Common use of Purchase and Sale of Products Clause in Contracts

Purchase and Sale of Products. (a) Pursuant to Purchase Orders issued by MLNA/MLMX, Supplier shall sell and deliver to MLNA/MLMX, and MLNA/MLMX shall purchase from Supplier, Products specified in Purchase Orders. Such purchases and sales shall be for Products and Prices set forth on Schedule A. Any Affiliate of MLNA/MLMX shall also be entitled to issue Purchase Orders and purchase Products from Supplier under the terms of this Agreement. Only the specific MLNA/MLMX Party issuing a Purchase Order will be liable to Supplier for obligations in connection with a Purchase Order. Neither MLNA or MLMX or any Affiliate of either of them will be liable to Supplier for any obligations of any other MLNA/MLMX Party or Affiliate. (b) During the term hereof, MLNA/MLMX may, but shall not be required to, provide Supplier with estimates or forecasts of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or pursuant to this Agreement, except for quantities cited in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as to the quantity of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Supplier. (c) MLNA/MLMX shall issue Purchase Orders to Supplier and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions in the applicable Purchase Order that conflict with the terms and conditions of this Agreement. If Supplier fails to issue a Confirmation within the time set forth above or otherwise commences performance under such Purchase Order, Supplier will be deemed to have accepted the Purchase Order. MLNA/MLMX may withdraw any Purchase Order prior to Supplier's acceptance (or deemed acceptance) thereof. (d) MLNA/MLMX may, in its sole discretion, on notice to Supplier, without liability or penalty, terminate all or any part of a Purchase Order with or without cause effective immediately or otherwise as specified in such notice. Upon any such termination, Supplier shall immediately cease work and purchasing materials relating to fulfilling the Purchase Order, and deliver to MLNA/MLMX on request all or any portion of Products under the relevant Purchase Order at the Prices. (e) MLNA/MLMX may, on notice to Supplier, request changes to a Purchase Order. On or before the second Business Day after receiving the request, Supplier shall submit to MLNA/MLMX its good faith description of the impact of such changes on the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changes.

Purchase and Sale of Products. (a) Pursuant Subject to Purchase Orders issued by MLNA/MLMXArticles 18 and 19, Supplier Seller shall sell and deliver to MLNA/MLMXBuyer, and MLNA/MLMX Buyer shall purchase and accept from SupplierSeller, the minimum quantities of Products specified identified in Purchase Orders. Such purchases Exhibit A during each month and sales shall be for Products and Prices set forth on Schedule A. Any Affiliate of MLNA/MLMX shall also be entitled to issue Purchase Orders and purchase Products from Supplier under year during the terms term of this Agreement (“Minimum Quantities”). Buyer acknowledges that the Minimum Quantities are necessary and reasonable for, among other reasons, Seller to plan its supply operations and, as such, are of material and reasonable significance to the franchise relationship. Buyer also acknowledges that Seller has established minimum volume levels for gasoline (“Base Volume”) to be resold through Buyer’s Outlets for its customers in order to retain a Wholesale Marketer Agreement. Only Accordingly, in no event may Buyer’s Minimum Quantities be less than the specific MLNA/MLMX Party issuing a Purchase Order following Base Volume: If the Minimum Quantities are less than the minimum Base Volume, the Minimum Quantities are deemed amended to be the same as the minimum Base Volume; and the Maximum Quantities will be liable proportionately increased. If Buyer fails to Supplier for obligations in connection with a Purchase Order. Neither MLNA purchase this minimum Base Volume, Seller may take such action as Seller deems appropriate, including, without limitation, terminating or MLMX or any Affiliate of either of them will be liable to Supplier for any obligations of any other MLNA/MLMX Party or Affiliatenot renewing this Agreement. (b) During the term hereof, MLNA/MLMX Seller may, but shall will not be required obligated to, provide Supplier with estimates or forecasts sell Buyer more than the “Maximum Quantities” identified in Exhibit A. Seller’s exercise of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or pursuant right to this Agreement, except for quantities cited in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as do so will not obligate Seller to the quantity of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Suppliercontinue to sell Buyer such excess quantities. (c) MLNA/MLMX To the extent practicable, Buyer shall issue Purchase Orders to Supplier and Supplier shall confirm to MLNA/MLMX the receipt take delivery of each Purchase Order issued hereunder (each, all Products on a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions in the applicable Purchase Order that conflict with the terms and conditions of this Agreement. If Supplier fails to issue a Confirmation within the time set forth above or otherwise commences performance under such Purchase Order, Supplier will be deemed to have accepted the Purchase Order. MLNA/MLMX may withdraw any Purchase Order prior to Supplier's acceptance (or deemed acceptance) thereofratable basis. (d) MLNAIf Buyer fails to purchase and accept the Minimum Quantities in any 12-month period, Seller may unilaterally downward adjust the Minimum/MLMX mayMaximum Quantities each succeeding 12-month period by the difference between the annual Minimum Quantities and the amount actually purchased for that 12-month period. In addition, in its sole discretionBuyer may request that Seller downward adjust Buyer’s Minimum/Maximum Quantities if the need for the downward adjustment is due to a reason beyond Buyer’s reasonable control. If Seller agrees that the reason is beyond Buyer’s reasonable control, on notice to SupplierSeller shall downward adjust the Minimum/Maximum Quantities each succeeding 12-month period by the difference between the annual Minimum Quantities and the amount actually purchased for that 12-month period. Likewise, without liability or penaltyif Buyer purchases more than the Minimum Quantities, terminate all or any part of a Purchase Order with or without cause effective immediately or otherwise as specified in such noticeBuyer may request that Seller upward adjust Buyer’s Minimum/Maximum Quantities. Upon any such terminationIf Seller agrees, Supplier shall immediately cease work and purchasing materials relating to fulfilling the Purchase Order, and deliver to MLNAMinimum/MLMX on request all or any portion of Products under the relevant Purchase Order at the PricesMaximum Quantities will be upward adjusted for each succeeding 12-month period. (e) MLNA/MLMX mayIf the term of this Agreement commences at any time after January 1st of any year during the term of this Agreement, on notice Buyer must purchase and accept the Minimum Quantities during the remaining months of that 12-month period, but Seller's rights and remedies set forth in Articles 2(a) and (d) above will not commence until the next full 12-month period. (f) If Buyer terminates this Agreement prior to Supplierthe expiration of its term or if Seller terminates this Agreement for cause in accordance with the PMPA or applicable Law, request changes Seller will be entitled to a Purchase Orderall remedies available at Law or in equity. On or before Notwithstanding the second Business Day after receiving foregoing, if Buyer terminates this Agreement and Buyer’s Outlets remain branded under the requestIdentifications, Supplier shall submit Seller may waive its remedies pursuant to MLNA/MLMX its good faith description of the impact of such changes on the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changesthis article.

Purchase and Sale of Products. (a) Pursuant In order to Purchase Orders issued by MLNAfacilitate this preferred supplier/MLMX, Supplier shall sell and deliver to MLNA/MLMXpurchaser relationship, and MLNA/MLMX shall purchase from Supplier, Products specified in Purchase Orders. Such purchases and sales shall be for Products and Prices set forth on Schedule A. Any Affiliate of MLNA/MLMX shall also be entitled subject to issue Purchase Orders and purchase Products from Supplier under the terms of this Agreement. Only the specific MLNA/MLMX Party issuing a Purchase Order will be liable to Supplier for obligations in connection with a Purchase Order. Neither MLNA or MLMX or any Affiliate of either of them will be liable to Supplier for any obligations of any other MLNA/MLMX Party or Affiliate. (b) During the term hereof, MLNA/MLMX may, but shall not be required to, provide Supplier with estimates or forecasts of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or pursuant to this Agreement, except for quantities cited in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as to the quantity of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Supplier. (c) MLNA/MLMX shall issue Purchase Orders to Supplier and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions in the applicable Purchase Order that conflict with the terms and conditions set forth herein, Molinos shall sell to To-Ricos, and To-Ricos shall purchase from Molinos, To-Ricos' requirements of corn and soybean meal (collectively, the "Products"), or in such other volumes as the parties may mutually agree upon from time to time. At least three (3) days prior to the start of each period of time mutually agreed to by the parties during the term of this Agreement, Molinos will contact To-Ricos to obtain To-Ricos' good faith estimate of anticipated purchases of Products for the next immediately succeeding mutually agreed to production period ("Production Period"). If Supplier fails Included in the