Common use of Termination by Optionee Clause in Contracts

Termination by Optionee. The Optionee may in its sole discretion terminate this Agreement at any time by giving not less than 30 days prior written notice to that effect to Optionor. Upon expiration of the applicable notice period set forth in the preceding sentence, or if the Agreement is terminated pursuant to any other provision of this Agreement, the Agreement will be of no further force and effect. Upon such termination, Optionee shall have no further obligation to incur Exploration and Development Expenses on or for the benefit of the Property and shall have no further obligations or liabilities to Optionor under this Agreement or with respect to the Property (including without limitation liability for lost profits or consequential, incidental or punitive damages as a result of an election by Optionee to terminate this Agreement), other than (a) as set forth in the remainder of this paragraph, (b) its indemnification obligations under Section 11.1, and (c) its obligation to reclaim (in accordance with applicable law) any disturbances of the Property made by the Optionee. Optionor hereby agrees to grant Optionee such access to the Property as is reasonably necessary to complete any required reclamation. In the event of such termination, Optionor's indemnification obligation under Section 11.2 shall survive. At any time Optionee may, at its option, terminate its interest in some but less than all of the Property by written notice to Optionor, provided that if such notice (or notice of termination of this Agreement in its entirety) is received by Optionor after June 30th of any year, Optionee shall remain obligated to pay the BLM claim maintenance fees (and make all filings and recordings required in connection therewith) for those Claims to which such termination applies for the upcoming assessment year. To the extent the Optionee terminates its interest in some but less than all of the Property, this Agreement shall remain in full force and effect with respect to the remaining Property. Notwithstanding the foregoing provisions of this Section 5.1, if, following termination of this Agreement by Optionee, Optionor enters into an agreement with a third party regarding exploration, development or exploitation of all or any portion of the Property, the Optionee's obligations under this Section 5.1 shall terminate.

Termination by Optionee. The a. Optionee may in its sole discretion elect at any time to terminate this Agreement and its performance hereunder it by conveying all right, title, and interest it may have in the Claims to Optionor. b. The document by which Optionee conveys its interests in the Claims to Optionors shall be substantially in the form of the deed attached to this Agreement as Exhibit D, and shall provide for title, free and clear of any liens or other encumbrances created or arising as a result of Optionee’s possession and ownership of an interest in the Claims. c. Except for those obligations which by their terms survive this Agreement and those obligations the due date or incurrence of which precedes the actual date the said deed is delivered to Optionor, upon conveyance of Optionee’s interest in the Claims to Optionors pursuant to this Section, Optionee’s obligations under this Agreement shall terminate. d. Upon conveyance of all of Optionee’s interest in the Claims to Optionor pursuant to this Section, Optionee i. shall have the right, at its own risk and expense, to remove from the Claims, at any time within one year, all fixtures, personal property and improvements which Optionee has erected or placed thereon, and ii. shall have the obligation to remove within said year, at its own risk and expense, all fixtures, personal property and improvements which Optionee has erected or placed thereon that are described in a notice delivered by giving Optionor to Optionee within 90 days after Optionor’s receipt of the conveyance pursuant to this Section; provided, however, that A2Kb Master Earn-In Agreement North Fork LLC / Kisa Gold Mining, Inc. – Master Earn-In Agreement any such fixtures, personal property and improvements that were not less than 30 days prior written required to be removed within said year and which were not removed shall become and remain Optionor’s sole property. e. Optionee, at its own risk and expense, may post watchmen on the Claims during such one year period; provided, however, that nothing contained in this Agreement shall