Common use of Disposition of Assets on Termination Clause in Contracts

Disposition of Assets on Termination. (a) The Operator shall take all action necessary to wind up the activities of the Joint Venture and all costs and expenses documented and reasonably incurred in connection with the termination of the Joint Venture shall be expenses chargeable to the Joint Venture Account. Any Participant that has a negative capital account balance when the Joint Venture is terminated for any reason shall contribute to the Joint Venture Account an amount sufficient to raise such balance to zero. The Joint Venture Property shall first be paid, applied or distributed in satisfaction of all Liabilities of the Joint Venture to third Persons and then to satisfy any Liabilities owed to the Participants. Before distributing any funds or property to the Participants, the Operator shall have the right to segregate amounts which are necessary to discharge continuing obligations or to purchase, for the account of the Participants, bonds or other securities for the performance of such obligations in the Operator’s reasonable judgment. Thereafter, any remaining cash and all other property shall be distributed (in undivided interests unless otherwise agreed) to the Participants in proportion to their respective Participating Interests, subject to any dilution, reduction or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. (b) Notwithstanding Section 17.3(a) above, in the event either of the Participants to this Agreement wish to purchase all or part of the saleable assets of the Joint Venture, they shall provide written notice to the other Participant within sixty (60) days of the cessation of mining and milling activities. In the event only one Participant wishes to purchase the subject assets, it shall be obligated to purchase those assets at fair market value. In the event more than one Participant wishes to purchase the subject assets, each Participant shall be required to tender a sealed bid with respect to the purchase of the assets to an agreed depository. The said tenders shall then be opened and the Participant with the highest tender shall be obligated to purchase all of the assets.

Disposition of Assets on Termination. (a) The Operator Promptly after termination under section 14.1, the Manager shall take all action necessary to wind up the activities of the Joint Venture and all costs and expenses documented and reasonably incurred in connection with the termination of the Joint Venture shall be expenses chargeable to the Joint Venture AccountVenture. Any Participant that has a negative capital account balance when the Joint Venture is terminated for any reason shall contribute to the Joint Assets of the Venture Account an amount sufficient to raise such balance to zero. The Joint Venture Property Assets shall first be paid, applied or distributed in satisfaction of all Liabilities liabilities of the Joint Venture to third Persons parties and then to satisfy any Liabilities debts, obligations, or liabilities owed to the Participants. Before distributing any funds or property Assets to the Participants, the Operator Manager shall have the right to segregate amounts which in the Manager's reasonable judgment are necessary to discharge continuing obligations or to purchase, purchase for the account of the Participants, bonds or other securities for the performance of such obligations in obligations. The foregoing shall not be construed to include the Operator’s reasonable judgmentrepayment of any Participant's capital contributions. Thereafter, any remaining cash and all other property Assets shall be distributed (in undivided interests Interests unless otherwise agreed) to the Participants in proportion to their respective Participating Interest, first in the ratio and to the extent of their respective capital accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. (b) Notwithstanding Section 17.3(a) above, . No Participant shall receive a distribution of any interest in Products or proceeds from the event either of the Participants sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement wish to purchase all or part of the saleable assets of the Joint Venture, they shall provide written notice to the other Participant within sixty (60) days of the cessation of mining and milling activities. In the event only one Participant wishes to purchase the subject assets, it shall be obligated to purchase those assets at fair market value. In the event more than one Participant wishes to purchase the subject assets, each Participant shall be required to tender a sealed bid with respect to the purchase of the assets to an agreed depository. The said tenders shall then be opened and the Participant with the highest tender shall be obligated to purchase all of the assetsAgreement.

Disposition of Assets on Termination. (a) The Promptly after an event requiring termination has occurred, the Operator shall take all action necessary to wind up the activities of the Joint Venture Venture, and all costs and expenses documented and reasonably incurred in connection with the termination of the Joint Venture shall be expenses chargeable to the Joint Venture AccountParticipants. Any In accordance with Exhibit B any Participant that has a negative capital account Capital Account balance when the Joint Venture is terminated for any reason shall contribute to the Assets of the Joint Venture Account an amount sufficient to raise such balance to zero. The Joint Venture Assets and the Property shall first be paid, applied applied, or distributed in satisfaction of all Liabilities liabilities of the Joint Venture to third Persons parties and then to satisfy any Liabilities debts, obligations, or liabilities owed to the Participants. Before distributing any funds finds or property Assets or Property to the Participants, the Operator shall have the right to segregate amounts which which, in the Operator's reasonable judgment, are necessary to discharge continuing obligations or to purchase, purchase for the account of the Participants, bonds or other securities for the performance of such obligations in obligations. The foregoing shall not be construed to include the Operator’s reasonable judgmentrepayment of any Participant's capital contributions or Capital Account balance. Thereafter, any remaining cash and all other property Assets and Property shall be distributed (in undivided interests unless otherwise agreed) to the Participants Participants, first in the ratio and to the extent of their respective Capital Accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. (b) Notwithstanding Section 17.3(a) above, . No Participant shall receive a distribution of any interest in Products or proceeds from the event either of the Participants sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement wish to purchase all or part of the saleable assets of the Joint Venture, they shall provide written notice to the other Participant within sixty (60) days of the cessation of mining and milling activities. In the event only one Participant wishes to purchase the subject assets, it shall be obligated to purchase those assets at fair market value. In the event more than one Participant wishes to purchase the subject assets, each Participant shall be required to tender a sealed bid with respect to the purchase of the assets to an agreed depository. The said tenders shall then be opened and the Participant with the highest tender shall be obligated to purchase all of the assetsAgreement.