Surrender or Abandonment of Property Clause Samples

Surrender or Abandonment of Property. The Management Committee may authorize the Operator to surrender or abandon part or all of the Property. If the Management Committee authorizes any such surrender or abandonment over the objection of a Member, the Company shall assign to the objecting Member, by appropriate documents, and without cost to the Company, all of the Company's interest in the property to be abandoned or surrendered, and the abandoned or surrendered property shall cease to be part of the Property. Provided, however, the objecting Member shall assume all responsibility and liabilities arising after such assignment, including but not limited to reclamation and restoration, with regard to the -42- surrendered or abandoned property. Liabilities arising out of Operations prior to such assignment shall remain the obligation of the Company.

Surrender or Abandonment of Property. Either Member may request that the Management Committee authorize the Manager to surrender or abandon part or all of the Properties. If the Management Committee does not authorize such surrender or abandonment after such a request, or authorizes such surrender or abandonment over the objection of a Member, subject to the terms of any Company indebtedness or other contractual or legal restrictions binding on the Company, the Member that desires to retain such Properties shall be distributed such Properties without cost to such Member by special warranty deed, free and clear of all Encumbrances created by, through or under the Member that desires for such Properties to be surrendered or abandoned (but subject to any Encumbrances previously created thereon by the Company or existing at the time such Properties were acquired by the Company), which Properties the Members agree shall be assigned an agreed fair market value as of the time of distribution of zero dollars. As and to the extent provided in Section 4.4, the Member that desires to abandon or surrender such Properties shall remain liable to reimburse the acquiring Member and its Indemnified Member Parties for its share (determined by Interests as of the date of such distribution) of any Adverse Consequences with respect to such Properties, including Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether accruing before or after the date of such distribution, arising out of activities before the date of such distribution.

Surrender or Abandonment of Property. Except to the extent permitted in Article VIII or this Article XIV, neither Participant shall permit or cause any right, title or the Manager to surrender or abandon part or all of the Properties. The Management Committee may authorize the Manager to surrender or abandon part or all of the Properties. If the Management Committee authorizes any such surrender or abandonment over the objection of a Participant, the Participant that desires to abandon or surrender shall assign to the objecting Participant, by special warranty deed and without cost to the surrendering Participant, all of the surrendering Participant’s interest in the property to be abandoned or surrendered, and the abandoned or surrendered property shall cease to be part of the Properties, provided, however, that the objecting Participant shall not conduct or permit any exploration, development or mining operations on any such abandoned or surrendered property assigned to it that would unreasonably interfere with Operations of the Venture.

Surrender or Abandonment of Property. Either Member may request that the Management Committee authorize the Manager to surrender or abandon part or all of the Properties. If the Management Committee does not authorize such surrender or abandonment after such a request, or authorizes such surrender or abandonment over the objection of a Member, subject to the terms of any Project Financing, any Company indebtedness or other contractual or legal restrictions binding on the Company, the Member that desires to retain such Properties shall be distributed such Properties without cost to such Member by special warranty deed, free and clear of all Encumbrances created by, through or under the Member that desires for such Properties to be surrendered or abandoned (but subject to any Encumbrances previously created thereon by the Company or existing at the time such Properties were acquired by the Company), which Properties the Members agree shall be assigned an agreed fair market value as of the time of distribution of zero dollars. As and to the extent provided in Section 4.4, the Member that desires to abandon or surrender such Properties shall remain liable to reimburse the acquiring Member and its Indemnified Member Parties for its share (determined by Interests as of the date of such distribution) of any Adverse Consequences with respect to such Properties, including Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether accruing before or after the date of such distribution, arising out of activities before the date of such distribution.

Surrender or Abandonment of Property. The Management Committee may authorize the Manager to surrender or abandon part or all of the Properties. If the Management Committee authorizes any such surrender or abandonment over the objection of a Participant, the Participant that desires to abandon or surrender shall transfer to the objecting Participant, by appropriate conveyance and without cost to the surrendering Participant, all of the surrendering Participant's interest in the property to be abandoned or surrendered, and the abandoned or surrendered property shall cease to be part of the Properties. If Properties to be abandoned or surrendered are included in a mining lease or sublease, abandonment shall be conducted in accordance with and only to the extent permitted by any appurtenant mining lease or sublease. Any Transfer under this Section 14.1 shall not relieve the transferring Participant of its share of liabilities to third persons arising out of Operations conducted prior to such Transfer. Any assignment of an interest pursuant to this Section 14.1 shall not reduce or change the transferor's Participating Interest.

