Common use of Disposition Following Force Majeure Clause in Contracts

Disposition Following Force Majeure. (a) Notwithstanding anything to the contrary, if Xxxx decides or is required, due to an event of Force Majeure affecting either Party or otherwise, to sell to any unrelated third parties, in arm’s length transactions, any quantities of Crude Oil that, based on the then current Monthly Crude Forecast or Weekly Projection, Xxxx would reasonably have expected to have sold to the Company (any quantity of Crude Oil so disposed of by Xxxx being referred to as a “Disposed Quantity”), then the Company shall be obligated to pay to Xxxx an amount equal to the difference between the price at which such Disposed Quantity would have been sold to the Company, minus the amount realized in the sale to a third party (the “Disposition Amount”); provided, however, prior to Xxxx making any such disposition and provided that no Event of Default with respect to the Company has occurred and is continuing, the Company shall have a period equal to the lesser of (i) ten (10) Business Days from the occurrence of such Force Majeure event or (ii) the remaining time period before an event of default would occur under the contracts relevant to the Disposed Quantity as a result of such Force Majeure event, in which to arrange the disposition of such Disposed Quantity on commercially reasonable terms and conditions. In no event shall the Disposed Quantity exceed the aggregate amount of Crude Oil that the Company would have been expected to purchase based on their current Monthly Crude Forecast or Weekly Projection for the period during which the Company is unable to take delivery of Crude Oil as the result of the Force Majeure event or otherwise.

Disposition Following Force Majeure. (a) Notwithstanding anything to the contrary, if Xxxx Macquarie decides or is required, due to an event of Force Majeure affecting either Party or otherwise, to sell to any unrelated third parties, in arm’s length transactions, any quantities of Crude Oil that, based on the then current Monthly Crude Forecast or Weekly Crude Projection, Xxxx Macquarie would reasonably have expected to have sold to the Company Fuels or LW (any quantity of Crude Oil so disposed of by Xxxx Macquarie being referred to as a “Disposed Quantity”), then the Company Fuels or LW shall be obligated to pay to Xxxx Macquarie an amount equal to the difference between the price at which such Disposed Quantity would have been sold to the CompanyFuels or LW, minus the amount realized in the sale to a third party (the “Disposition Amount”); provided, however, prior to Xxxx Macquarie making any such disposition and provided that no Event of Default with respect to the Company Fuels or LW has occurred and is continuing, the Company Fuels and LW shall have a period equal to the lesser of (i) ten (10) Business Days from the occurrence of such Force Majeure event or (ii) the remaining time period before an event of default would occur under the contracts relevant to the Disposed Quantity as a result of such Force Majeure event, in which to arrange the disposition of sell or transfer such Disposed Quantity on commercially reasonable terms and conditionsconditions acceptable to Macquarie. In no event shall the Disposed Quantity exceed the aggregate amount of Crude Oil that required for the Company would have been expected to purchase projected refinery operations during and following an event of Force Majeure based on their current Monthly Crude Forecast or Weekly Projection for projections mutually agreed to by the period during which the Company is unable to take delivery of Crude Oil as the result of the Force Majeure event or otherwiseParties.

Disposition Following Force Majeure. (a) Notwithstanding anything to the contrary, if Xxxx decides or is required, due to an event of Force Majeure affecting either Party or otherwise, to sell to any unrelated third parties, in arm’s length transactions, any quantities of Crude Oil that, based on the then current Monthly Crude Forecast or Weekly Projection, Xxxx would reasonably have expected to have sold to the Company (any quantity of Crude Oil so disposed of by Xxxx being referred to as a “Disposed Quantity”), then the Company shall be obligated to pay to Xxxx an amount equal to the difference between the price at which such Disposed Quantity would have been sold to the Company, minus the amount realized in the sale to a third party (the “Disposition Amount”); provided, however, prior to Xxxx making any such disposition and provided that no Event of Default with respect to the Company has occurred and is continuing, the Company shall have a period equal to the lesser of (i) ten (10) Business Days from the occurrence of such Force Majeure event or (ii) the remaining time period before an event of default would occur under the contracts relevant to the Disposed Quantity as a result of such Force Majeure event, in which to arrange the disposition of such Disposed Quantity on commercially reasonable terms and conditions. In no event shall the Disposed Quantity exceed the aggregate amount of Crude Oil that the Company would have been expected to purchase based on their current Monthly Crude Forecast or Weekly Projection for the period during which the Company is unable to take delivery of Crude Oil as the result of the Force Majeure event or otherwise.. (b) In connection with its selling any Disposed Quantity, Xxxx shall promptly determine the Disposition Amount and issue to the Company an invoice for such amount. The Company shall pay to Xxxx the invoiced amount no later than the second Business Day after the date of such invoice. If, in connection with the sale of any Disposed Quantity, the Disposition Amount is a negative number, then Xxxx shall pay the amount of such excess to the Company no later than the second Business Day after the date of such invoice. 9.5

