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(a) On the expiration, surrender or termination of this Agreement by the State under this Agreement, the Company must:

(a) Make the Mining Area safe to the reasonable satisfaction of the State so as to prevent injury to persons, livestock or other property, and to prevent offsite damage;
(b) Comply with the Environmental Management Plan or the Closure Plan as required to avoid imminent damage to the environment; and
(c) Otherwise comply with Applicable Law.

(b) If the State intends to carry out mining operations subsequently in the Mining Area, it must provide Notice within thirty (30) Days of the expiration, surrender or termination date to the Company, and the Company may not take any action inconsistent with that Notice, subject to its rights and obligations under this Agreement and Applicable Law.

Example 1
12.5 Rights and Obligations Following Termination.

(a) After the expiration or termination of this Agreement, COMPANY shall have the rights to access and use the Mine for as long as COMPANY reasonably determines is necessary to permit it to exercise, fulfill, or discharge its accrued rights and obligations.
(b) Upon the expiration or termination of this Agreement, COMPANY shall remove from the Mine as promptly as reasonably possible, but in no event later than eighteen (18) Months after the effective date of such expiration or termination, all equipment, materials and supplies placed on the Sites by COMPANY, and if requested by the STATE, all buildings, structures, and any other improvements placed thereon by COMPANY, except equipment, materials, supplies, buildings, structures, or other improvements that COMPANY intends to use to fulfill or discharge any accrued obligations or to exercise any accrued right, which shall be removed (if applicable) after such obligations have been fulfilled or discharged and such rights fully exercised.
(c) Upon the expiration or termination of this Agreement prior to the completion of the Closure Period in accordance with Section 11.11, COMPANY shall remain responsible for the closure of the Mine in accordance with the Closure Plan contained in the Environmental Management Plan; provided, however, such plan shall be modified to reflect the conditions of the mining operations at the time of such termination; and provided further, that COMPANY shall be released from any obligation to complete closure of the Mine (other than any remaining obligation to fund the Environmental Reserve Fund as provided in Section 9.5 or the Post-Closure Fund as provided in Section 11.11) if a Third Party commences mining or processing operations at the Mine.
(d) Notwithstanding the foregoing, the STATE shall retain responsibility for any rehabilitation or remediation required of any Historic Environmental Matter, except as provided in Section 11.2 and for all Third Party Liability, regardless of the expiration or termination of this Agreement.
12.6 Survival of Certain Provisions.
All obligations of the Parties that accrued prior to termination of this Agreement shall survive termination of this Agreement. In addition, the following provisions shall survive termination or expiration of this Agreement: Articles 5, 8, 13, 15, 16, and 17.

Example 2
If this Agreement is terminated by GOVERNMENT pursuant to Clause 0 or 0:

18.1.10 COMPANY shall surrender to GOVERNMENT all of the Large Scale Mining Licences and the Leases but without prejudice to the liability of any of the Parties in respect of any antecedent breach or default under this Agreement or in respect of any indemnity given;
18.1.11 each Party shall forthwith pay to the other Party all monies that may be owing to the other Party hereunder;
18.1.12 GOVERNMENT shall have the option:
(a) to request that COMPANY abandon the Facilities within a reasonable timetable specified by GOVERNMENT; and
(b) to purchase (subject to any encumbrances thereon) all or any portion of the Facilities at a price equivalent to the fair market value of such assets, which fair market value is to be determined by agreement between GOVERNMENT and COMPANY but failing such agreement by a Sole Expert in accordance with Clause 20.
Such option is to be exercisable by notice to COMPANY given within thirty (30) days following the date of termination of this Agreement. If requested to do so by GOVERNMENT, COMPANY, so far as it is able, shall also assign to GOVERNMENT such contracts related to the Normal Operations to which COMPANY is a party as GOVERNMENT determines and deliver all records of the Facilities held by COMPANY to GOVERNMENT.
18.1.13 COMPANY shall have the right, within the one (1) year period following the thirty (30) day notice period referred to in Clause 18.1.12 (save where the option referred to in such Clause was exercised) to assign or otherwise dispose of all or any portion of the remaining Facilities to any person.
18.1.14 COMPANY shall leave the Facilities and the Mining Areas in a safe and stable condition to the reasonable satisfaction of the Director of Mine Safety having regard to natural conditions in the area and applying generally accepted standards of good mining and metallurgical industry practice; provided that COMPANY shall not be required to alter the physical condition of the mines, the tailings disposal sites or other Facilities beyond the requirements of the Final Environmental and Social Management Plan.

Upon the expiry of the one (1) year period referred to in Clause 18.1.13 all Facilities which remain on the Mining Areas shall become the property of GOVERNMENT without any cost to GOVERNMENT or any liability for GOVERNMENT to pay compensation therefor.

Clauses 0, 0, 19, 20, 21, 23, 24, 25, 28 and 34, shall continue in force notwithstanding the termination of the rest of this Agreement.

Example 3
Effect of cessation or determination of Agreement
39.

(1) On the cessation or determination of this Agreement –

(a) except as otherwise agreed by the Minister the rights of the Company to, in or under this Agreement and the rights of the Company or of any assignee of the Company or any mortgagee to, in or under the mining lease and any other lease, licence, easement or other title or right granted hereunder or pursuant hereto (but excluding townsite lots which have been granted to or acquired by the Company and which are no longer owned by it) shall thereupon cease and determine but without prejudice to the liability of any of the parties hereto in respect of any antecedent breach or default under this Agreement or in respect of any indemnity given under this Agreement;
(b) the Company shall forthwith pay to the State all moneys which may then have become payable or accrued due;
(c) save as aforesaid and as otherwise provided in this Agreement neither the State nor the Company shall have any claim against the other of them with respect to any matter or thing in or arising out of this Agreement.

(2) Except as otherwise determined by the Minister and subject to the provisions of subclause (3), upon the cessation or determination of this Agreement all buildings, erections and other improvements erected on any land then occupied by the Company under the mining lease or any other lease, licence, easement or other title made under or pursuant to this Agreement shall become and remain the absolute property of the State without the payment of any compensation or consideration to the Company or any other party and freed and discharged from all mortgages and other encumbrances and the Company shall do and execute all such deeds, documents and other acts, matters and things (including surrenders) as the State may reasonably require to give effect to the provisions of this subclause.
(3)

(a) In the event of the Company immediately prior to the cessation or determination of this Agreement or within 3 months therefrom desiring to remove any of its fixed or movable plant and equipment or any part thereof from any part of the land occupied by it at the date of such cessation or determination it shall give to the State notice of such desire and thereby shall grant to the State the right or option exercisable within 3 months thereafter to purchase in site such fixed or moveable plant and equipment at a fair valuation to be agreed between the State and the Company or failing agreement determined by arbitration under this Agreement.
(b) If the State does not exercise the right or option referred to in paragraph (a) the Company may on the expiry of the 3 month period referred to, or sooner with the consent of the Minister, remove the fixed or movable plant and equipment to which the right or option refers.

REFER TO MMDA DISCLAIMERS AND MMDA USER’S GUIDE
PRIOR TO ANY USE OF THIS DOCUMENT.

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