be construed to prevent Optionor from assuming immediate possession and control of the Claims for the purpose of conducting mineral exploration and development activities thereon or conveying the Claims to third parties so that they may conduct such activities, subject to Optionee’s removal rights hereunder, as limited as provided below. f. Optionee shall make such reasonable accommodations with Optionor concerning the location and relocation of personal property left on the Claims, but not abandoned by Optionee, so as not to interfere with the use of the Claims by Optionor as set forth in this Section; provided, however, that if Optionee fails or refuses to relocate any such items within a reasonable time after notice to do so has been received by Optionee, such personal property may be relocated by Optionor at Optionee’s expense. g. Upon conveyance of Optionee’s interest in the Claims to Optionor as herein provided, all permanent structures on the Claims used or constructed, and abandoned or not removed by Optionee, will be left in a neat, clean, and safe condition and shall become the sole property of Optionor. h. Prior to such conveyance, Optionee will close all openings and shafts that effect it has constructed or used and fence off the same unless otherwise agreed in writing between the parties. Failure of Optionee to fulfill this obligation by the date of conveyance shall constitute authorization for Optionor to do so at Optionee’s expense. i. Optionee will comply with all laws concerning reclamation and, to the maximum extent practicable, restore the Claims to their original condition; subject to reasonable changes made to the Claims as a consequence the activities undertaken pursuant to this Agreement. j. Following conveyance of the Claims to Optionor, Optionee shall promptly deliver to Optionor a copy of all engineering, geologic and factual data obtained from the Claims including assay results, drill hole logs and drill hole location maps which Optionee has obtained or prepared as a result of exploration on the Claims and which has not previously been delivered to Optionor. Upon expiration Optionee A2Kb Master Earn-In Agreement North Fork LLC / Kisa Gold Mining, Inc. – Master Earn-In Agreement makes no representation or warranty as to the accuracy or utility of the applicable notice period set forth in the preceding sentence, or if the Agreement is terminated pursuant to any other provision of this Agreement, the Agreement will be of no further force and effect. Upon such termination, Optionee shall have no further obligation to incur Exploration and Development Expenses on or for the benefit of the Property data and shall have no further obligations or liabilities to Optionor under this Agreement or with respect to the Property (including without limitation liability for lost profits or consequential, incidental or punitive damages as a result of an election by Optionee to terminate this Agreement), other than (a) as set forth in the remainder of this paragraph, (b) its indemnification obligations under Section 11.1, and (c) its obligation to reclaim (in accordance with applicable law) any disturbances of the Property made by the Optionee. Optionor hereby agrees to grant Optionee such access to the Property as is reasonably necessary to complete any required reclamation. In the event of such termination, Optionor's indemnification obligation under Section 11.2 shall survive. At any time Optionee may, at its option, terminate its interest in some but less than all of the Property by written notice to Optionor, provided that if such notice (or notice of termination of this Agreement in its entirety) is received by Optionor after June 30th of any year, Optionee shall remain obligated to pay the BLM claim maintenance fees (and make all filings and recordings required in connection therewith) kind for those Claims to which such termination applies for the upcoming assessment year. To the extent the Optionee terminates its interest in some but less than all any use of the Property, this Agreement shall remain in full force and effect with respect to the remaining Property. Notwithstanding the foregoing provisions of this Section 5.1, if, following termination of this Agreement or reliance thereon by Optionee, Optionor enters into an agreement with a third party regarding exploration, development or exploitation of all or any portion of the Property, the Optionee's obligations under this Section 5.1 shall terminateOptionor.

