Common use of Termination of Principal Agreement Clause in Contracts

Termination of Principal Agreement. (1) Subject to the remainder of this clause, the Principal Agreement is hereby terminated with effect on and from the Operative Date and, except as otherwise provided in this Agreement, neither the State nor the Company shall have any claim against the other with respect to any matter or thing in or arising out of the Principal Agreement. (2) Notwithstanding subclause (1), but subject to subclause (6), the Company shall remain liable for any antecedent breach or default under the Principal Agreement and in respect of any indemnity given under the Principal Agreement. (3) Notwithstanding subclause (1): (a) on and from the Operative Date the Cape Bougainville Mining Leases shall continue in force only under and, except as provided in this subclause, subject to the provisions of the Mining Act and, for the avoidance of doubt, shall cease to have the benefit of the rights and privileges conferred by the Principal Agreement; (b) in relation to each of the Cape Bougainville Mining Leases, for the period from and including the Operative Date up to and including the earlier of: (i) the date of expiry of the current term of that mining lease; and (ii) the date on which the companies comprising the Company at the date of this Agreement cease to hold greater than a 30% interest in that mining lease (where such interest may be held individually by one of those companies or by both of them in the aggregate), the holder of that mining lease shall not be required: (iii) to comply with the expenditure conditions prescribed under the Mining Act that are applicable to that mining lease; or (iv) to lodge a Form 5 (operations report–expenditure on mining tenement) in relation to that mining lease in compliance with the requirements of the Mining Act; and (c) in relation to each of the Cape Bougainville Mining Leases, if exploration or mining expenditure has been incurred in the relevant reporting period in relation to that mining lease, the holder of that mining lease must notwithstanding the reporting exemption contained in paragraph (b)(iv) file, or cause to be filed, as the case may be, the mineral exploration report required by section 115A of the Mining Act in relation to that mining lease at the times that would otherwise have been applicable (including whenever required under section 115A(2)(b)) if such exemption had not been granted, and on application under section 103G of the Mining Act made within 3 months after the Operative Date, the State shall cause an endorsement to be made in the register maintained under section 103F of the Mining Act that the provisions of this subclause apply to the Cape Bougainville Mining Leases. (4) Within 14 days after the Operative Date the Company shall pay to the State an amount of $760,000 to fund rehabilitation and other proposed on‑ground activities of the State within the area of land comprised within the Temporary Reserve immediately before the Operative Date. (5) Subject to subclause (6), on and from the Operative Date the Company will indemnify and keep indemnified the State and the State's employees, agents and contractors in respect of all actions, suits, claims, demands or costs of third parties arising out of or in connection with any work carried out by the Company pursuant to the Principal Agreement or relating to its operations under the Principal Agreement or arising out of or in connection with the construction, maintenance or use by the Company or its employees, agents, contractors, assignees or sublessees of the Company's works or services the subject of the Principal Agreement or the plant, apparatus or equipment installed in connection with the Principal Agreement. This indemnity shall remain in force for a period ending on the date which is 20 years after the Operative Date. (6) The Company is not liable to indemnify the State and the State's employees, agents and contractors under subclause (5) or under the Principal Agreement (as the case may be): (a) to the extent that the relevant action, suit, claim, demand or cost relates to activities or works carried out before the Operative Date by the State or the State's employees, agents or contractors (including activities or works funded by the Company); (b) to the extent that the relevant action, suit, claim, demand or cost relates to rehabilitation or other on‑ground activities of the State undertaken after the Operative Date as contemplated by subclause (4); (c) to the extent that the relevant action, suit, claim, demand or cost relates to earthworks or ground disturbances, within the area of land comprised within the Temporary Reserve immediately before the Operative Date, relating to exploration activities conducted pursuant to the Principal Agreement; or (d) to the extent that the relevant action, suit, claim, demand or cost relates to third party use after the Operative Date of works, services, plant, apparatus or equipment constructed, operated or maintained by the Company within the area of land comprised within the Temporary Reserve immediately before the Operative Date, including the airstrip and the access road. (7) For the avoidance of doubt a reference to matters or things in, under, pursuant to, conferred by or arising out of or in connection with the Principal Agreement for the purposes of this clause includes matters or things deemed to be so attributed to the Principal Agreement by section 6 of the Agreement Act.

