Common use of Disposition of Products Clause in Contracts

Disposition of Products. (a) Except as provided in Section 10.1(d), each Member shall be sold and take in kind its share of all Products. Each Member may thereafter separately dispose of the Products it has purchased from the Company. Each Member shall bear directly all costs and expenses incurred in connection with such separate disposition. AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 40 (b) On or before the date that is sixty (60) days prior to the anticipated date of Commercial Production and not later than sixty (60) days prior to the beginning of each calendar year thereafter, the Manager shall deliver to the Management Committee an estimate of the quantity and timing of production of Products for such calendar year or other period, provided, that such estimate shall not be binding on the Manager. Within thirty (30) days after receipt of such estimate, the Representatives of each Member shall deliver to the Manager its nomination, based on the Manager’s estimate, of the types (i.e. powder, briquette or ferromoly) and relative amount of each such type requested to be sold to such Member in kind based on its Percentage Interest. The Representatives shall thereafter work together in good faith to agree upon an annual forecast (the “Annual Forecast”) of monthly scheduled sales of Products to the Members during the relevant period based on the foregoing estimate and nominations. To the extent of actual production, the Manager shall thereafter sell or distribute to each Member, or sell on behalf of the Company, such Member’s share (based upon the Member’s Percentage Interest) of Products, as directed and in the types and amounts specified by the Member, to the extent practicable in accordance with the Annual Forecast, except to the extent such sales of such amounts and types create an unreasonable burden on the Company or any other Member. The Manager shall give the Members notice at least ten (10) days in advance of the delivery date upon which their respective shares of Products will be available for sale. The Products shall be sold to the Members at the price determined quarterly by the entire Management Committee; provided that the price shall be a representative market price taking into consideration the competitive market conditions, along with normal volume discounts, commissions, and transportation differentials; and provided, further, that the price shall not be higher than the price received by Nevada Moly or any of its Affiliates for external spot sales during the quarter. The Manager may offset the distribution to be made to a Member pursuant to the last two sentences of Section 10.1(a) against the sales price to be paid by a Member for the Product sold to such Member. All disputes or disagreements concerning the price or other terms of sales of Product under this Section 10.2(b) shall be resolved by the Accounting Arbitrator in accordance with Section 9.4(c), provided that the Accounting Arbitrator shall keep all information provided by a Member confidential and shall not disclose such information to the other Member. (c) Any costs of the Company for severance taxes, net proceeds taxes, ad valorem taxes and other taxes or royalties imposed (including any potential federal royalties that may be imposed in the future) in connection with the production of Products shall be an expense of the Company subject to Monthly Capital Calls. Any additional expenditures incurred by the Company in the selling in kind and separate disposition thereafter by any Member of its proportionate share of Products, including any storage, freight to final destination, insurance, and premiums for the incremental cost of one type of Product over another type of Product (i.e. powder, briquette or ferromoly), shall be an expense of such Member, and shall be reimbursed by such Member to the Company within thirty (30) days of receipt of an invoice for the same from the Manager. Any such reimbursement shall not be considered a capital contribution and shall not increase the Capital Account of the reimbursing Member.

