Common use of Determination of the Termination Amount in the Event of Early Termination Clause in Contracts

Determination of the Termination Amount in the Event of Early Termination. The amount payable in respect of early termination shall comprise (without duplication) all of the following amounts, which shall be aggregated or netted to a single liquidated amount (the “Termination Amount”) owing from one Party to the other Party: 18.8.1 if MSCG requires TRC to purchase the MSCG In-Transit Volumes pursuant to Section 18.6, the applicable Price of the MSCG In-Transit Volumes determined in accordance with Schedule 5 as of the date of termination; 18.8.2 the Specified Agreement Close-Out Amount as determined pursuant to Section 18.7; 18.8.3 the amount of any performance assurance, credit support or collateral provided by or on behalf of TRC under this Agreement or any Specified Agreement held by MSCG at the Early Termination Date, which shall be applied as a credit to TRC; 18.8.4 Breakage Costs, including, for avoidance of doubt, the losses and costs (or gains) incurred (or realized) by the Performing Party, if MSCG, in terminating, transferring, or otherwise modifying any outstanding contracts with Customers (except supply contracts assigned by TRC to MSCG in February 2011); 18.8.5 all Unpaid Amounts, including any purchase price for Crude Oil that has not yet been paid as described under Section 18.4.2; 18.8.6 any other amounts or adjustments that are owed one Party by the other Party under this Agreement or any other Transaction Document; and 18.8.7 the applicable Early Termination Fee, if any, as provided in Section 18.5.

Determination of the Termination Amount in the Event of Early Termination. The amount payable in respect of early termination shall comprise (without duplication) all of the following amounts, which shall be aggregated or netted to a single liquidated amount (the “Termination Amount”) owing from one Party to the other Party: 18.8.1 if MSCG requires TRC PBF to purchase the MSCG In-Transit Volumes inventory pursuant to Section 18.6, the applicable Price purchase price of the MSCG In-Transit Volumes Inventory located at the Refinery determined in accordance with Schedule 5 Section 9.1 as of the date of termination; 18.8.2 the Specified Agreement Close-Out Amount as determined pursuant to Section 18.7; 18.8.3 the amount of any performance assurance, credit support or collateral provided by or on behalf of TRC PBF under this Agreement or any Specified Agreement held by MSCG at the Early Termination Date, which shall be applied as a credit to TRCPBF; 18.8.4 Breakage Costs, including, for avoidance of doubt, the losses and costs (or gains) incurred (or realized) by the Performing Party, if MSCG, in terminating, transferring, or otherwise modifying any outstanding contracts with Customers (except supply contracts assigned by TRC to MSCG in February 2011)Customers; 18.8.5 all Unpaid Amounts, including any purchase price for Crude Oil Product that has not yet been paid as described under Section 18.4.2and any portion of the Provisional Payment Amount that has not been returned to MSCG; 18.8.6 any other amounts or adjustments that are owed one Party by the other Party under this Agreement or any other Transaction Document; and 18.8.7 the applicable Early Termination Fee, if any, as provided in Section 18.5. In the event of any termination, notwithstanding any other provision of this Agreement, MSCG shall at all times be bound to make payment under the Payment Direction Agreement in accordance with its terms until performance under the Payment Direction Agreement is suspended pursuant to Section 18.4.6 and the terms thereof or the Payment Direction Agreement is terminated pursuant to the terms thereof.

Determination of the Termination Amount in the Event of Early Termination. The amount payable in respect of early termination shall comprise (without duplication) all of the following amounts, which shall be aggregated or netted to a single liquidated amount (the “Termination Amount”) owing from one Party to the other Party: 18.8.1 if MSCG requires TRC PBF to purchase the MSCG In-Transit Volumes pursuant to Section 18.6, the applicable Price of the MSCG In-Transit Volumes determined in accordance with Schedule 5 as of the date of terminationEarly Termination Date; 18.8.2 the Specified Agreement Close-Out Amount as determined pursuant to Section 18.7; 18.8.3 the amount of any performance assurance, credit support or collateral provided by or on behalf of TRC PBF under this Agreement or any Specified Agreement held by MSCG at the Early Termination Date, which shall be applied as a credit to TRCPBF; 18.8.4 Breakage Costs, including, for avoidance of doubt, the losses and costs (or gains) incurred (or realized) by the Performing Party, if MSCGMSCG is the Performing Party, in terminating, transferring, or otherwise modifying any outstanding contracts with Customers (except supply contracts assigned by TRC to MSCG in February 2011); 18.8.5 all Unpaid Amounts, including any purchase price for Crude Oil that has not yet been paid as described under in Section 18.4.2; 18.8.6 any other amounts or adjustments that are owed one Party by the other Party under this Agreement or any other Transaction Document; and 18.8.7 the applicable Early Termination Fee, if any, as provided in Section 18.5.