Termination of Principal Agreement. (1) Subject to the remainder of this clause, the Principal Agreement is hereby terminated with effect on and from the Operative Date and, except as otherwise provided in this Agreement, neither the State nor the Company shall have any claim against the other with respect to any matter or thing in or arising out of the Principal Agreement. (2) Notwithstanding subclause (1), but subject to subclause (6), the Company shall remain liable for any antecedent breach or default under the Principal Agreement and in respect of any indemnity given under the Principal Agreement. (3) Notwithstanding subclause (1): (a) on and from the Operative Date the Cape Bougainville Mining Leases shall continue in force only under and, except as provided in this subclause, subject to the provisions of the Mining Act and, for the avoidance of doubt, shall cease to have the benefit of the rights and privileges conferred by the Principal Agreement; (b) in relation to each of the Cape Bougainville Mining Leases, for the period from and including the Operative Date up to and including the earlier of: (i) the date of expiry of the current term of that mining lease; and (ii) the date on which the companies comprising the Company at the date of this Agreement cease to hold greater than a 30% interest in that mining lease (where such interest may be held individually by one of those companies or by both of them in the aggregate), the holder of that mining lease shall not be required: (iii) to comply with the expenditure conditions prescribed under the Mining Act that are applicable to that mining lease; or (iv) to lodge a Form 5 (operations report–expenditure on mining tenement) in relation to that mining lease in compliance with the requirements of the Mining Act; and (c) in relation to each of the Cape Bougainville Mining Leases, if exploration or mining expenditure has been incurred in the relevant reporting period in relation to that mining lease, the holder of that mining lease must notwithstanding the reporting exemption contained in paragraph (b)(iv) file, or cause to be filed, as the case may be, the mineral exploration report required by section 115A of the Mining Act in relation to that mining lease at the times that would otherwise have been applicable (including whenever required under section 115A(2)(b)) if such exemption had not been granted, and on application under section 103G of the Mining Act made within 3 months after the Operative Date, the State shall cause an endorsement to be made in the register maintained under section 103F of the Mining Act that the provisions of this subclause apply to the Cape Bougainville Mining Leases. (4) Within 14 days after the Operative Date the Company shall pay to the State an amount of $760,000 to fund rehabilitation and other proposed on‑ground on-ground activities of the State within the area of land comprised within the Temporary Reserve immediately before the Operative Date. (5) Subject to subclause (6), on and from the Operative Date the Company will indemnify and keep indemnified the State and the State's employees, agents and contractors in respect of all actions, suits, claims, demands or costs of third parties arising out of or in connection with any work carried out by the Company pursuant to the Principal Agreement or relating to its operations under the Principal Agreement or arising out of or in connection with the construction, maintenance or use by the Company or its employees, agents, contractors, assignees or sublessees of the Company's works or services the subject of the Principal Agreement or the plant, apparatus or equipment installed in connection with the Principal Agreement. This indemnity shall remain in force for a period ending on the date which is 20 years after the Operative Date. (6) The Company is not liable to indemnify the State and the State's employees, agents and contractors under subclause (5) or under the Principal Agreement (as the case may be): (a) to the extent that the relevant action, suit, claim, demand or cost relates to activities or works carried out before the Operative Date by the State or the State's employees, agents or contractors (including activities or works funded by the Company); (b) to the extent that the relevant action, suit, claim, demand or cost relates to rehabilitation or other on‑ground on-ground activities of the State undertaken after the Operative Date as contemplated by subclause (4); (c) to the extent that the relevant action, suit, claim, demand or cost relates to earthworks or ground disturbances, within the area of land comprised within the Temporary Reserve immediately before the Operative Date, relating to exploration activities conducted pursuant to the Principal Agreement; or (d) to the extent that the relevant action, suit, claim, demand or cost relates to third party use after the Operative Date of works, services, plant, apparatus or equipment constructed, operated or maintained by the Company within the area of land comprised within the Temporary Reserve immediately before the Operative Date, including the airstrip and the access road. (7) For the avoidance of doubt a reference to matters or things in, under, pursuant to, conferred by or arising out of or in connection with the Principal Agreement for the purposes of this clause includes matters or things deemed to be so attributed to the Principal Agreement by section 6 of the Agreement Act.

