Common use of Sale or Assignment Clause in Contracts

Sale or Assignment. The Members agree that if either one of them makes a sale or assignment of its Ownership Interest under the Agreement, and such sale or assignment causes a termination under Section 708(b)(1)(B) of the Code, the terminating Member shall indemnify the non-terminating Member and save it harmless on an after-tax basis for any increase in taxes to the non-terminating Member caused by the termination of the Company. 19 Exhibit D Lincoln Hill LLC Operating Agreement

Sale or Assignment. The Members agree that if either one of them makes a sale or assignment of its Ownership Membership Interest under the Agreement, and such sale or assignment causes a termination under Section 708(b)(1)(B) of the Code, the terminating Member shall indemnify the non-terminating Member and save it harmless on an after-tax basis for any increase in taxes to the non-terminating Member caused by the termination of the Company. 19 Exhibit D Lincoln Hill LLC Operating Agreement.

Sale or Assignment. The Members agree that if either one of them If a Member makes a sale or assignment of its Ownership Interest under the Agreement, and such sale or assignment causes a termination under Section 708(b)(1)(B708(b) (1) (B) of the Code, the terminating Member shall indemnify the non-terminating Member and save it harmless on an after-tax basis for any increase in taxes to the non-terminating Member caused by the termination such termination. EXHIBIT D to LIMITED LIABILITY COMPANY OPERATING AGREEMENT of the Company. 19 Exhibit D Lincoln Hill CIBOLA RESOURCES LLC Operating AgreementDEFINITIONS

Sale or Assignment. The Members agree that if either one of them makes a sale or assignment of its Ownership Interest under the Agreement, and such sale or assignment causes a termination under Section 708(b)(1)(B) of the Code, the terminating Member shall indemnify the non-terminating Member and save it harmless on an after-tax basis for any increase in taxes to the non-terminating Member caused by the termination of the Company. 19 Exhibit D Lincoln Hill HHLP Project LLC Operating AgreementAgreement Definitions

Sale or Assignment. The Members agree that if either one of them makes a sale or assignment of its Ownership Interest under the Agreement, and such sale or assignment causes a termination under Section 708(b)(1)(B) of the Code, the terminating Member shall indemnify the non-terminating Member and save it harmless on an after-tax basis for any increase in taxes to the non-terminating Member caused by the termination of the Company. 19 Exhibit EXHIBIT D Lincoln Hill LLC Operating AgreementTO EXPLORATION, DEVELOPMENT AND MINING LIMITED LIABILITY COMPANY OPERATING AGREEMENT By And Between BMGE And

Sale or Assignment. The Members agree that if either one of them makes a sale or assignment of its Ownership Interest under the Agreement, and such sale or assignment causes a termination under Section 708(b)(1)(B) of the Code, the terminating Member shall indemnify the non-terminating Member and save it harmless on an after-tax basis for any increase in taxes to the non-terminating Member caused by the termination of the Company. 19 Exhibit EXHIBIT D Lincoln Hill LLC Operating AgreementNET PROCEEDS CALCULATION

Sale or Assignment. The Members agree that if either one of them makes a sale or assignment of its Ownership Interest under the AgreementMembership Interest, and such sale or assignment causes a termination under Section 708(b)(1)(B) of the Code, the terminating Member shall indemnify the non-terminating Member and save it harmless on an after-tax basis for any increase in taxes to the non-terminating Member caused by the termination of the Company. 19 Exhibit D Lincoln Hill LLC Operating Agreement.