(1) Subject to the provisions of this Clause the Corporation may at any time —
33 (1) Subject to the provisions of this Clause the Corporation may at any time —
assign mortgage charge sublet or dispose of to an associated company as of right or to any other company or person with the consent of the Minister the whole or any part of the rights of the Corporation hereunder (including its rights to or as the holder of any lease licence easement grant or other title) and of the obligations of the Corporation hereunder; and
appoint as of right an associated company or with the consent of the Minister any other company or person to exercise all or any of the powers functions and authorities that are or may be conferred on the Corporation hereunder;
subject however in the case of an assignment subletting or disposition to the assignee sublessee disponee or the appointee (as the case may be) executing in favour of the State (unless the Minister otherwise determines) a deed of covenant in a form to be approved by the Minister to comply with observe and perform the provisions hereof on the part of the Corporation to be complied with observed or performed in regard to the matter or matters the subject of such assignment subletting disposition or appointment
Notwithstanding anything contained in or anything done under or pursuant to subclause (1) of this Clause the Corporation shall at all times during the currency of this Agreement be and remain liable for she due and punctual performance and observance of all the covenants and agreements on its part contained herein and in any lease licence easement grant or other title the subject of an assignment mortgage subletting or disposition or appointment under subclause (1) of this Clause PROVIDED THAT the Minister may agree to release the Corporation from such liability where he considers such release will not be contrary to the interests of the State.
Notwithstanding the provisions of subclause (2) of this Clause in the event that the Minister approves assignments from Western Mining Corporation Limited whereby an associated company of Western Mining Corporation Limited incorporated in Western Australia, Esso Exploration and Production Australia Inc. and Urangesellschaft Australia Pty. Limited become jointly and severally liable to perform and observe the provisions of this Agreement, the Minister shall release Western Mining Corporation Limited from its obligations under this Agreement.
Notwithstanding the provisions of the Mining Act, the Transfer of Land Act 1893 and the Land Act insofar as the same or any of them may apply:
no assignment mortgage charge sublease or disposition made or given pursuant to this Clause over the mineral lease or any other lease, sublease, licence, reserve or tenement granted hereunder or pursuant hereto by the Corporation or any assignee sublessee disponee or appointee who has executed and is for the time bound by deed of covenant made pursuant to this Clause; and
no transfer assignment mortgage or sublease made or given in exercise of any power of sale contained in any such mortgage or charge;
shall require any approval or consent (other than such consent as may be necessary under this Clause) and no equitable mortgage or charge shall be rendered ineffectual by the absence of any approval or consent (otherwise than required by this Clause) or because the same is not registered under the provisions of the Mining Act.
Substituted securities
34. Where the Corporation whether before or after the execution of this Agreement executes and has registered in the Department of Mines a mortgage over a mineral claim in the mining areas, and the land the subject of that mineral claim, on the surrender of such claim, becomes incorporated in the mineral lease, then provided the consent of the mortgagee is first obtained the mineral lease shall notwithstanding the provisions of the Mining Act be deemed to be the subject of such mortgage as if the mineral lease had been referred to in the mortgage. A memorandum of any such mortgages shall thereupon by force of this Agreement be endorsed on the mineral lease in the order in which they appeared registered against any such mineral claim at the time of its surrender and shall be noted in the appropriate registers of the Department of Mines by the Principal Registrar who shall also endorse on the original and duplicate copies of such mortgages the fact of their having been registered as an encumbrance against the mineral lease.
Variation
35. (1) The parties hereto may from time to time by agreement in writing add to substitute for cancel or vary all or any of the provisions of this Agreement or of any lease licence easement or right granted hereunder or pursuant hereto for the purpose of more efficiently or satisfactorily implementing or facilitating any of the objects of this Agreement.
The Minister shall cause any agreement made pursuant to subclause (1) of this Clause in respect of any addition substitution cancellation or variation of the provisions of this Agreement to be laid on the Table of each House of Parliament within 12 sitting days next following its execution.
