Common use of Quantity and Quality Clause in Contracts

Quantity and Quality. A. Except as provided in subparagraph B. immediately below, Producer shall sell exclusively to GPTG and GPTG shall purchase from Producer the total output of fuel grade ethanol ("Ethanol") produced at Producer's Nevada, Iowa facility ("Plant"). All Ethanol shall be delivered FOB the Plant, and title and all risk of loss shall pass to GPTG at the Title Transfer Point (as defined in Section 5.E.). Ethanol produced for the intended use as an alternative or racing fuel shall not be excluded from this Agreement. B. Notwithstanding subparagraph A above or any other term or condition of this Agreement which may appear to be to the contrary, (i) if GPTG fails to purchase or to take delivery of any Ethanol from the Plant, for any reason whatsoever (including by reason of any Impossibility Event, as that term is defined in Section 10) and such failure results in, or may reasonably be anticipated to result in, Producer's Storage Capacity (as that term is defined in Section 4.G) being exceeded, then Producer may sell or otherwise dispose of the amount of Ethanol which Producer determines is necessary to cause Producer's Storage Capacity to not be exceeded during the following five (5) day period, and (ii) Producer may sell or otherwise dispose of any Ethanol which is the subject of any Rejected Purchase Order (as that term is defined in Section 5.B). Any such sales of Ethanol by Producer may be to such persons and on such terms as are determined by Producer, in its sole discretion, and may be made by Producer even if the Ethanol in question is otherwise the subject of an Accepted Purchase Order. Notwithstanding the foregoing, Producer acknowledges that it remains obligated on such Accepted Purchase Orders. GPTG also acknowledges that Producer has a contract with another ethanol marketer that will terminate on October 1, 2009, and that Producer may sell Ethanol to such other marketer to the extent necessary to comply with the terms of that other agreement and as otherwise necessary to satisfy and fulfill any obligations upon Producer under such agreement to sell Ethanol to such other marketer. * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission.

Quantity and Quality. A. Except as provided in subparagraph B. immediately below(1) Subject to section 6.1(5), Producer once the Process Facility has attained Commercial Production, BMR shall sell exclusively throughout the term of this Agreement deliver to GPTG ESI on an annual basis, and GPTG ESI shall purchase from Producer on an annual basis, subject to the terms of this Agreement the lesser of the following amounts of BMR Ore: (a) the total output amount of fuel grade ethanol BMR Ore extracted from the Mineral Property using commercially reasonable efforts; and (b) an amount of BMR Ore containing not less than [REDACTED: Number] metric Tonnes of contained cobalt (the "EthanolRequired Delivery Amount"). (2) During the start-up and commissioning phase of the Process Facility to attain Commercial Production, BMR agrees to deliver such amounts of BMR Ore requested by ESI and the Parties shall work cooperatively to establish a mutually agreeable delivery schedule. (3) In addition to the Product, all saleable Minerals, metals and associated by-products produced at Producer's Nevadathe Process Facility by ESI from the Required Delivery Amount will be sold by ESI under the same provisions set out in this Agreement pertaining to the sale of Product and any sale proceeds will be included in Revenues. (4) Notwithstanding section 6.1(1), Iowa facility ("Plant")if BMR extracts more BMR Ore from the Mineral Property than is needed to fulfil its annual obligation to deliver the Required Delivery Amount to ESI, and if the Process Facility has attained a processing capacity that exceeds the Required Delivery Amount, and if ESI is prepared to accept additional quantities, then BMR may, but shall not be obliged to, deliver additional quantities of BMR Ore to ESI to satisfy the full input needs of the Processing Facility. All Ethanol Any such additional quantities of BMR Ore delivered to ESI shall be delivered FOB under the Plant, and title and all risk of loss shall pass to GPTG at the Title Transfer Point (as defined in Section 5.E.). Ethanol produced for the intended use as an alternative or racing fuel shall not be excluded from this Agreement. B. Notwithstanding subparagraph A above or any other term or condition terms of this Agreement which may appear or upon such other terms as agreed to by ESI and BMR in writing provided that nothing in this section 6.1(4) shall be construed as obliging ESI to the contrary, (i) accept additional quantities of BMR Ore if GPTG fails to mutually agreeable purchase or to take delivery of any Ethanol from the Plant, for any reason whatsoever (including by reason of any Impossibility Event, as that term is defined in Section 10) and such failure results in, or may reasonably be anticipated to result in, Producer's Storage Capacity (as that term is defined in Section 4.G) being exceeded, then Producer may sell or otherwise dispose of the amount of Ethanol which Producer determines is necessary to cause Producer's Storage Capacity to sale terms cannot be exceeded during the following five reached. (5) day periodNotwithstanding section 6.1(4), and provided that BMR has fulfilled its obligation to deliver the Required Delivery Amount of BMR Ore to ESI, nothing contained in this Agreement shall limit or restrict BMR's entitlement to process any additional amounts of extracted BMR Ore at its own facilities or to sell the additional amounts of BMR Ore to a third party. (ii6) Producer may sell or otherwise dispose of any Ethanol which is The Technical Committee shall establish in writing a minimum quality standard for the subject of any Rejected Purchase Order (as that term is defined in Section 5.B). Any such sales of Ethanol BMR Ore delivered by Producer may be to such persons and on such terms as are determined by Producer, in its sole discretion, and may be made by Producer even if the Ethanol in question is otherwise the subject of an Accepted Purchase Order. Notwithstanding the foregoing, Producer acknowledges that it remains obligated on such Accepted Purchase Orders. GPTG also acknowledges that Producer has a contract with another ethanol marketer that will terminate on October 1, 2009, and that Producer may sell Ethanol to such other marketer BMR to the extent necessary Process Facility having regard to comply with the terms nature of that other agreement the Minerals beneath the Mineral Property and as otherwise necessary to satisfy and fulfill any obligations upon Producer under such agreement to sell Ethanol to such other marketer. * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commissionprocessing capability of the Process Facility (the "Minimum Quality Standard").