Hydrocarbon Inventory Clause Samples

Hydrocarbon Inventory. All of the Seller’s Hydrocarbon Inventory (including all FTZ status merchandise located at the Facilities).

Hydrocarbon Inventory. (a) On November 1, 2025, the Seller and the Buyer caused certain of their Representatives to conduct a measurement of the Hydrocarbon volumes contained in the Assets as of 7:00 a.m. Central Time, which measurement was in accordance with the Inventory Measurement Procedures attached as Exhibit E-2 (such measurement, the “Inventory Measurement”). (b) If the Hydrocarbon volumes determined in connection with the Inventory Measurement are less than the Hydrocarbon volumes owed to a Third Party by any Target Company Group Member, then the Final Hydrocarbon Inventory Value shall be revised downward (relative to the Estimated Hydrocarbon Inventory Value) to account for such shortfall. If, as a result of such shortfall, the Buyer or any of its Affiliates is required to purchase Hydrocarbons in order to deliver crude oil volumes owed to one or more Third Parties, the Final Hydrocarbon Inventory Value shall be zero (0), and the Final Purchase Price shall be decreased by an amount equal to forty-five percent (45%) of the cost of the Hydrocarbons that the Buyer or such Affiliate, as applicable, purchase in the open market in order to deliver Hydrocarbon volumes owed to such Third Parties (such amount, the “Hydrocarbon Inventory Shortfall”). For the avoidance of doubt, any such amounts of Hydrocarbon Inventory Shortfall shall be determined without duplication of any amounts in the calculation of Working Capital.

Hydrocarbon Inventory. All of the Seller’s Hydrocarbon Inventory.

Hydrocarbon Inventory. The hydrocarbon Inventory shall be measured and valued in accordance with the procedures described in Section 6.13(c)(ii)(1) of the Disclosure Schedule.

Hydrocarbon Inventory. (a) The Parties acknowledge that Buyer caused an Affiliate of Intertek Group, PLC (“Intertek”) to measure the volumes of (i) Onsite Inventory (as defined in Exhibit G-2—Hydrocarbon Inventory Measurement Procedures) contained in some, but not all, tanks at the Refinery on May 31, 2016 and (ii) the WPC Inventory contained in tanks (but not pipelines) on May 31, 2016, and that in each case those measured volumes are correctly stated in Exhibit G-1—May EOM Inventory. (b) The Parties also acknowledge that they have agreed (for purposes of this Section 5.7, Section 8.1(c) and Section 8.2(b) only) as to (i) the volumes of Onsite Inventory that were not physically measured on May 31, 2016, (ii) the volumes of the WPC Inventory that were not physically measured on May 31, 2016, and (iii) the volumes of Offsite Inventory on May 31, 2016 and that in each case those agreed volumes of unmeasured Onsite Inventory, Offsite Inventory and WPC Inventory are correctly stated on Exhibit G-1. (c) Additionally, the Parties acknowledge that they have agreed (for purposes of this Section 5.7, Section 8.1(c) and Section 8.2(b) only) that the total value of the Hydrocarbon Inventory as of May 31, 2016 is correctly set forth in Exhibit G-1 (such value, the “May EOM Inventory Value”). (d) The Parties also acknowledge that they have agreed (for purposes of this Section 5.7, Section 8.1(c) and Section 8.2(b) only) not to measure or value Onsite Inventory contained in process units or pipeworks at May 31, 2016 or at the Measurement Dated (as defined below), notwithstanding anything to the contrary in Exhibit G-2 or Exhibit G-3. (e) Buyer shall have the option, but not the obligation, to have the Onsite Inventory and the WPC Inventory measured and sampled by a mutually agreeable independent inspector (the “Field Inspector”) on a date that is the first or second day preceding the Closing Date (the “Inventory Measurement Date”). Buyer and Seller shall use their commercially reasonable efforts to cause Intertek to be the Field Inspector. The Field Inspector shall measure and sample the Onsite Inventory and WPC Inventory (including tank sludge) as of the Inventory Measurement Date at the respective locations of the Hydrocarbon Inventory on the Inventory Measurement Date; provided, however, that notwithstanding anything herein to the contrary, (i) the volumes of all Onsite Inventory in process units and pipeworks shall not be measured or valued by the Field Inspector or the Parties, (ii) the ...

Hydrocarbon Inventory. Seller shall make a good faith estimate five (5) Business Days prior to the Closing Date of the estimated value of the Hydrocarbon Inventory as of such date and provide a copy thereof to Buyer setting forth the ownership, types, characteristics and volumes, on a tank, trunk, pipeline or other location basis, of all Hydrocarbon Inventory. Seller shall value the Hydrocarbon Inventory in accordance with the measurement procedures set forth in Exhibit A-l and in accordance with the valuation procedures set forth in Exhibit A-2. Buyer shall be permitted to have representatives present to observe any measurements taken by Seller. At the Closing, Buyer shall pay Seller an amount (the “Inventory Deposit”) equal to 90% of such estimated Inventory Value as reasonably estimated by Seller five (5) Business Days prior to the Closing Date.

Hydrocarbon Inventory. The valuation of Hydrocarbon Inventory for purposes of calculating Current Assets or Net Working Capital shall be determined in accordance with the valuation methodology set forth in Section 2.07 of the Disclosure Schedule.

Hydrocarbon Inventory. Exhibit G-1 of the UPA is hereby deleted in its entirety and replaced with Annex I.

Hydrocarbon Inventory