Common use of Volumes Clause in Contracts

Volumes. (a) Exhibit A sets forth the monthly volumes of Product lifted by Sunoco for the period beginning November 1, 2009 and ending on November 30, 2010. Based upon the volumes set forth in Exhibit A, the Parties hereby agree that PBF will deliver and Sunoco will lift [REDACTED] barrels of gasoline per day, per Contract Year (“Annual Base Volume”), subject to adjustment as provided herein. PBF agrees that the Annual Base Volume may vary by [REDACTED]%. For avoidance of doubt, Sunoco may lift up to [REDACTED]% less than the Annual Base Volume (“Minimum Base, Volume”) or [REDACTED]% more than the Annual Base Volume (“Maximum Base Volume”) and PBF shall deliver such volume. To the extent that Sunoco’s gasoline purchases for three (3) consecutive months indicate that Sunoco will exceed the Maximum Base Volume for such Contract Year, the pricing for the incremental volume in excess of the Maximum Base Volume may be readjusted as the Parties shall mutually agree. In the event that Sunoco purchases less than the Minimum Base Volume or more than the Maximum Base Volume during any Contract Year, the Annual Base Volume shall be adjusted as mutually agreed upon by the Parties for the subsequent Contract Year. Any such adjustment will be determined by the parties no later than the first day of the eleventh month of each Contract Year, Such volume of Products will be delivered by PBF, and lifted by Sunoco in accordance with the written forecast provided by Sunoco pursuant to the nomination procedures set forth in Exhibit C. (b) If PBF fails to deliver the monthly volumes (through its production at the Toledo Refinery or other third party commercial arrangements) as set forth in Exhibit C, or is late in delivering such volumes (and such failure or lateness is not excused by an event of Force Majeure), Sunoco will be entitled to purchase the deficient volumes from third parties without liability to PBF and without prejudice to any rights or remedies it may have available to it under this Agreement or at Law. Furthermore, Sunoco will be entitled to Cover Damages (as defined below), with respect to costs incurred by Sunoco to procure replace Products. Reimbursement of Cover Damages pursuant to this Section 3.3(b) shall be effected by PBF via the issuance of a credit to Sunoco. (c) For purposes of this Agreement, “Cover Damages” shall mean the positive difference between the price of Product hereunder for the volume of Product to which the claim relates and the purchase price of the replacement volume (such volumes being an equivalent amount), plus commercially reasonable charges incurred by Sunoco in effecting cover; provided that Sunoco provides PBF with sufficient evidence that Sunoco actually incurred such damages and Sunoco uses commercially reasonable efforts to mitigate such damages.

Volumes. (a) Exhibit A sets forth During the monthly volumes Term, BUYER covenants and agrees to purchase and accept from SELLER and SELLER covenants and agrees to sell and deliver to BUYER, as specified in the Delivery Plan for the prices set out herein and at the times hereinafter provided, the Committed Volume of Product lifted for each Harvest Year as set out in Schedule 1. (b) SELLER shall provide to BUYER no later than October 1 of the year preceding the Harvest Year a written Annual Pulpwood Harvest Plan for such Harvest Year detailing, for each Product, the planned harvest volume and such other information as may be reasonably required by Sunoco BUYER for the period beginning November 1purpose of creating the Delivery Plan, 2009 including general locations of Pulpwood to be harvested for the planned harvest volume. BUYER and ending on November 30, 2010. Based SELLER shall mutually agree upon the volumes set forth Delivery Plan for each Harvest Year in Exhibit Aaccordance with the provisions of paragraph 6, the Parties hereby agree that PBF will deliver and Sunoco will lift [REDACTED] barrels of gasoline per day, per Contract Year (“Annual Base Volume”), subject to adjustment as provided herein. PBF agrees that the Annual Base Volume may vary by [REDACTED]%. For avoidance of doubt, Sunoco may lift up parties shall use their best efforts to [REDACTED]% less than the Annual Base Volume reach agreement within forty-five (“Minimum Base, Volume”45) or [REDACTED]% more than the Annual Base Volume (“Maximum Base Volume”) and PBF shall deliver such volume. To the extent that Sunoco’s gasoline purchases for three (3) consecutive months indicate that Sunoco will exceed the Maximum Base Volume for such Contract Year, the pricing for the incremental volume in excess of the Maximum Base Volume may be readjusted as the Parties shall mutually agreedays. In the event that Sunoco purchases the Annual Harvest Volume for any Product for any Timberlands Block during any Harvest Year is less than the Minimum Base Volume or more than the Maximum Base Volume during any Contract YearCommitted Volume, the Annual Base Volume shall be adjusted as mutually agreed upon by the Parties for the subsequent Contract Year. Any such adjustment will be determined by the parties no later than the first day of the eleventh month of each Contract Year, Such volume of Products will be delivered by PBF, and lifted by Sunoco in accordance with the written forecast provided by Sunoco pursuant to the nomination procedures set forth in Exhibit C. (b) If PBF fails to