Common use of Ancillary Costs Clause in Contracts

Ancillary Costs. (a) The Parties agree that, to the maximum extent reasonably practicable, the Company shall pay directly any item that would constitute an Ancillary Cost. The Parties shall cooperate and endeavor in a commercially reasonable manner to arrange for all such items to be billed directly to the Company and for the payee of such item to expect payment of such item solely from the Company. (b) Without limiting the foregoing, the Company agrees to reimburse Xxxx for all Ancillary Costs incurred by Xxxx. Such reimbursement shall occur from time to time upon demand of Xxxx to the Company. When making such demand, Xxxx shall promptly provide the Company with copies of any relevant trade tickets, invoices or other supporting documentation for Ancillary Costs incurred by Xxxx. (c) To the extent the Company has not paid or reimbursed Xxxx for any Ancillary Costs then outstanding and payable with respect to any month or any adjustments or refunds have occurred with respect to any Ancillary Costs previously paid or reimbursed, Xxxx may include in the Monthly True-Up Amount for such month as a separate line item on the applicable Monthly True-Up Amount invoice an amount to compensate the Parties, as appropriate, for such items. (d) From time to time upon the reasonable request of either Party, the Parties shall consult to assess whether (i) Ancillary Costs actually being incurred are consistent with the expectations of the Parties and the terms of this Agreement, (ii) procedures for paying, handling or otherwise dealing with Ancillary Costs can be improved or should be modified, (iii) documentation relating to substantiation of Ancillary Costs is sufficient and (iv) in any other respect the processing of Ancillary Costs hereunder can or improved or modified.

Appears in 3 contracts

Samples: Supply and Offtake Agreement (Par Pacific Holdings, Inc.), Supply and Offtake Agreement (Par Pacific Holdings, Inc.), Supply and Offtake Agreement (Par Petroleum Corp/Co)

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Ancillary Costs. (a) The Parties agree that, to the maximum extent reasonably practicable, the Company shall pay directly any item that would constitute an Ancillary Cost. The Parties shall cooperate and endeavor in a commercially reasonable manner to arrange for all such items to be billed directly to the Company and for the payee of such item to expect payment of such item solely from the Company. (b) Without limiting the foregoing, the Company agrees to reimburse Xxxx for all Ancillary Costs incurred by XxxxXxxx (regardless of whether the Crude Oil and/or Products to which any such Ancillary Costs related have been received by or delivered to any Party). Such reimbursement shall occur from on a monthly basis as part of the Monthly True-up in Section 10.2 below, except that Xxxx may require that any such Ancillary Costs be reimbursed on demand in the event that (i) a Default or Event of Default has occurred and is continuing, (ii) upon the Expiration Date of the Agreement or (iii) the aggregate amount of unreimbursed Ancillary Costs at any time to time upon demand exceeds $2,000,000, but only in respect of Xxxx to the Companysuch excess. When making such demand, Xxxx shall promptly provide the Company with copies of any relevant trade tickets, all invoices or other supporting documentation for Ancillary Costs incurred by Xxxx. (c) To the extent the Company has not paid . All refunds or reimbursed adjustments of any type received by Xxxx for any Ancillary Costs then outstanding and payable with respect to any month or any adjustments or refunds have occurred with respect related to any Ancillary Costs previously paid or reimbursed, Xxxx may include shall be reflected in the Monthly True-Up up Amount as provided in Section 10.2 below. (b) Without limiting the foregoing, if Xxxx has reasonably determined (based on its experience in any one or more of the three preceding months) that it expects the amount of Ancillary Costs for an upcoming month to exceed $2,000,000, Xxxx may require that its estimate of such month Ancillary Costs (to the extent of such excess) be paid in equal installments as part of each Net Payment made during such month, with the actual amount of such Ancillary Costs (net of such estimated payment) to be incorporated as a separate line item on component of the applicable Monthly True-Up up Amount invoice an amount to compensate payable in the Parties, as appropriate, for such itemsnext month. (d) From time to time upon the reasonable request of either Party, the Parties shall consult to assess whether (i) Ancillary Costs actually being incurred are consistent with the expectations of the Parties and the terms of this Agreement, (ii) procedures for paying, handling or otherwise dealing with Ancillary Costs can be improved or should be modified, (iii) documentation relating to substantiation of Ancillary Costs is sufficient and (iv) in any other respect the processing of Ancillary Costs hereunder can or improved or modified.