Disposition of Products. Subject to provisions of Section 3.2, disposition by the Company of Products shall be governed by this Section 7.3. (a) On a monthly basis, all products produced by the Company during the month shall be apportioned between Miranda and GTI in accordance with their relative Interests on the last day of the month, with the portion apportioned to Miranda referred to as “Miranda Products,” and the portion apportioned to GTI referred to as “GTI Products.” Except as otherwise provided in this Section 7.3, the Company shall dispose of Products under arrangements as may be approved by the Management Committee from time to time. Generally, except as adjusted pursuant to Section 7.3(b), Products shall be disposed of in the order in which produced, and each disposition of Products shall be treated as a disposition by the Company of Miranda Products and GTI Products in proportion to the applicable Interests. (b) The Management Committee shall, on a monthly basis, provide each Member a summary of the anticipated monthly production of Products for the following twelve (12) months, and a summary of all outstanding agreements or commitments on behalf of the Company for the disposition of Products. Each Member (a “Requesting Member”) may by Notice to the Company: (i) request to purchase all or any specified amount of any uncommitted portion of the Requesting Member’s share of Products at such price and on such other terms as may be designated by the Requesting Member; and (ii) request that the Management Committee enter into a purchase agreement with a designated third party for all or any specified portion of the Requesting Member’s share of Products, at such price and on such other terms as may be specified by the Requesting Member. The Management Committee shall give effect to any such request, to the extent that doing so would not cause the Company to be in breach of any of its obligations to third parties. Following any such request, future sales or dispositions of Products by the Company shall be apportioned between the Members as reasonably determined by the Management Committee in order to give effect to such request, rather than as provided in Section 10.1(d7.3(a), each Member shall be sold and take in kind its share . Limited Liability Company Operating Agreement of all Products. Each Member may thereafter separately dispose of the Products it has purchased from the Company. Each Member shall bear directly all costs and expenses incurred in connection with such separate disposition. AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Alaska Gold Torrent LLC: Page 40 (b) On or before the date that is sixty (60) days prior to the anticipated date of Commercial Production and not later than sixty (60) days prior to the beginning of each calendar year thereafter, the Manager shall deliver to the Management Committee an estimate of the quantity and timing of production of Products for such calendar year or other period, provided, that such estimate shall not be binding on the Manager. Within thirty (30) days after receipt of such estimate, the Representatives of each Member shall deliver to the Manager its nomination, based on the Manager’s estimate, of the types (i.e. powder, briquette or ferromoly) and relative amount of each such type requested to be sold to such Member in kind based on its Percentage Interest. The Representatives shall thereafter work together in good faith to agree upon an annual forecast (the “Annual Forecast”) of monthly scheduled sales of Products to the Members during the relevant period based on the foregoing estimate and nominations. To the extent of actual production, the Manager shall thereafter sell or distribute to each Member, or sell on behalf of the Company, such Member’s share (based upon the Member’s Percentage Interest) of Products, as directed and in the types and amounts specified by the Member, to the extent practicable in accordance with the Annual Forecast, except to the extent such sales of such amounts and types create an unreasonable burden on the Company or any other Member. The Manager shall give the Members notice at least ten (10) days in advance of the delivery date upon which their respective shares of Products will be available for sale. The Products shall be sold to the Members at the price determined quarterly by the entire Management Committee; provided that the price shall be a representative market price taking into consideration the competitive market conditions, along with normal volume discounts, commissions, and transportation differentials; and provided, further, that the price shall not be higher than the price received by Nevada Moly or any of its Affiliates for external spot sales during the quarter. The Manager may offset the distribution to be made to a Member pursuant to the last two sentences of Section 10.1(a) against the sales price to be paid by a Member for the Product sold to such Member. All disputes or disagreements concerning the price or other terms of sales of Product under this Section 10.2(b) shall be resolved by the Accounting Arbitrator in accordance with Section 9.4(c), provided that the Accounting Arbitrator shall keep all information provided by a Member confidential and shall not disclose such information to the other Member.36 (c) Any costs of the Company for severance taxes, net proceeds taxes, ad valorem taxes and other taxes additional expenses or royalties imposed (including any potential federal royalties that may be imposed in the future) in connection with the production of Products shall be an expense of the Company subject to Monthly Capital Calls. Any additional expenditures obligations incurred by the Company in the selling in kind and separate disposition thereafter by to or at the request of any Requesting Member of all or any portion of its proportionate share of Products, including any storage, freight to final destination, insurance, premiums, losses, claims, damages and premiums for the incremental cost of one type of Product over another type of Product (i.e. powder, briquette or ferromoly)liabilities, shall be an expense of such Member, and shall be reimbursed by such Member to the Company within thirty (30) days of after receipt of an invoice for the same from the Manager, or may be recovered by the Manager from amounts otherwise distributable to the Requesting Member. Any such reimbursement or recovery shall not be considered a capital contribution Capital Contribution and shall not increase the Capital Account of the reimbursing Requesting Member. In addition, any costs and expenses attributable to any disposition of Products apportioned between the Members’ in accordance with the last sentence of Section 7.3(b), rather than in accordance with Section 7.3(a), shall be apportioned between the Members’ in accordance with their relative interests in the Products being separately disposed of. (d) Any costs of the Company for severance taxes, net proceeds taxes, ad valorem taxes and other taxes, fees or royalties imposed (including any potential federal royalties or fees that may be imposed in the future) in connection with the production (as opposed to the sale or disposition) of Products shall be an expense of the Company. To the extent a Member fails to contribute to Monthly Capital Calls or timely make such reimbursements, the Manager shall have the right, but not the obligation, to recover from amounts otherwise distributable to such Member such amounts as are necessary to cover that Member’s share of such costs. Any amounts so recovered shall be treated as distributed to the Member and contributed by the Member as part of a Monthly Capital Call. (e) If a Member fails to contribute to an adopted Program and Budget that provides for Capital Contributions for operating costs, the Manager may recover from amounts otherwise distributable to such Member such amounts as are necessary to pay that Member’s share of the operating costs, and shall treat the amounts so recovered as having been distributed to the Member and contributed by the Member to the Company as otherwise required. In the event of such action, the non-Contributing Member’s Interest shall not be reduced unless and only to the extent that the amounts so recovered are insufficient to pay that Member’s share of operating costs. For purposes of this Section 7.3(e), “operating costs” shall not include any capital Expenditures, other than replacement capital costs.

