may to pay to the WA Iron Ore JV) as soon as reasonably practicable. If the parties are unable to (g) agree on the measures the Sole Funding Party is required to take to rectify the situation, then any party may refer the matter for determination by the Independent Expert in accordance with clause 16. * * * Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission

Sole Risk Activities on Iron Ore JV. Tenements (a) Any notice under item 5(a) must contain the following information: (i) the reasons for the selection of the applicable JV Tenement as the location of the Proposed Activities; and (ii) the scope of the Proposed Activities, including: (A) details of the forecast timeframe within which the Proposed Activities are to be commenced and completed; (B) details of any Authorisations required to implement and undertake the Proposed Activities; (C) detailed technical information, plans, specifications, maps and any other information which may reasonably be considered relevant to the Manager for the purposes of making a determination under paragraph (b); and (D) details of the steps (if any) the Sole Funding Party or its Related Corporation proposes to take to minimise any interference or disruption to the JV Operations in connection with the Proposed Activities. (b) the Owner that is not the Sole Funding Party will provide written notice to the Sole Funding Party and the Manager which either: (i) consents to the Proposed Activities without qualification; (ii) subject to paragraph (c), refuses to consent to the Proposed Activities; or * * * Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commissionor (iii) subject to paragraph (c), consents to the proposed Activities, provided that as a condition to such consent the relevant Owner or its Related Corporation make reasonable alterations to the Proposed Activities or comply with reasonable conditions on the conduct of the Proposed Activities. West Australian Iron Ore Production Joint Venture Agreement * * * Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission If a relevant Owner fails to give such notice * * * it will be deemed to have given consent pursuant to paragraph (b)(i). (c) A relevant Owner may only refuse to consent pursuant to paragraph (b)(ii), or require alterations or impose conditions to its consent pursuant to paragraph (b)(iii), if it reasonably determines, after consultation with the Sole Funding Party, that the Proposed Activities are likely to: (i) unduly prejudice or interfere with any current or prospective JV Operations (including on any area that the Owner that is not the Sole Funding Party reasonably expects will become a JV Tenement in connection with future JV Operations); or (ii) materially reduce the quantity of economically extractable iron ore available to the WA Iron Ore JV. In order to enable the relevant Owner to make a determination under paragraph (b), the Manager must provide that Owner with such information and such assistance as may reasonably be required by that Owner. (d) A relevant Owner may not refuse to grant such consent, or impose such alterations or conditions, where the Sole Funding Party or its Related Corporation is required to undertake the Proposed Activities on the relevant JV Tenement pursuant to any applicable Law or requirement of any Authority. (e) If a relevant Owner consents to the Proposed Activities pursuant to paragraphs (b)(i) or (iii), the Sole Funding Party will, or will procure that its Related Corporations will: (i) comply with any conditions or qualifications specified in that consent; and (ii) take reasonable steps to ensure that the Proposed Activities do not: (A) unduly prejudice or interfere with any current or prospective JV Operations; or (B) materially reduce the quantity of economically extractable iron ore available to the WA Iron Ore JV, by conducting additional drilling to ensure that any prospective resources are not sterilised by the proposed activities or where this is not practicable, the payment of agreed compensation of prospective resources. (f) If, notwithstanding paragraph (e), the Proposed Activities of the Sole Funding Party unduly prejudice or interfere with any current or prospective JV Operations or materially reduce the quantity of economically extractable iron ore available to the WA Iron Ore JV, then the parties will meet and discuss in good faith the measures that the Sole Funding Party can take to rectify the situation (including the form and quantum of any compensation it may to pay to the WA Iron Ore JV) as soon as reasonably practicable. If the parties are unable to (g) agree on the measures the Sole Funding Party is required to take to rectify the situation, then any party may refer the matter for determination by the Independent Expert in accordance with clause 16. * * * Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange CommissionWest Australian Iron Ore Production Joint Venture Agreement