Termination by Optionee. The Optionee may in its sole discretion terminate this Agreement at any time by giving not less than 30 days prior written notice to that effect to Optionor. Upon expiration of the applicable notice period set forth in the preceding sentence, or if the Agreement is terminated pursuant to any other provision of this Agreement, the Agreement will be of no further force and effect. Upon such termination, Optionee shall have no further obligation to incur Exploration and Development Expenses on or for the benefit of the Property and shall have no further obligations or liabilities to Optionor under this Agreement or with respect to the Property (including without limitation liability for lost profits or consequential, incidental or punitive damages as a result of an election by Optionee to terminate this Agreement), other than (a) as set forth in the remainder of this paragraph, (b) its indemnification obligations under Section 11.1, and (c) its obligation to reclaim (in accordance with applicable law) any disturbances of the Property made by the Optionee. Optionor hereby agrees to grant Optionee such access to the Property as is reasonably necessary to complete any required reclamation. In the event of such termination, Optionor's indemnification obligation under Section 11.2 shall survive. At any time Optionee may, at its option, terminate its interest in some but less than all of the Property by written notice to 9 <PAGE> Optionor, provided that if such notice (or notice of termination of this Agreement in its entirety) is received by Optionor after June 30th of any year, Optionee shall remain obligated to pay the BLM claim maintenance fees (and make all filings and recordings required in connection therewith) for those Claims to which such termination applies for the upcoming assessment year. To the extent the Optionee terminates its interest in some but less than all of the Property, this Agreement shall remain in full force and effect with respect to the remaining Property. Notwithstanding the foregoing provisions of this Section 5.1, if, following termination of this Agreement by Optionee, Optionor enters into an agreement with a third party regarding exploration, development or exploitation of all or any portion of the Property, the Optionee's obligations under this Section 5.1 shall terminate.

Termination by Optionee. The a. Optionee may in its sole discretion elect at any time to terminate this Agreement and its performance hereunder it by conveying all right, title, and interest it may have in the Claims to Optionor. b. The document by which Optionee conveys its interests in the Claims to Optionors shall be substantially in the form of the deed attached to this Agreement as Exhibit D, and shall provide for title, free and clear of any liens or other encumbrances created or arising as a result of Optionee’s possession and ownership of an interest in the Claims. c. Except for those obligations which by their terms survive this Agreement and those obligations the due date or incurrence of which precedes the actual date the said deed is delivered to Optionor, upon conveyance of Optionee’s interest in the Claims to Optionors pursuant to this Section, Optionee’s obligations under this Agreement shall terminate. d. Upon conveyance of all of Optionee’s interest in the Claims to Optionor pursuant to this Section, Optionee i. shall have the right, at its own risk and expense, to remove from the Claims, at any time within one year, all fixtures, personal property and improvements which Optionee has erected or placed thereon, and ii. shall have the obligation to remove within said year, at its own risk and expense, all fixtures, personal property and improvements which Optionee has erected or placed thereon that are described in a notice delivered by giving Optionor to Optionee within 90 days after Optionor’s receipt of the conveyance pursuant to this Section; provided, however, that A2Kb Master Earn-In Agreement any such fixtures, personal property and improvements that were not less than 30 days prior written required to be removed within said year and which were not removed shall become and remain Optionor’s sole property. e. Optionee, at its own risk and expense, may post watchmen on the Claims during such one year period; provided, however, that nothing contained in this Agreement shall be construed to prevent Optionor from assuming immediate possession and control of the Claims for the purpose of conducting mineral exploration and development activities thereon or conveying the Claims to third parties so that they may conduct such activities, subject to Optionee’s removal rights hereunder, as limited as provided below. f. Optionee shall make such reasonable accommodations with Optionor concerning the location and relocation of personal property left on the Claims, but not abandoned by Optionee, so as not to interfere with the use of the Claims by Optionor as set forth in this Section; provided, however, that if Optionee fails or refuses to relocate any such items within a reasonable time after notice to do so has been received by Optionee, such personal property may be relocated by Optionor at Optionee’s expense. g. Upon conveyance of Optionee’s interest in the Claims to Optionor as herein provided, all permanent structures on the Claims used or constructed, and abandoned or not removed by Optionee, will be left in a neat, clean, and safe condition and shall become the sole property of Optionor. h. Prior to such conveyance, Optionee will close all openings and shafts