Common use of Buy-Out Clause in Contracts

Buy-Out. If Customer would request to terminate this contract at any time before the expiration date, a Buy Out price will be determined by calculating the difference between the Product price as stated in this Agreement and the rack price at the time of the buyout multiplied by the remaining quantity of unpurchased Product, plus a penalty of $0.10 per gallon on the remaining unpurchased quantity of Product. Extension Clause: In the event Product is not be available at a terminal within 75 miles of Customer’s location, Crystal Valley reserves the right to charge the Customer any additional freight and demurrage charges incurred from obtaining fuel from the nearest available source of supply. Indemnification: Customer agrees to defend, indemnify and hold harmless Crystal Valley from and against any claim, loss, damage, cost, expense or liability directly or indirectly arising out of Customer’s negligence, willful, or intentional acts related to the Product sold to Customer pursuant to this Agreement, including, but not limited to: (a) all consequential damages (including, without limitation, any third party tort claims or governmental claims, fines or penalties); and (b) all court costs and reasonable attorneys' fees (including, without limitation, expert witness fees) paid or incurred by Crystal Valley. NOTE: THIS INSTRUMENT SHALL NOT CONSTITUTE A CONTRACT BETWEEN THE PARTIES UNLESS AND UNTIL IT