deliver the monthly volumes (through its production at the Toledo Refinery or other third party commercial arrangements) as set forth in Exhibit CSchedule 1, or for the corresponding Transferred Mill, SELLER shall provide BUYER with (i) documentation that is late in delivering reasonably acceptable to BUYER for the basis of such volumes shortfall and (and ii) such failure or lateness reasonable assurances as BUYER shall request that SELLER is not excused by an event of Force Majeure), Sunoco will be entitled selling such Products to purchase the deficient volumes from third parties without liability to PBF and without prejudice to any rights or remedies it may have available to it under this Agreement or at Law. Furthermore, Sunoco will be entitled to Cover Damages (as defined below), with respect to costs incurred by Sunoco to procure replace Products. Reimbursement of Cover Damages pursuant to this Section 3.3(b) shall be effected by PBF via from the issuance of a credit to Sunocoapplicable Timberlands Block during such Harvest Year. (c) For purposes BUYER shall have a right of this Agreement, “Cover Damages” first offer to purchase all or part of the Excess Volume for any Product for the upcoming Harvest Year during the Term by notifying SELLER in writing of such offer no later than November 15 of the year preceding such Harvest Year. Such notice shall mean specify the positive difference between desired volume of each Product and the price offered by BUYER for such volume. Upon receipt of Product hereunder such notice, SELLER shall have fifteen (15) days to inform BUYER in writing of its acceptance or rejection of BUYER’S offer for such volume (the “Contracted Excess Volume”). (d) SELLER agrees to deliver the Annual Harvest Volume for 2008, pro rated for the volume period of Product time remaining in the calendar year following the Effective Time. (e) The parties will work together to which the claim relates effectuate a smooth and the purchase price of the replacement volume (such volumes being an equivalent amount), plus commercially reasonable charges incurred by Sunoco in effecting cover; provided that Sunoco provides PBF with sufficient evidence that Sunoco actually incurred such damages orderly transition and Sunoco uses commercially reasonable efforts continual and even wood flow to mitigate such damagesBUYER.

Volumes. 4.1 Subject to the other terms and conditions contained in these Common Terms (a) Exhibit A sets forth the monthly volumes including, but not limited to, any limitations on TIMET's obligation to sell TIMET Titanium Products to Purchaser and to Section 4.5 of Product lifted by Sunoco for the period beginning November 1, 2009 and ending on November 30, 2010. Based upon the volumes set forth in Exhibit A, the Parties hereby agree that PBF will deliver and Sunoco will lift [REDACTED] barrels of gasoline per day, per Contract Year (“Annual Base Volume”these Common Terms), subject to adjustment as provided herein. PBF Purchaser agrees that the Annual Base Volume may vary by [REDACTED]%. For avoidance it will purchase from TIMET a volume of doubt, Sunoco may lift up TIMET Titanium Products equal to [REDACTED]% not less than the Annual Base Volume R-R Directed Percentage of Purchaser's Annual Titanium Requirements for each calendar year during the term of the Purchase Agreement. Subject to the other terms and conditions of the Purchase Agreement, TIMET agrees that it will sell to Purchaser such volume of TIMET Titanium Products actually ordered by Purchaser. No later than [ * ] of each calendar year during the term of the Purchase Agreement, R-R will notify each Purchaser and TIMET in writing of such Purchaser's Annual R-R Directed Percentage. For purposes of this Section 4.1: (“Minimum Basea) A TIMET Titanium Product shall be deemed to have been purchased in the year in which it is scheduled for delivery as agreed between Purchaser * Certain information, Volume”indicated by [ * ], has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. and TIMET (regardless of whether actually delivered by TIMET during such year); provided, however, that if payment for such TIMET Titanium Product is not subsequently made by Purchaser, such TIMET Titanium Product will be deducted from the volumes for the year in which payment was due; (b) TIMET Titanium Products with respect to which a Purchase Order is terminated in accordance with Section 10.1 of the Terms & Conditions shall be counted only in an amount equal to the relevant volume (in kilograms) times the percentage of applicable price actually paid as an Equitable Termination Settlement in accordance with Sections 10.3 and 11.2 of the Terms & Conditions; and (c) Any substitute Titanium Product purchased by Purchaser pursuant to Sections 5.1(b) or [REDACTED]% more 9.3 of the Terms & Conditions shall be counted for purposes of this Section 4.1 as if it were a TIMET Titanium Product purchased by Purchaser. 4.2 No later than [ * ] following each calendar year during the term of the Purchase Agreement, commencing [ * ], Purchaser will certify in writing to R-R and TIMET its Annual Base Titanium Requirements (including, separately, its Excluded Volume) for the immediately preceding calendar year. Such amounts will be subject to audit by or on behalf of TIMET, through an examination by a mutually agreed, independent third party of the relevant records of Purchaser upon reasonable notice and during normal business hours and at TIMET's sole cost and expense. 