Disposition of Products. (a) Disposition by the Company of Products shall be governed by this Section 7.3. On a monthly basis, all products produced by the Company during the month shall be apportioned between Usuran and SLE in accordance with their relative Interests on the last day of the month, with the portion apportioned to Usuran referred to as “Usuran Products,” and the portion apportioned to SLE referred to as “SLE Products.” Except as otherwise provided in this Section 7.3, the Company shall dispose of Products under arrangements as may be approved by the Management Committee from time to time. Generally, except as adjusted pursuant to Section 7.3(b), Products shall be disposed of in the order in which produced, and each disposition of Products shall be treated as a disposition by the Company of Usuran Products and SLE Products in proportion to the applicable Interests. (b) The Management Committee shall, on a monthly basis, provide each Member a summary of the anticipated monthly production of Products for the following twelve (12) months, and a summary of all outstanding agreements or commitments on behalf of the Company for the disposition of Products. Each Member (a “Requesting Member”) may by notice to the Company (i) request to purchase all or any specified amount of any uncommitted portion of the Requesting Member’s share of Products at such price and on such other terms as may be designated by the Requesting Member, and (ii) request that the Management Committee enter into a purchase agreement with a designated third party for all or any specified portion of the Requesting Member’s share of Products, at such price and on such other terms as may be specified by the Requesting Member. The Management Committee shall give effect to any such request, to the extent that doing so would not cause the Company to be in breach of any of its obligations to third parties. Following any such request, future sales or dispositions of Products by the Company shall be apportioned between the Members as reasonably determined by the Management Committee in order to give effect to such request, rather than as provided in Section 10.1(d7.3(a), each Member shall be sold and take in kind its share of all Products. Each Member may thereafter separately dispose of the Products it has purchased from the Company. Each Member shall bear directly all costs and expenses incurred in connection with such separate disposition. AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 40 (b) On or before the date that is sixty (60) days prior to the anticipated date of Commercial Production and not later than sixty (60) days prior to the beginning of each calendar year thereafter, the Manager shall deliver to the Management Committee an estimate of the quantity and timing of production of Products for such calendar year or other period, provided, that such estimate shall not be binding on the Manager. Within thirty (30) days after receipt of such estimate, the Representatives of each Member shall deliver to the Manager its nomination, based on the Manager’s estimate, of the types (i.e. powder, briquette or ferromoly) and relative amount of each such type requested to be sold to such Member in kind based on its Percentage Interest. The Representatives shall thereafter work together in good faith to agree upon an annual forecast (the “Annual Forecast”) of monthly scheduled sales of Products to the Members during the relevant period based on the foregoing estimate and nominations. To the extent of actual production, the Manager shall thereafter sell or distribute to each Member, or sell on behalf of the Company, such Member’s share (based upon the Member’s Percentage Interest) of Products, as directed and in the types and amounts specified by the Member, to the extent practicable in accordance with the Annual Forecast, except to the extent such sales of such amounts and types create an unreasonable burden on the Company or any other Member. The Manager shall give the Members notice at least ten (10) days in advance of the delivery date upon which their respective shares of Products will be available for sale. The Products shall be sold to the Members at the price determined quarterly by the entire Management Committee; provided that the price shall be a representative market price taking into consideration the competitive market conditions, along with normal volume discounts, commissions, and transportation differentials; and provided, further, that the price shall not be higher than the price received by Nevada Moly or any of its Affiliates for external spot sales during the quarter. The Manager may offset the distribution to be made to a Member pursuant to the last two sentences of Section 10.1(a) against the sales price to be paid by a Member for the Product sold to such Member. All disputes or disagreements concerning the price or other terms of sales of Product under this Section 10.2(b) shall be resolved by the Accounting Arbitrator in accordance with Section 9.4(c), provided that the Accounting Arbitrator shall keep all information provided by a Member confidential and shall not disclose such information to the other Member. (c) Any costs of the Company for severance taxes, net proceeds taxes, ad valorem taxes and other taxes additional expenses or royalties imposed (including any potential federal royalties that may be imposed in the future) in connection with the production