Appears in 1 contract

Samples: Supply and Offtake Agreement (Alon USA Energy, Inc.)

Ancillary Costs. (a) The Parties agree that, to the maximum extent reasonably practicable, the Company shall pay directly any item that would constitute an Ancillary Cost. The Parties shall cooperate and endeavor in a commercially reasonable manner to arrange for all such items to be billed directly to the Company and for the payee of such item to expect payment of such item solely from the Company. (b) Without limiting the foregoing, the Company agrees to reimburse Xxxx Macquarie for all Ancillary Costs incurred by XxxxMacquarie. Such reimbursement shall occur from time to time upon demand of Xxxx Macquarie to the CompanyCompany and shall be invoiced to the Company in accordance with Article 12 below. When making such demand, Xxxx Macquarie shall promptly provide the Company with copies of any relevant trade tickets, invoices or other supporting documentation for Ancillary Costs incurred by XxxxMacquarie and shall consult with the Company, in good faith and in a commercially reasonable manner to the extent that any such Ancillary Costs are disputed or relate to a claim that has been made against Macquarie prior to settling any such Ancillary Costs. (c) To the extent the Company has not paid or reimbursed Xxxx Macquarie for any Ancillary Costs then outstanding and payable with respect to any month or any adjustments or refunds have occurred with respect to any Ancillary Costs previously paid or reimbursed, Xxxx Macquarie may include in the Monthly True-Up Amount for such month as a separate line item on the applicable Monthly True-Up Amount invoice an amount to compensate the Parties, as appropriate, for such items. (d) From time to time upon the reasonable request of either Party, the Parties shall consult to assess whether (i) Ancillary Costs actually being incurred are consistent with the expectations of the Parties and the terms of this Agreement, (ii) procedures for paying, handling or otherwise dealing with Ancillary Costs can be improved or should be modified, (iii) documentation relating to substantiation of Ancillary Costs is sufficient and (iv) in any other respect the processing of Ancillary Costs hereunder can or improved or modified.

Appears in 1 contract

Samples: Supply and Offtake Agreement (Vertex Energy Inc.)

Ancillary Costs. (a) The Parties agree that, to the maximum extent reasonably practicable, the Company shall pay directly any item that would constitute an Ancillary Cost. The Parties shall cooperate and endeavor in a commercially reasonable manner to arrange for all such items to be billed directly to the Company and for the payee of such item to expect payment of such item solely from the Company. (b) Without limiting the foregoing, the Company agrees to reimburse Xxxx Aron for all Ancillary Costs incurred by XxxxAron. Such reimbursement shall occur from time to time upon demand of Xxxx Aron to the Company. When making such demand, Xxxx Aron shall promptly provide the Company with copies of any relevant trade tickets, invoices or other supporting documentation for Ancillary Costs incurred by XxxxAron. (c) To the extent the Company has not paid or reimbursed Xxxx Aron for any Ancillary Costs then outstanding and payable with respect to any month or any adjustments or refunds have occurred with respect to any Ancillary Costs previously paid or reimbursed, Xxxx Aron may include in the Monthly True-Up Amount for such month as a separate line item on the applicable Monthly True-Up Amount invoice an amount to compensate the Parties, as appropriate, for such items. (d) From time to time upon the reasonable request of either Party, the Parties shall consult to assess whether (i) Ancillary Costs actually being incurred are consistent with the expectations of the Parties and the terms of this Agreement, (ii) procedures for paying, handling or otherwise dealing with Ancillary Costs can be improved or should be modified, (iii) documentation relating to substantiation of Ancillary Costs is sufficient and (iv) in any other respect the processing of Ancillary Costs hereunder can or improved or modified.

Appears in 1 contract

Samples: Supply and Offtake Agreement (Par Pacific Holdings, Inc.)