Either House may, within 12 sitting days of that House after the agreement has been laid before it pass a resolution disallowing the agreement, but if after the last day on which the agreement might have been disallowed neither House has passed such a resolution the agreement shall have effect from and after that last day.
Force majeure
36. This Agreement is deemed to be made subject to any delays in the performance of the obligations hereunder aid to the temporary suspension of the continuing obligations hereunder that may be caused by or arise from circumstances beyond the power and control of the party responsible for the performance of those obligations including without limiting the generality of the foregoing delays or any such temporary suspension as aforesaid caused by or arising from Act of God force majeure earthquakes floods storms tempest washaways fire (unless caused by the actual fault or privity of the party responsible for such performance) act of war act of public enemies riots civil commotions strikes lockouts stoppages restraint of labour or other similar acts (whether partial or general) acts or omissions of the Commonwealth or any duly constituted authority shortages of labour or essential materials reasonable failure to secure contractors delays of contractors and inability profitably to sell products of the treatment plant or factors due to overall world economic conditions or factors due to action taken by or on behalf of any government or governmental authority (other than the State or any authority of the State) or factors that could not reasonably have been foreseen PROVIDED ALWAYS that the party whose performance of obligations is affected by any of the said causes shall promptly give notice to the other party of the event or events and shall use its best endeavours to minimise the effect of such causes as soon as possible after the occurrence.
Power to extend periods
37. Notwithstanding any provision of this Agreement the Minister may at the request of the Corporation from time to time extend or further extend any period or vary or further vary any date referred to in this Agreement for such period or to such later date as the Minister thinks fit whether or not the period to be extended has expired or the date to be varied has passed.
Determination of Agreement
38. (1) In any of the following events namely if the Corporation makes default which the State considers material in the due performance or observance of any of the covenants or obligations to the State herein or in any lease, sublease, licence or other title or document granted or assigned under this Agreement on its part to be performed or observed or if the Corporation abandons or repudiates its operations under this Agreement and such default is not remedied or such operations resumed within a period of 180 days after notice as provided in subclause (2) of this Clause is given by the State (or — if the alleged default abandonment or repudiation is contested by the Corporation and within 60 days after such notice is submitted by the Corporation to arbitration — within a reasonable time fixed by the arbitration award but not less than 90 days after the making of the arbitration award where the question is decided against the Corporation the arbitrator finding that there was a bona fide dispute and that the Corporation had not been dilatory in pursuing the arbitration) or if Corporation goes into liquidation (other than a voluntary liquidation for the purpose of reconstruction) then and in any of such events the State may by notice to the Corporation determine this Agreement and the rights of the Corporation hereunder and under any lease licence easement or right granted hereunder or pursuant hereto shall thereupon determine.
The notice to be given by the State in terms of subclause (1) of this Clause shall specify the nature of the default or other ground so entitling the State to exercise such right of determination and where appropriate and known to the State the party or parties responsible therefor and shall be given to the Corporation and such assignees mortgagees chargees and disponees for the time being of the Corporation’s said rights to or in favour of whom or by whom an assignment mortgage charge or disposition has been effected in terms of Clause 33 whose name and address for service of notice has previously been notified to the State by the Corporation or any such assignee mortgagee chargee or disponee.
The abandonment or repudiation by or liquidation of the Corporation referred to in subclause (1) of this Clause means the abandonment or repudiation by or the liquidation of all of them the Corporation and all assignees and appointees who have executed and are for the time being bound by a deed of convenant in favour of the State as provided in Clause 33.
If the default referred to in subclause (1) of this Clause shall not have been remedied after such notice or within the time fixed by the arbitration award as aforesaid the State instead of determining this Agreement as aforesaid because of such default may itself remedy such default or cause the same to be remedied (for which purpose the State by agents workmen or otherwise shall have full power to enter upon lands occupied by the Corporation and to make use of all plant machinery equipment and installations thereon) and the costs and expenses incurred by the State in remedying or causing to be remedied such default shall be a debt payable by the Corporation to the State on demand.
Effect of cessation and determination of Agreement
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