information to issue a Confirmation within be provided by To-Ricos will be the time type of Products, quantities, specifications, estimated delivery requirements and other relevant information for the upcoming Production Period and To-Ricos shall offer Molinos the right to provide such Products to To-Ricos on the terms and conditions set forth above or otherwise commences performance under such Purchase Orderherein. Based on this information, Supplier Molinos will be deemed to have accepted the Purchase Order. MLNA/MLMX may withdraw any Purchase Order prior to Supplier's acceptance notify To-Ricos within three (3) days thereafter (or deemed acceptancesuch other period of time as to which the parties may mutually agree) thereof. which Products it desires to supply. Within three (d3) MLNA/MLMX may, in its sole discretion, on days (or such other period as to which the parties may mutually agree) after sending such notice to SupplierTo-Ricos, without liability or penaltyMolinos will meet with To-Ricos to develop good faith estimated orders for the Products for the upcoming Production Period. Each party agrees to give the other party, terminate all or if possible, at least ninety (90) days prior written notice of any part significant demand change with respect to the Products to be supplied and purchased hereunder of a Purchase Order which either party may become aware. To maintain this preferred supplier status, Molinos shall meet To-Ricos' specifications (consistent with or without cause effective immediately or otherwise existing specifications and as specified may be reasonably changed in such noticethe future), quantity delivery and service requirements. Upon any such terminationTo maintain this preferred purchaser status, Supplier To-Ricos shall immediately cease work and purchasing materials relating comply with the agreed payment terms. The scale at Molinos' elevator shall be used to fulfilling the Purchase Order, and deliver to MLNA/MLMX on request all or any portion establish quantities of Products under sold to To-Ricos hereunder. The scale at Molinos' elevator shall be certified periodically by the relevant Purchase Order at the Pricesapplicable Puerto Rican governmental agency, but not more than twice a year. (e) MLNA/MLMX may, on notice to Supplier, request changes to a Purchase Order. On or before the second Business Day after receiving the request, Supplier shall submit to MLNA/MLMX its good faith description of the impact of such changes on the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changes.

Purchase and Sale of Products. (a) Pursuant to Purchase Orders issued by MLNA/MLMXDuring the Term (as defined below) of this Agreement, Supplier shall sell and deliver to MLNA/MLMX, and MLNA/MLMX PGT shall purchase from SupplierCardinal and Cardinal shall manufacture for, Products specified in Purchase Orders. Such purchases and sales shall be sell to, PGT all of PGT’s requirements for Current Products and Prices all future laminated glass components for doors which Cardinal is capable of manufacturing that include a PVB or Kuraray SG (also known as Trosifol® SG and formerly sold under the tradenames SentryGlas® and Butacite®) interlayer (collectively, the “Products”), subject to PGT’s rights to source the Products from other companies and/or terminate this Agreement before its expiration, in accordance with the express terms hereof. The Parties may add new or modified products to the Products covered by this Agreement by mutual written agreement. PGT shall have the right to remove products from the list of Products where PGT no longer requires that product for its production processes, by giving Cardinal 90 days prior written notice. PGT further covenants and agrees that it will not take any action to circumvent its obligations, as expressly set forth on Schedule A. Any Affiliate herein, to purchase glass components for doors from Cardinal and PGT will use its commercially reasonable efforts to require any transferee of MLNA/MLMX PGT’s door business during the Term to assume PGT’s obligation to purchase glass components for doors from Cardinal in order to preserve Cardinal’s right to supply such requirements in the same fashion as if no such transfer had occurred, and Cardinal shall also be entitled promptly consent to issue Purchase Orders and purchase Products from Supplier under the terms any such transfer or assignment of this Agreement. Only the specific MLNA/MLMX Party issuing a Purchase Order will be liable Agreement to Supplier for obligations in connection with a Purchase Order. Neither MLNA such transferee or MLMX assignee, and Cardinal shall not unreasonably delay, deny or any Affiliate of either of them will be liable to Supplier for any obligations of any other MLNA/MLMX Party or Affiliatewithhold such consent. (b) During With respect to all types of glass components for doors other than the term hereofProducts, MLNA/MLMX mayPGT covenants and agrees that PGT will include Cardinal in any request for