Termination of Principal Agreement. (1) Subject to the remainder of this clause, the Principal Agreement is hereby terminated with effect on and from the Operative Date and, except as otherwise provided in this Agreement, neither the State nor the Company shall have any claim against the other with respect to any matter or thing in or arising out of the Principal Agreement. (2) Notwithstanding subclause (1), but subject to subclause (6), the Company shall remain liable for any antecedent breach or default under the Principal Agreement and in respect of any indemnity given under the Principal Agreement. (3) Notwithstanding subclause (1): (a) on and from the Operative Date the Cape Bougainville Mining Leases shall continue in force only under and, except as provided in this subclause, subject to the provisions of the Mining Act and, for the avoidance of doubt, shall cease to have the benefit of the rights and privileges conferred by the Principal Agreement; (b) in relation to each of the Cape Bougainville Mining Leases, for the period from and including the Operative Date up to and including the earlier of: (i) the date of expiry of the current term of that mining lease; and (ii) the date on which the companies comprising the Company at the date of this Agreement cease to hold greater than a 30% interest in that mining lease (where such interest may be held individually by one of those companies or by both of them in the aggregate), the holder of that mining lease shall not be required:, (iii) to comply with the expenditure conditions prescribed under the Mining Act that are applicable to that mining lease; or (iv) to lodge a Form 5 (operations report–expenditure on mining tenement) in relation to that mining lease in compliance with the requirements of the Mining Act; and (c) in relation to each of the Cape Bougainville Mining Leases, if exploration or mining expenditure has been incurred in the relevant reporting period in relation to that mining lease, the holder of that mining lease must notwithstanding the reporting exemption contained in paragraph (b)(iv) file, or cause to be filed, as the case may be, the mineral exploration report required by section 115A of the Mining Act in relation to that mining lease at the times that would otherwise have been applicable (including whenever required under section 115A(2)(b)) if such exemption had not been granted, and on application under section 103G of the Mining Act made within 3 months after the Operative Date, the State shall cause an endorsement to be made in the register maintained under section 103F of the Mining Act that the provisions of this subclause apply to the Cape Bougainville Mining Leases. (4) Within 14 days after the Operative Date the Company shall pay to the State an amount of $760,000 to fund rehabilitation and other proposed on‑ground on-ground activities of the State within the area of land comprised within the Temporary Reserve immediately before the Operative Date. (5) Subject to subclause (6), on and from the Operative Date the Company will indemnify and keep indemnified the State and the State's employees, agents and contractors in respect of all actions, suits, claims, demands or costs of third parties arising out of or in connection with any work carried out by the Company pursuant to the Principal Agreement or relating to its operations under the Principal Agreement or arising out of or in connection with the construction, maintenance or use by the Company or its employees, agents, contractors, assignees or sublessees of the Company's works or services the subject of the Principal Agreement or the plant, apparatus or equipment installed in connection with the Principal Agreement. This indemnity shall remain in force for a period ending on the date which is 20 years after the Operative Date. (6) The Company is not liable to indemnify the State and the State's employees, agents and contractors under subclause (5) or under the Principal Agreement (as the case may be): (a) to the extent that the relevant action, suit, claim, demand or cost relates to activities or works carried out before the Operative Date by the State or the State's employees, agents or contractors (including activities or works funded by the Company); (b) to the extent that the relevant action, suit, claim, demand or cost relates to rehabilitation or other on‑ground on-ground activities of the State undertaken after the Operative Date as contemplated by subclause (4); (c) to the extent that the relevant action, suit, claim, demand or cost relates to earthworks or ground disturbances, within the area of land comprised within the Temporary Reserve immediately before the Operative Date, relating to exploration activities conducted pursuant to the Principal Agreement; or (d) to the extent that the relevant action, suit, claim, demand or cost relates to third party use after the Operative Date of works, services, plant, apparatus or equipment constructed, operated or maintained by the Company within the area of land comprised within the Temporary Reserve immediately before the Operative Date, including the airstrip and the access road. (7) For the avoidance of doubt a reference to matters or things in, under, pursuant to, conferred by or arising out of or in connection with the Principal Agreement for the purposes of this clause includes matters or things deemed to be so attributed to the Principal Agreement by section 6 of the Agreement Act.