Disposition Following Force Majeure. (a) Notwithstanding anything to the contrary, if Xxxx Aron decides or is required, due to an event of Force Majeure affecting either Party or otherwise, to sell to any unrelated third parties, in arm’s length transactions, any quantities of Crude Oil or Products that, based on the then current Monthly Crude Forecast or Weekly ProjectionForecast, Xxxx Aron would reasonably have expected to have sold to the Company (any quantity of Crude Oil or Products so disposed of by Xxxx Aron being referred to as a “Disposed Quantity”), then the Company shall be obligated to pay to Xxxx Aron an amount equal to the difference between the price at which such Disposed Quantity would have been sold to the Company, minus the amount realized in the sale to a third party (the “Disposition Amount”); provided, however, prior to Xxxx Aron making any such disposition and provided that no Event of Default with respect to the Company has occurred and is continuing, the Company shall have a period equal to the lesser of (i) ten (10) Business Days from the occurrence of such Force Majeure event or (ii) the remaining time period before an event of default would occur under the contracts relevant to the Disposed Quantity as a result of such Force Majeure event, in which to arrange the disposition of such Disposed Quantity on commercially reasonable terms and conditions. In no event shall the Disposed Quantity exceed the aggregate amount of Crude Oil or Products that the Company would have been expected to purchase based on their current Monthly Crude Forecast or Weekly Projection for the period during which the Company is unable to take delivery of Crude Oil or Products as the result of the Force Majeure event or otherwise.

Disposition Following Force Majeure. (a) Notwithstanding anything to the contrary, if Xxxx decides or is required, due to an event of Force Majeure affecting either Party or otherwise, to sell to any unrelated third parties, in arm’s length transactions, any quantities of Crude Oil or Products that, based on the then current Monthly Crude Forecast or Weekly ProjectionForecast, Xxxx would reasonably have expected to have sold to the Company (any quantity of Crude Oil or Products so disposed of by Xxxx being referred to as a “Disposed Quantity”), then the Company shall be obligated to pay to Xxxx an amount equal to the difference between the price at which such Disposed Quantity would have been sold to the Company, minus the amount realized in the sale to a third party (the “Disposition Amount”); provided, however, prior to Xxxx making any such disposition and provided that no Event of Default with respect to the Company has occurred and is continuing, the Company shall have a period equal to the lesser of (i) ten (10) Business Days from the occurrence of such Force Majeure event or (ii) the remaining time period before an event of default would occur under the contracts relevant to the Disposed Quantity as a result of such Force Majeure event, in which to arrange the disposition of such Disposed Quantity on commercially reasonable terms and conditions. In no event shall the Disposed Quantity exceed the aggregate amount of Crude Oil or Products that the Company would have been expected to purchase based on their current Monthly Crude Forecast or Weekly Projection for the period during which the Company is unable to take delivery of Crude Oil or Products as the result of the Force Majeure event or otherwise.

Disposition Following Force Majeure. (a) Notwithstanding anything to the contrary, if Xxxx Macquarie decides or is required, due to an event of Force Majeure affecting either Party or otherwise, to sell to any unrelated third parties, in arm’s length transactions, any quantities of Crude Oil Permitted Feedstock that, based on the then current Monthly Crude Permitted Feedstock Forecast or Weekly Permitted Feedstock Projection, Xxxx Macquarie would reasonably have expected to have sold to the Company (any quantity of Crude Oil Permitted Feedstock so disposed of by Xxxx Macquarie being referred to as a “Disposed Quantity”), then the Company shall be obligated to pay to Xxxx Macquarie an amount equal to the difference between the price at which such Disposed Quantity would have been sold to the Company, minus the amount realized in the sale to a third party (the “Disposition Amount”); provided, however, prior to Xxxx Macquarie making any such disposition and provided that no Event of Default with respect to the Company has occurred and is continuing, the Company shall have a period equal to the lesser of (i) ten (10) Business Days from the occurrence of such Force Majeure event or (ii) the remaining time period before an event of default would occur under the contracts relevant to the Disposed Quantity as a result of such Force Majeure event, in which to arrange the disposition of sell or transfer such Disposed Quantity on commercially reasonable terms and conditionsconditions acceptable to Macquarie. In no event shall the Disposed Quantity exceed the aggregate amount of Crude Oil that Permitted Feedstock required for the projected refinery operations during and following an event of Force Majeure based on projections mutually agreed to by the Parties. (b) In connection with its selling any Disposed Quantity, Macquarie shall promptly determine the Disposition Amount and issue to the Company would have been expected an invoice for such amount. The Company shall pay to purchase based on their current Monthly Crude Forecast or Weekly Projection for Macquarie the period during which invoiced amount no later than the Company is unable to take delivery of Crude Oil as the result of the Force Majeure event or otherwise.second