proposal or bidding invitation to supply such components to PGT (except where PGT has a need for any new type of glass component for doors as a result of PGT acquiring another business, but shall not be required toor the assets of another business, provide Supplier with estimates or forecasts and supply agreements covering all of MLNA/MLMX´s PGT’s requirements for Products such newly-needed glass components already exist between that acquired business and a supplier other than Cardinal), and where PGT reasonably concludes that Cardinal has the ability to supply PGT with all of PGT’s requirements for such glass components for doors or a quantity at least equal to an alternative supplier to be engaged by PGT, that fully satisfy PGT’s specifications for such components and the lead time required by PGT at least as well as an alternative supplier to be engaged by PGT, and at a competitive price through such request for proposal or bidding process, then PGT will not manufacture for itself, or acquire such glass components from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or pursuant to this Agreementsource other than Cardinal, except for quantities cited in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as to the quantity extent of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Supplier. (c) MLNA/MLMX shall issue Purchase Orders Cardinal’s supply so long as Cardinal is willing and able to Supplier and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions in the applicable Purchase Order that conflict with supply PGT’s requirements for such glass components on the terms and conditions of this Agreement. If Supplier fails Supply Agreement provided Cardinal is able to issue a Confirmation within meet or exceed the time set forth above respective supply to be internally or otherwise commences performance under such Purchase Order, Supplier will be deemed to have accepted the Purchase Order. MLNA/MLMX may withdraw any Purchase Order prior to Supplier's acceptance (or deemed acceptance) thereofexternally sourced. (d) MLNA/MLMX may, in its sole discretion, on notice to Supplier, without liability or penalty, terminate all or any part of a Purchase Order with or without cause effective immediately or otherwise as specified in such notice. Upon any such termination, Supplier shall immediately cease work and purchasing materials relating to fulfilling the Purchase Order, and deliver to MLNA/MLMX on request all or any portion of Products under the relevant Purchase Order at the Prices. (e) MLNA/MLMX may, on notice to Supplier, request changes to a Purchase Order. On or before the second Business Day after receiving the request, Supplier shall submit to MLNA/MLMX its good faith description of the impact of such changes on the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changes.

Purchase and Sale of Products. (a) Pursuant Xxxx agrees to Purchase Orders issued by MLNA/MLMXpurchase and receive from the Company, Supplier shall and the Company agrees to sell and deliver to MLNA/MLMXXxxx, the entire Products output of the Refinery from and MLNA/MLMX shall purchase from Supplier, Products specified in Purchase Orders. Such purchases and sales shall be for Products and Prices set forth on Schedule A. Any Affiliate including the Commencement Date through the end of MLNA/MLMX shall also be entitled to issue Purchase Orders and purchase Products from Supplier under the terms Term of this Agreement. Only , at the specific MLNA/MLMX Party issuing a Purchase Order will be liable to Supplier for obligations in connection with a Purchase Order. Neither MLNA or MLMX or any Affiliate of either of them will be liable to Supplier for any obligations of any other MLNA/MLMX Party or Affiliate. (b) During the term hereof, MLNA/MLMX may, but shall not be required to, provide Supplier with estimates or forecasts of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or prices determined pursuant to this Agreement, except for quantities cited Agreement and otherwise in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as to the quantity of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Supplier. (c) MLNA/MLMX shall issue Purchase Orders to Supplier and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions in the applicable Purchase Order that conflict accordance with the terms and conditions of this Agreement. (b) From time to time, under the Marketing and Sales Agreement, the Company may propose that Xxxx enter into an Included Purchase Transaction with an identified Product Supplier. Such proposal and Aron’s acceptance and rejection of such proposal shall be made pursuant to Section 2.3 of the Marketing and Sales Agreement. (c) The following provisions shall be applicable to Refinery Procured Product Barrels: (i) No later than the fifth (5th) Business Day of the month preceding a Delivery Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Product that is being procured under a Refinery Product Contract for delivery during such Delivery