Termination of Principal Agreement. (1) Subject to the remainder of this clause, the Principal Agreement is hereby terminated with effect on and from the Operative Date and, except as otherwise provided in this Agreement, neither the State nor the Company shall have any claim against the other with respect to any matter or thing in or arising out of the Principal Agreement. (2) Notwithstanding subclause (1), but subject to subclause (6), the Company shall remain liable for any antecedent breach or default under the Principal Agreement and in respect of any indemnity given under the Principal Agreement. (3) Notwithstanding subclause (1): (a) on and from the Operative Date the Cape Bougainville Mining Leases shall continue in force only under and, except as provided in this subclause, subject to the provisions of the Mining Act and, for the avoidance of doubt, shall cease to have the benefit of the rights and privileges conferred by the Principal Agreement; (b) in relation to each of the Cape Bougainville Mining Leases, for the period from and including the Operative Date up to and including the earlier of: (i) the date of expiry of the current term of that mining lease; and (ii) the date on which the companies comprising the Company at the date of this Agreement cease to hold greater than a 30% interest in that mining lease (where such interest may be held individually by one of those companies or by both of them in the aggregate), the holder of that mining lease shall not be required: (iii) to comply with the expenditure conditions prescribed under the Mining Act that are applicable to that mining lease; or (iv) to lodge a Form 5 (operations report–expenditure on mining tenement) in relation to that mining lease in compliance with the requirements of the Mining Act; and (c) in relation to each of the Cape Bougainville Mining Leases, if exploration or mining expenditure has been incurred in the relevant reporting period in relation to that mining lease, the holder of that mining lease must notwithstanding the reporting exemption contained in paragraph (b)(iv) file, or cause to be filed, as the case may be, the mineral exploration report required by section 115A of the Mining Act in relation to that mining lease at the times that would otherwise have been applicable (including whenever required under section 115A(2)(b)) if such exemption had not been granted, and on application under section 103G of the Mining Act made within 3 months after the Operative Date, the State shall cause an endorsement to be made in the register maintained under section 103F of the Mining Act that the provisions of this subclause apply to the Cape Bougainville Mining Leases. (4) Within 14 days after the Operative Date the Company shall pay to the State an amount of $760,000 to fund rehabilitation and other proposed on‑ground on-ground activities of the State within the area of land comprised within the Temporary Reserve immediately before the Operative Date. (5) Subject to subclause (6), on and from the Operative Date the Company will indemnify and keep indemnified the State and the State's employees, agents and contractors in respect of all actions, suits, claims, demands or costs of third parties arising out of or in connection with any work carried out by the Company pursuant to the Principal Agreement or relating to its operations under the Principal Agreement or arising out of or in connection with the construction, maintenance or use by the Company or its employees, agents, contractors, assignees or sublessees of the Company's works or services the subject of the Principal Agreement or the plant, apparatus or equipment installed in connection with the Principal Agreement. This indemnity shall remain in force for a period ending on the date which is 20 years after the Operative Date. (6) The Company is not liable to indemnify the State and the State's employees, agents and contractors under subclause (5) or under the Principal Agreement (as the case may be): (a) to the extent that the relevant action, suit, claim, demand or cost relates to activities or works carried out before the Operative Date by the State or the State's employees, agents or contractors (including activities or works funded by the Company); (b) to the extent that the relevant action, suit, claim, demand or cost relates to rehabilitation or other on‑ground activities of the State undertaken after the Operative Date as contemplated by subclause (4); (c) to the extent that the relevant action, suit, claim, demand or cost relates to earthworks or ground disturbances, within the area of land comprised within the Temporary Reserve immediately before the Operative Date, relating to exploration activities conducted pursuant to the Principal Agreement; or (d) to the extent that the relevant action, suit, claim, demand or cost relates to third party use after the Operative Date of works, services, plant, apparatus or equipment constructed, operated or maintained by the Company within the area of land comprised within the Temporary Reserve immediately before the Operative Date, including the airstrip and the access road. (7) For the avoidance of doubt a reference to matters or things in, under, pursuant to, conferred by or arising out of or in connection with the Principal Agreement for the purposes of this clause includes matters or things deemed to be so attributed to the Principal Agreement by section 6 of the Agreement Act.