that effect it has constructed or used and fence off the same unless otherwise agreed in writing between the parties. Failure of Optionee to fulfill this obligation by the date of conveyance shall constitute authorization for Optionor to do so at Optionee’s expense. i. Optionee will comply with all laws concerning reclamation and, to the maximum extent practicable, restore the Claims to their original condition; subject to reasonable changes made to the Claims as a consequence the activities undertaken pursuant to this Agreement. j. Following conveyance of the Claims to Optionor, Optionee shall promptly deliver to Optionor a copy of all engineering, geologic and factual data obtained from the Claims including assay results, drill hole logs and drill hole location maps which Optionee has obtained or prepared as a result of exploration on the Claims and which has not previously been delivered to Optionor. Upon expiration Optionee A2Kb Master Earn-In Agreement makes no representation or warranty as to the accuracy or utility of the applicable notice period set forth in the preceding sentence, or if the Agreement is terminated pursuant to any other provision of this Agreement, the Agreement will be of no further force and effect. Upon such termination, Optionee shall have no further obligation to incur Exploration and Development Expenses on or for the benefit of the Property data and shall have no further obligations or liabilities to Optionor under this Agreement or with respect to the Property (including without limitation liability for lost profits or consequential, incidental or punitive damages as a result of an election by Optionee to terminate this Agreement), other than (a) as set forth in the remainder of this paragraph, (b) its indemnification obligations under Section 11.1, and (c) its obligation to reclaim (in accordance with applicable law) any disturbances of the Property made by the Optionee. Optionor hereby agrees to grant Optionee such access to the Property as is reasonably necessary to complete any required reclamation. In the event of such termination, Optionor's indemnification obligation under Section 11.2 shall survive. At any time Optionee may, at its option, terminate its interest in some but less than all of the Property by written notice to Optionor, provided that if such notice (or notice of termination of this Agreement in its entirety) is received by Optionor after June 30th of any year, Optionee shall remain obligated to pay the BLM claim maintenance fees (and make all filings and recordings required in connection therewith) kind for those Claims to which such termination applies for the upcoming assessment year. To the extent the Optionee terminates its interest in some but less than all any use of the Property, this Agreement shall remain in full force and effect with respect to the remaining Property. Notwithstanding the foregoing provisions of this Section 5.1, if, following termination of this Agreement or reliance thereon by Optionee, Optionor enters into an agreement with a third party regarding exploration, development or exploitation of all or any portion of the Property, the Optionee's obligations under this Section 5.1 shall terminateOptionor.

Termination by Optionee. The Optionee may in its sole discretion terminate this Agreement at any time by giving not less than 30 days prior written notice to that effect to Optionor. Upon expiration of the applicable notice period set forth in the preceding sentence, or if the Agreement is terminated pursuant to any other provision of this Agreement, the Agreement will be of no further force and effect. Upon such termination, Optionee shall have no further obligation to incur Exploration and Development Expenses on or for the benefit of the Property and shall have no further obligations or liabilities to Optionor under this Agreement or with respect to the Property (including without limitation liability for lost profits or consequential, incidental or punitive damages as a result of an election by Optionee to terminate this Agreement), other than (a) as set forth in the remainder of this paragraph, (b) its indemnification obligations under Section 11.1, and (c) its obligation to reclaim (in accordance with applicable law) any disturbances of the Property made by the Optionee. Optionor hereby agrees to grant Optionee such access to the Property as is reasonably necessary to complete any required reclamation. In the event of such termination, Optionor's indemnification obligation under Section 11.2 shall survive. At any time Optionee may, at its option, terminate its interest in some but less than all of the Property by written notice to Optionor, provided that if such notice (or notice of termination of this Agreement in its entirety) is received by Optionor after June 30th of any year, Optionee shall remain obligated to pay the BLM claim maintenance fees (and make all filings and recordings required in connection therewith) for those Claims to which such termination applies for the upcoming assessment year. To the extent the Optionee terminates its interest in some but less than all of the Property, this Agreement shall remain in full force and effect with respect to the remaining Property. Notwithstanding the foregoing provisions of this Section 5.1, if, following termination of this Agreement by Optionee, Optionor enters into an agreement with a third party regarding exploration, development or exploitation of all or any portion of the Property, the Optionee's obligations under this Section 5.1 shall terminate.