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Ancillary Costs. (a) The Parties agree that, to the maximum extent reasonably practicable, the Company shall pay directly any item that would constitute an Ancillary Cost. The Parties shall cooperate and endeavor in a commercially reasonable manner to arrange for all such items to be billed directly to the Company and for the payee of such item to expect payment of such item solely from the Company. (b) Without limiting the foregoing, the Company agrees to reimburse Xxxx for all Ancillary Costs incurred by XxxxXxxx (regardless of whether the Crude Oil and/or Products to which any such Ancillary Costs related have been received by or delivered to any Party). Such reimbursement shall occur from on a monthly basis as part of the monthly true-up in Section 10.3 below, except that Xxxx may require that any such Ancillary Costs be reimbursed on demand in the event that (i) a Default or Event of Default has occurred and is continuing, (ii) upon the Expiration Date of the Agreement or (iii) the aggregate amount of unreimbursed Ancillary Costs at any time to time upon demand exceeds $[***], but only in respect of Xxxx to the Companysuch excess. When making such demand, Xxxx shall promptly provide the Company with copies of any relevant trade tickets, all invoices or other supporting documentation for Ancillary Costs incurred by Xxxx. (c) To the extent the Company has not paid . All refunds or reimbursed adjustments of any type received by Xxxx for any Ancillary Costs then outstanding and payable with respect to any month or any adjustments or refunds have occurred with respect related to any Ancillary Costs previously paid or reimbursed, Xxxx may include shall be reflected in the Monthly True-Up up Amount as provided in Section 10.3 below. (b) Without limiting the foregoing, if Xxxx has reasonably determined (based on its experience in any one or more of the three (3) preceding months) that it expects the amount of Ancillary Costs for an upcoming month to exceed $[***] Xxxx may require that its estimate of such month Ancillary Costs (to the extent of such excess) be paid in equal installments as part of each Net Payment made during such month, with the actual amount of such Ancillary Costs (net of such estimated payment) to be incorporated as a separate line item on component of the applicable Monthly True-Up up Amount invoice an amount to compensate payable in the Parties, as appropriate, for such itemsnext month. (d) From time to time upon the reasonable request of either Party, the Parties shall consult to assess whether (i) Ancillary Costs actually being incurred are consistent with the expectations of the Parties and the terms of this Agreement, (ii) procedures for paying, handling or otherwise dealing with Ancillary Costs can be improved or should be modified, (iii) documentation relating to substantiation of Ancillary Costs is sufficient and (iv) in any other respect the processing of Ancillary Costs hereunder can or improved or modified.

Appears in 1 contract

Samples: Supply and Offtake Agreement (Delek US Holdings, Inc.)

Ancillary Costs. (a) The Parties agree that, to the maximum extent reasonably practicable, the Company Fuels and LW shall pay directly any item that would constitute an Ancillary Cost. The Parties shall cooperate and endeavor in a commercially reasonable manner to arrange for all such items to be billed directly to the Company Fuels and LW and for the payee of such item to expect payment of such item solely from the CompanyFuels or LW. (b) Without limiting the foregoing, the Company agrees Fuels and LW agree to reimburse Xxxx Macquarie for all Ancillary Costs incurred by XxxxMacquarie. Such reimbursement shall occur from time to time upon demand of Xxxx Macquarie to the CompanyFuels and LW. When making such demand, Xxxx Macquarie shall promptly provide the Company Fuels and LW with copies of any relevant trade tickets, invoices or other supporting documentation for Ancillary Costs incurred by XxxxMacquarie. (c) To the extent the Company has Fuels and LW have not paid or reimbursed Xxxx Macquarie for any Ancillary Costs then outstanding and payable with respect to any month or any adjustments or refunds have occurred with respect to any Ancillary Costs previously paid or reimbursed, Xxxx Macquarie may include in the Monthly True-Up Amount for such month as a separate line item on the applicable Monthly True-Up Amount invoice an amount to compensate the Parties, as appropriate, for such items. (d) From time to time upon the reasonable request of either Party, the Parties shall consult to assess whether (i) Ancillary Costs actually being incurred are consistent with the expectations of the Parties and the terms of this Agreement, (ii) procedures for paying, handling or otherwise dealing with Ancillary Costs can be improved or should be modified, (iii) documentation relating to substantiation of Ancillary Costs is sufficient and (iv) in any other respect the processing of Ancillary Costs hereunder can or improved or modified.

Appears in 1 contract

Samples: Supply and Offtake Agreement (Calumet Specialty Products Partners, L.P.)

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