Surrender or Abandonment of Property. The Management Board may authorize the Manager for Mining to surrender or abandon part or all of the Properties. If the Management Board authorizes any such surrender or abandonment over the objection of a Member, the Company shall assign to the objecting Member, by quit claim deed and without cost to the objecting Member, all of the Company's interest in the property to be abandoned or surrendered, and the abandoned or surrendered property shall cease to be part of the Properties. Notwithstanding any provision of this Section, the Members shall remain liable for Environmental Liabilities, Continuing Obligations and Environmental Compliance with respect to such surrendered property pursuant to Section 6.5.

Surrender or Abandonment of Property. Subject to the terms of the Lease and the Surface Use Agreement, the Management Committee may authorize the Manager to surrender or abandon part or all of the Property. If the Management Committee authorizes any such surrender or abandonment over the objection of a Participant, the Participant that desires to abandon or surrender shall assign to the objecting Participant, by special warranty deed and without cost to the surrendering Participant, all of the surrendering Participant's interest in the property to be abandoned or surrendered, and the abandoned or surrendered property shall cease to be part of the Property.

Surrender or Abandonment of Property. The Board may by Unanimous Approval authorize the President to surrender or abandon part or all of the Properties (“Abandonment Property”). If the Board authorizes by Unanimous Approval any such surrender or abandonment then the Company shall give Notice to each Member at least twenty (20) Business Days in advance of the proposed date of surrender or abandonment (“Abandonment Date”) together with details of the Abandonment Date and details of any Encumbrance on the Abandonment Property created by, through or under the Company. Each Member shall have a period of ten (10) Business Days from receipt of the Notice to elect by Notice to the Company to take an assignment of the Abandonment Property, which assignment will be on an “as is” basis for a total consideration equal to ten dollars ($10). If a Member elects to take an assignment of the Abandonment Property, then the Company shall assign to the electing Member or its nominee, by quitclaim deed or other appropriate instrument and at the cost of the electing Member, all of the Company’s interest in the Abandonment Property, and the Abandonment Property shall cease to be part of the Properties and the Company shall have no further right, title or interest in the Abandonment Property. With effect from date of assignment, the electing Member taking an assignment of the Abandonment Property, and subject to the mining laws and regulations as contained in the Alaska Statutes and the Alaska Administrative Code, including but not limited to the approval where applicable of the commissioner of the Alaska Department of Natural Resources pursuant to 11 AAC 97.330 and 11 AAC 97.350: (a) shall assume all of the liabilities (including any Encumbrance) accruing or attaching to the registered holder or beneficial owner of the Abandonment Property irrespective of whether such liabilities arose or accrued before, on or after the date of assignment to the electing Member; and (b) is solely liable for any Claim, and shall indemnify the other Member and the Company from and against any Claim, arising out of or in connection with the Abandonment Property irrespective of whether the Claim arose before, on or after the date of assignment of the Abandonment Property to the electing Member or was caused or contributed to by any act or omission of the other Member or the Company. If a Member does not give notice to the Company within the period of twenty (20) Business Days referred to above electing to take an assignment of the Aband...

Surrender or Abandonment of Property. Upon unanimous approval of the Board, the Company may surrender or abandon part or all of the Properties. If a Shareholder wishes to individually retain such surrendered or abandoned Properties, subject to the terms of any project financing in relation to the Properties or any Company indebtedness or other contractual or legal restrictions binding on the Company and preventing the surrender or abandonment of such Properties, the Shareholder that desires to retain such Properties shall be distributed such Properties without cost to such Shareholder, other than applicable Taxes, by special warranty deed, free and clear of all Encumbrances (but subject to any Encumbrances previously created thereon by the Company or existing at the time such Properties were acquired by the Company). As and to the extent provided in Section 4.4, the Shareholder that abandons or surrenders such Properties shall remain liable to reimburse the acquiring Shareholder and its Indemnified Shareholder Parties for its share (determined by their Percentage Interest as of the date of such distribution) of any Adverse Consequences with respect to such Properties, including Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether accruing before or after the date of such distribution, arising out of activities after the date hereof and before the date of such distribution.