of Products shall be an expense of the Company subject to Monthly Capital Calls. Any additional expenditures obligations incurred by the Company in the selling in kind and separate disposition thereafter by to or at the request of any Requesting Member of all or any portion of its proportionate share of Products, including any storage, freight to final destination, insurance, premiums, losses, claims, damages and premiums for the incremental cost of one type of Product over another type of Product (i.e. powder, briquette or ferromoly)liabilities, shall be an expense of such Member, and shall be reimbursed by such Member to the Company within thirty (30) days of after receipt of an invoice for the same from the Manager, or may be recovered by the Manager from amounts otherwise distributable to the Requesting Member. Any such reimbursement or recovery shall not be considered a capital contribution Capital Contribution and shall not increase the Capital Account of the reimbursing Requesting Member. In addition, any costs and expenses attributable to any disposition of Products apportioned between the Members in accordance with the last sentence of Section 7.3(b), rather than in accordance with Section 7.3(a), shall be apportioned between the Members in accordance with their relative interests in the Products being separately disposed of. (d) If a Member either (i) fails to contribute to an adopted Program and Budget that provides for Capital Contributions for operating costs, or (ii) fails to make required Capital Contributions for operating costs under Section 3.6, then the Manager may recover from amounts otherwise distributable to such Member such amounts as are necessary to pay that Member’s share of the operating costs, and shall treat the amounts so recovered as having been distributed to the Member and contributed by the Member to the Company as otherwise required. In the event of such action, the Non-Contributing Member’s Interest shall not be reduced under Section 3.6(c) unless and only to the extent that the amounts so recovered are insufficient to pay that Member’s share of operating costs. For purposes of this Section 7.3(d), “operating costs” shall not include any capital expenditures, other than replacement capital costs. Limited Liability Company Agreement of Powder River Basin LLC: Page 30

Disposition of Products. (a) Disposition by the Company of Products shall be governed by this Section 7.3. On a monthly basis, all products produced by the Company during the month shall be apportioned between IGLD and AGEI in accordance with their relative Interests on the last day of the month, with the portion apportioned to IGLD referred to as "IGLD Products," and the portion apportioned to AGEI referred to as "AGEI Products." Except as otherwise provided in this Section 7.3, the Company shall dispose of Products under arrangements as may be approved by the Management Committee from time to time. Generally, except as adjusted pursuant to Section 7.3(b), Products shall be disposed of in the order in which produced, and each disposition of Products shall be treated as a disposition by the Company of IGLD Products and AGEI Products in proportion to the applicable Interests. (b) The Management Committee shall, on a monthly basis, provide each Member a summary of the anticipated monthly production of Products for the following twelve (12) months, and a summary of all outstanding agreements or commitments on behalf of the Company for the disposition of Products. Each Member (a "Requesting Member") may by notice to the Company (i) request to purchase all or any specified amount of any uncommitted portion of the Requesting Member's share of Products at such price and on such other terms as may be designated by the Requesting Member, and (ii) request that the Management Committee enter into a purchase agreement with a designated third party for all or any specified portion of the Requesting Member's share of Products, at such price and on such other terms as may be specified by the Requesting Member. The Management Committee shall give effect to any such request, to the extent that doing so would not cause the Company to be in breach of any of its obligations to third parties. Following any such request, future sales or dispositions of Products by the Company shall be apportioned between the Members as reasonably determined by the Management Committee in order to give effect to such request, rather than as provided in Section 10.1(d7.3(a), each Member shall be sold and take in kind its share of all Products. Each Member may thereafter separately dispose of the Products it has purchased from the Company. Each Member shall bear directly all costs and expenses incurred in connection with such separate disposition. AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 40 (b) On or before the date that is sixty (60) days prior to the anticipated date of Commercial Production and not later than sixty (60) days prior to the beginning of each calendar year thereafter, the Manager shall deliver to the Management Committee an estimate of the quantity and timing of production of Products for such calendar year or other period, provided, that such estimate shall not be binding on the Manager. Within thirty (30) days after receipt of such estimate, the Representatives of each Member shall deliver to the Manager its nomination, based on the Manager’s estimate, of the types (i.e. powder, briquette or ferromoly) and relative amount of each such type requested to be sold to such Member in kind based on its Percentage Interest. The Representatives shall thereafter work together in good faith to agree upon an annual forecast (the “Annual Forecast”) of monthly scheduled sales of Products to the Members during the relevant period based on the foregoing estimate and nominations. To the extent of actual production, the Manager shall thereafter sell or distribute to each Member, or sell on behalf of the Company, such Member’s share (based upon the Member’s Percentage Interest) of Products, as directed and in the types and amounts specified by the Member, to the extent practicable in accordance with the Annual Forecast, except to the extent such sales of such amounts and types create an unreasonable burden on the Company or any other Member. The Manager shall give the Members notice at least ten (10) days in advance of the delivery date upon which their respective shares of Products will be available for sale. The Products shall be sold to the Members at the price determined quarterly by the entire Management Committee; provided that the price shall be a representative market price taking into consideration the competitive market conditions, along with normal volume discounts, commissions, and transportation differentials; and provided, further, that the price shall not be higher than the price received by Nevada Moly or any of its Affiliates for external spot sales during the quarter. The Manager may offset the distribution to be made to a Member pursuant to the last two sentences of Section 10.1(a) against the sales price to be paid by a Member for the Product sold to such Member. All disputes or disagreements concerning the price or other terms of sales of Product under this Section 10.2(b) shall be resolved by the Accounting Arbitrator in accordance with Section 9.4(c), provided that the Accounting Arbitrator shall keep all information provided by a Member confidential and shall not disclose such information to the other Member. (c) Any costs of the Company for severance taxes, net proceeds taxes, ad valorem taxes and other taxes additional expenses or royalties imposed (including any potential federal royalties that may be imposed in the future) in connection with the production of Products shall be an expense of the Company subject to Monthly Capital Calls. Any additional expenditures obligations incurred by the Company in the selling in kind and separate disposition thereafter by to or at the request of any Requesting Member of all or any portion of its proportionate share of Products, including any storage, freight to final destination, insurance, premiums, losses, claims, damages and premiums for the incremental cost of one type of Product over another type of Product (i.e. powder, briquette or ferromoly)liabilities, shall be an expense of such Member, and shall be reimbursed by such Member to the Company within thirty (30) days of after receipt of an invoice for the same from the Manager, or may be recovered by the Manager from amounts otherwise distributable to the Requesting Member. Any such reimbursement or recovery shall not be considered a capital contribution Capital Contribution and shall not increase the Capital Account of the reimbursing Requesting Member. In addition, any costs and expenses attributable to any disposition of Products apportioned between the Members in accordance with the last sentence of Section 7.3(b), rather than in accordance with Section 7.3(a), shall be apportioned between the Members in accordance with their relative interests in the Products being separately disposed of. (d) Any costs of the Company for severance taxes, net proceeds taxes, ad valorem taxes and other taxes, fees or royalties imposed (including any potential federal royalties or fees that may be imposed in the future) in connection with the production (as opposed to the sale or disposition) of Products shall be an expense of the Company subject to monthly capital calls under Section 3.4 ("Monthly Capital Calls"). To the extent a Member fails to contribute to Monthly Capital Calls or timely make such reimbursements, the Manager shall have the right, but not the obligation, to recover from amounts otherwise distributable to such Member such amounts as are necessary to cover that Member's share of such costs. Any amounts so recovered shall be treated as distributed to the Member and contributed by the Member as part of a Monthly Capital Call. (e) If a Member either (i) fails to contribute to an adopted Program and Budget that provides for Capital Contributions for operating costs, or (ii) fails to make required Capital Contributions for operating costs under Section 3.5, then the Manager may recover from amounts otherwise distributable to such Member such amounts as are necessary to pay that Member's share of the operating costs, and shall treat the amounts so recovered as having been distributed to the Member and contributed by the Member to the Company as otherwise required. In the event of such action, the Non-Contributing Member's Interest shall not be reduced under Section 3.5(c) unless and only to the extent that the amounts so recovered are insufficient to pay that Member's share of operating costs. For purposes of this Section 7.3(e), "operating costs" shall not include any capital expenditures, other than replacement capital costs.