Common use of Agreement to Purchase Nominated Volumes Clause in Contracts

Agreement to Purchase Nominated Volumes. In the absence of notification from MSCG to TRC within one Business Day of MSCG’s receipt of any Initial Nomination, and subject to the Parties mutual agreement to certain FOB Grade Differentials as described in Section 8.2.2, the Parties shall be deemed to have agreed to the sale by MSCG to TRC of the Nominated Volumes specified in such Initial Nomination. Each Monthly Amendment and each Weekly Nomination shall constitute an amendment to the Initial Nomination(s) covering the same Delivery Dates. Unless MSCG notifies TRC within one Business Day of its objection to any new information contained in any Monthly Amendment or Weekly Nomination, the Parties shall be deemed to have agreed to the sale by MSCG to TRC of the Nominated Volumes specified therein, subject to pricing adjustments as set forth in Section 8.2.4.1. MSCG agrees to cooperate in the adjustment of previously agreed upon Nominated Volumes at the request of TRC to the extent the flexibility for a corresponding adjustment is allowed under the terms of any relevant Supply Contract(s) or may be maintained in inventory or another commercially reasonable disposition and/or acquisition can be agreed upon. Notwithstanding the above, the Parties acknowledge operational variability and agree that reasonable variations from the specified Nominated Volumes resulting from ordinary course operational factors shall not constitute a breach of this Agreement; provided that TRC agrees to make a good faith effort to take delivery of Crude Oil in the volumes set forth in each NFR and Weekly Nomination in accordance with the schedules set forth therein and MSCG agrees to exercise commercially reasonable efforts to accommodate such variations. TRC agrees that MSCG shall have the right to substitute alternative grades of Crude Oil as long as such substitution would not have a negative economic impact on TRC, provided that MSCG shall notify TRC in advance of any such contemplated substitution and subject to TRC’s reasonable consent to such substitutions. TRC shall indemnify MSCG for any costs, expenses or other losses that MSCG incurs as a result of any amendment to an Initial Nomination requested by TRC or any other adjustment to the Nominated Volumes (other than a substitution or other change to the Nominated Volumes requested by MSCG); provided that MSCG shall use commercially reasonable efforts to mitigate such costs, expenses or losses. If, due to no fault of MSCG, MSCG is unable to, or it becomes impractical to, ship Crude Oil through a Pipeline or is unable to, or it becomes impractical to, deliver Crude Oil to any Delivery Location because of a breakdown in or significant impairment of any logistical asset utilized in the storage and transportation of Crude Oil to such Delivery Location (each, a “Logistics Impairment”), MSCG’s delivery obligations shall be excused to the extent effected by such Logistics Impairment and TRC shall indemnify MSCG for any losses, costs or expenses incurred as a result of such Logistics Impairment, including for any market losses (e.g. the difference between the price at which MSCG sells any Crude Oil that it is impractical to deliver to a Delivery Location as a result of the Logistics Impairment and the Price of such Crude Oil hereunder). MSCG shall use commercially reasonable efforts to mitigate costs, losses and expenses resulting from a Logistics Impairment.

Agreement to Purchase Nominated Volumes. In the absence of notification from MSCG to TRC PBF within one Business Day of MSCG’s receipt of any Initial Nomination, Weekly Nomination of MSCG’s objection to any information contained therein relating to Nominated Volumes to be sold by MSCG and subject to the Parties mutual agreement to certain FOB Grade Differentials as described in Section 8.2.2purchased by PBF, the Parties shall be deemed to have agreed to the sale by MSCG to TRC PBF of the Nominated Volumes of Intermediate Products and Lubes specified in such Initial Nomination. Each Monthly Amendment and therein on each Weekly Nomination shall constitute an amendment to the Initial Nomination(s) covering the same relevant Delivery Dates. Unless MSCG notifies TRC within one Business Day of its objection to any new information contained in any Monthly Amendment or Weekly Nomination, the Parties shall be deemed to have agreed to the sale by MSCG to TRC of the Nominated Volumes Date specified therein, subject to pricing adjustments as set forth in Section 8.2.4.1. MSCG agrees to cooperate in the adjustment of previously agreed upon Nominated Volumes at the request of TRC to the extent the flexibility for a corresponding adjustment is allowed under the terms of any relevant Supply Contract(s) or may be maintained in inventory or another commercially reasonable disposition and/or acquisition can be agreed upon. Notwithstanding the above, the Parties acknowledge operational variability and agree that reasonable variations from the specified Nominated Volumes resulting from ordinary course operational factors shall not constitute a breach of this Agreement; provided , or, in the case of Lubes, reasonable variations from the specified Nominated Volumes resulting from reasonable scheduling accommodations made to PBF’s customers shall not constitute a breach of this Agreement. The Parties acknowledge that TRC PBF bears sole responsibility for the preparation, accuracy and correctness of the Weekly Nomination. The Parties agree that the Quarterly Delivery Forecast, Monthly Delivery Schedule and the Weekly Nomination shall be prepared in coordination between the Parties. PBF agrees to make a good faith effort to take delivery of Crude Oil (i) produce and sell to MSCG Products in the volumes set forth in each NFR Monthly Delivery Schedule and each Weekly Nomination in accordance with the schedules set forth therein, and (ii) purchase from MSCG Intermediate Products and Lubes in the volumes set forth in each Monthly Delivery Schedule and Weekly Nomination in accordance with the schedules set forth therein and MSCG agrees to exercise commercially reasonable efforts to accommodate such variationstherein. TRC agrees that MSCG shall have the right to substitute alternative grades of Crude Oil as long as such substitution would not have a negative economic impact on TRC, provided that MSCG shall notify TRC in advance of any such contemplated substitution and subject to TRC’s reasonable consent to such substitutions. TRC PBF shall indemnify MSCG or TPSI or both for any costs, expenses or other losses that MSCG it incurs in respect of a Sale Contract as a result of any amendment PBF’s failure to an Initial Nomination requested by TRC or any other adjustment to the Nominated Volumes (other than a substitution or other change to the Nominated Volumes requested by MSCG); provided that MSCG shall use make commercially reasonable efforts to mitigate such costs, expenses or losses. If, due deliver volumes of Products to no fault of MSCG, MSCG is unable to, or it becomes impractical to, ship Crude Oil through a Pipeline or is unable to, or it becomes impractical to, deliver Crude Oil to any in accordance with the Monthly Delivery Location because of a breakdown in or significant impairment of any logistical asset utilized in the storage and transportation of Crude Oil to such Delivery Location (each, a “Logistics Impairment”), MSCG’s delivery obligations shall be excused to the extent effected by such Logistics Impairment and TRC shall indemnify MSCG for any losses, costs or expenses incurred as a result of such Logistics Impairment, including for any market losses (e.g. the difference between the price at which MSCG sells any Crude Oil that it is impractical to deliver to a Delivery Location as a result of the Logistics Impairment Schedule and the Price of such Crude Oil hereunder). MSCG shall use commercially reasonable efforts to mitigate costs, losses and expenses resulting from a Logistics ImpairmentWeekly Nomination.