4.3 By the last day of each Calendar Quarter, Purchaser will provide TIMET with a rolling forecast by quarter (the "Quarterly Volume Forecast") representing the most current estimate of the needs of Purchaser for TIMET Titanium Products (“Maximum Base Volume”by product) for [ * ]commencing with the next Calendar Quarter. Such Quarterly Volume Forecasts shall be used only for planning purposes and PBF for calculating TIMET's Relevant Quarterly Lead Times as set forth in these Common Terms and shall deliver such volume. To not be considered a firm delivery schedule. 4.4 Within thirty (30) days of its receipt of each Quarterly Volume Forecast, TIMET will prepare and distribute to Purchaser a chart (the extent "Quarterly Lead Time Schedule") listing by product the lead times (in weeks) for TIMET Titanium Products applicable to Purchase Orders placed during the second quarter covered by the most recent Quarterly Volume Forecast provided to TIMET by Purchaser (the "Relevant Quarterly Lead Time"); provided, however, that Sunoco’s gasoline purchases the Relevant Quarterly Lead Time for three (3) consecutive months indicate that Sunoco will a given TIMET Titanium Product shall not exceed the Maximum Base Volume Lead Time for such Contract YearTIMET Titanium Product. Lead times and quarterly volumes will be reviewed by the parties on a quarterly basis to assure that they adequately support the schedule requirements of Purchaser and R-R. 4.5 Notwithstanding any provision in the Purchase Agreement to the contrary, TIMET's obligation to supply TIMET Titanium Products under all Purchase Agreements taken together shall not exceed, on an aggregate basis, the pricing for the incremental volume in excess of Maximum Annual Volume or the Maximum Base Volume may be readjusted as the Parties shall mutually agreeQuarterly Volume. In the event that Sunoco purchases less than it appears at any time that either of these limitations will apply: * Certain information, indicated by [ * ], has been omitted and filed separately with the Minimum Base Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. (a) TIMET shall allocate the Maximum Annual Volume or more than the Maximum Base Volume during any Contract YearQuarterly Volume, as the Annual Base Volume case may be, among the various Purchasers as R-R shall direct TIMET in writing (and in such event, such direction shall automatically be adjusted deemed to have been incorporated by reference as mutually agreed upon by the Parties for the subsequent Contract Year. Any such adjustment will be determined by the parties no later than the first day part of the eleventh month of each Contract Year, Such volume of Products will be delivered by PBF, Purchase Agreement and lifted by Sunoco in accordance with the written forecast provided by Sunoco pursuant to the nomination procedures set forth in Exhibit C.shall override any existing obligations between TIMET and Purchaser); and (b) If PBF fails R-R and TIMET shall promptly consult in an effort to deliver the monthly volumes (through its production develop a plan to permit TIMET to produce at the Toledo Refinery or other third party commercial arrangements) as set forth in Exhibit C, or is late in delivering such volumes (and such failure or lateness is not excused by an event of Force Majeure), Sunoco will be entitled to purchase the deficient volumes from third parties without liability to PBF and without prejudice to any rights or remedies it may have available to it under this Agreement or at Law. Furthermore, Sunoco will be entitled to Cover Damages (as defined below), with respect to costs incurred by Sunoco to procure replace Products. Reimbursement of Cover Damages pursuant to this Section 3.3(b) shall be effected by PBF via the issuance of a credit to Sunoco. (c) For purposes of this Agreement, “Cover Damages” shall mean the positive difference between the price of Product hereunder for least the volume of Product TIMET Titanium Products ordered by all Purchasers under all of the Purchase Agreements taken as a whole; provided, however, that nothing in these Common Terms will require either party to which take any particular action or expend any amount to achieve any such plan; and provided further, except as otherwise agreed by TIMET and Purchaser in writing, nothing in the claim relates and Purchase Agreement shall be construed as assuring TIMET that any expanded capacity will be utilized by the purchase price obligations of Purchaser. 4.6 If Purchaser places a Purchase Order with TIMET for a given TIMET Titanium Product (or changes the replacement volume scheduled delivery of a given TIMET Titanium Product) on a date which does not precede the proposed delivery date by at least the Relevant Quarterly Lead Time for such TIMET Titanium Product, TIMET shall nevertheless be obligated to accept such Purchase Order, except that the delivery date shall be deemed to be the date which is after the date of TIMET's receipt of such Purchase Order (or change) by a period equal to the Relevant Quarterly Lead Time for such volumes being an equivalent amount), plus commercially reasonable charges incurred by Sunoco in effecting cover; provided that Sunoco provides PBF with sufficient evidence that Sunoco actually incurred such damages and Sunoco uses commercially reasonable efforts to mitigate such damagesTIMET Titanium Product.