Agreement to Purchase Nominated Volumes. In the absence of notification from MSCG to TRC PBF within one Business Day of MSCG’s receipt of any Initial Nomination, and subject to the Parties mutual agreement to certain FOB Grade Differentials as described in Section 8.2.2, the Parties shall be deemed to have agreed to the sale by MSCG to TRC PBF of the Nominated Volumes specified in such Initial Nomination. Each Monthly Amendment and each Weekly Nomination shall constitute an amendment to the Initial Nomination(s) Nominations covering the same Delivery Dates. Unless MSCG notifies TRC PBF within one Business Day of its objection to any new information contained in any Monthly Amendment or Weekly Nomination, the Parties shall be deemed to have agreed to the sale by MSCG to TRC PBF of the Nominated Volumes specified therein, subject to pricing adjustments as set forth in Section 8.2.4.18.2.5.1. MSCG agrees to cooperate in the adjustment of previously agreed upon Nominated Volumes at the request of TRC PBF to the extent the flexibility for a corresponding adjustment is allowed under the terms of any relevant Supply Contract(s) Contracts or may be maintained in inventory or another commercially reasonable disposition and/or or acquisition can be agreed upon. Notwithstanding the above, the Parties acknowledge operational variability and agree that reasonable variations from the specified Nominated Volumes resulting from ordinary course operational factors shall not constitute a breach of this Agreement; provided that TRC PBF agrees to make a good faith effort to take delivery of Crude Oil in the volumes set forth in each NFR and Weekly Nomination in accordance with the schedules set forth therein and MSCG agrees to exercise commercially reasonable efforts to accommodate such variations. TRC PBF agrees that MSCG shall have the right to substitute alternative grades of Crude Oil as long as such substitution would not have a negative economic impact on TRCPBF, provided that MSCG shall notify TRC PBF in advance of any such contemplated substitution and subject to TRCPBF’s reasonable consent to such substitutions. TRC PBF shall indemnify MSCG for any costs, expenses or other losses that MSCG incurs as a result of any amendment to an Initial Nomination requested by TRC PBF or any other adjustment to the Nominated Volumes (other than a substitution or other change to the Nominated Volumes requested by MSCG); provided that MSCG shall use commercially reasonable efforts to mitigate such costs, expenses or losses. If, due to no fault of MSCG, MSCG is unable to, or it becomes impractical to, ship Crude Oil through a Pipeline or is unable to, or it becomes impractical to, deliver Crude Oil to any Delivery Location because of a breakdown in or significant impairment of any logistical asset utilized in the storage and transportation of Crude Oil to such Delivery Location (each, a “Logistics Impairment”), MSCG’s delivery obligations shall be excused to the extent effected affected by such Logistics Impairment and TRC PBF shall indemnify MSCG for any losses, costs or expenses incurred as a result of such Logistics Impairment, including for any market losses (e.g. the difference between the price at which MSCG sells any Crude Oil that it is impractical to deliver to a Delivery Location as a result of the Logistics Impairment and the Price of such Crude Oil hereunder). MSCG shall use commercially reasonable efforts to mitigate costs, losses and expenses resulting from a Logistics Impairment.