Month (“Refinery Procured Product Barrels”). In connection with each such quantity of Refinery Procured Product Barrels, the Company shall provide to Xxxx a trade ticket stating the quantity, grade and delivery terms of such Refinery Procured Product Barrels expected to be delivered to the Refinery Product Storage Tanks or such other location designated by the Company during such Delivery Month and, provided no Default or Event of Default with respect to the Company has occurred and is then continuing, the Company and Xxxx shall enter into a Included Purchase Transaction under which Xxxx shall purchase such quantity from the Company as and when it passes the Products Intake Point and Xxxx shall promptly provide to the Company a written confirmation of such Included Purchase Transaction. If Supplier fails any change occurs in the quantity, grade or delivery terms of the Refinery Procured Product Barrels that the Company expects to issue procure for delivery during such month, the Company shall promptly advise Xxxx of such change and the related Included Purchase Transaction shall be modified accordingly. With respect to any such confirmation issued by Xxxx to the Company in connection with an Included Purchase Transaction with the Company, if Xxxx does not receive from the Company either acceptance or notification of a Confirmation bona fide error within five Business Days after receipt of such confirmation, then the time set forth above or otherwise commences performance under such Purchase Order, Supplier will Company shall be deemed to have accepted such confirmation, and such confirmation shall be effective and binding upon the Parties. (ii) In the event that the Company enters into a Refinery Product Contract, but does not enter into a related Included Purchase Order. MLNA/MLMX may withdraw any Purchase Order Transaction pursuant to a trade ticket as contemplated under Section 8.1(c) above, and the Products procured under such Refinery Product Contract is delivered to the Refinery Product Storage Tanks or such other location designated by the Company (“Other Product Barrels”), then such Other Product Barrels shall be deemed sold to Xxxx as and when they pass the Products Intake Point at the Current Month Pricing Benchmarks, provided that prior to Supplier's acceptance the delivery of any Other Product Barrels hereunder, the Parties shall establish reasonable procedures and mechanisms for determining and reporting specific volumes of such Other Product Barrels. With respect to any Other Product Barrels that the Company expects to deliver to the Refinery Product Storage Tanks or such other designated Included Product Tanks, the Company shall give Xxxx written notice of such expected delivery at least ten (10) Business Days preceding the expected delivery month for such Other Product Barrels and in such notice the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Product Barrels expected to be delivered. If thereafter any change occurs in the quantity, grade or deemed acceptance) thereofdelivery terms of the Other Product Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Xxxx of such change. (d) MLNA/MLMX may, in its sole discretion, on notice With respect to Supplier, without liability or penalty, terminate all or any part of a Purchase Order with or without cause effective immediately or otherwise as specified in such notice. Upon any such termination, Supplier shall immediately cease work and purchasing materials relating to fulfilling the Purchase Order, and deliver to MLNA/MLMX on request all or any portion each shipment of Products delivered under an Included Purchase Transaction that provides for delivery at the SPM Delivery Point, (i) the Company and Xxxx shall automatically be deemed to have entered into a buy/sell transaction (each, an “SPM Buy/Sell Product Transaction”) subject to and in accordance with the terms and conditions of the SPM Master Buy/Sell Product Confirmation, with the Company buying such shipment of Products from Xxxx at the SPM Delivery Point (the “Product Buy Leg”) and selling an equal quantity and quality of Product to Xxxx at the Products Intake Point (the “Product Sell Leg”), (ii) under the Product Buy Leg of each SPM Buy/Sell Product Transaction, the Company shall purchase from Xxxx the quantity of Product delivered under the relevant Purchase Order shipment with delivery and transfer of title and risk of loss all occurring at the PricesSPM Delivery Point on the same basis as transfer of title and risk of loss are to occur under the Included Purchase Transaction so that, simultaneously with the transfer of title to such Products from the Third Party Supplier to Xxxx, title to such Products is transferred from Xxxx to the Company and (iii) under the Product Sell Leg of such SPM Buy/Sell Products Transaction, the Company shall sell to Xxxx Products in a quantity equal to, and of a grade and quality at least equivalent to, that of the Products purchased by the Company under the Product Buy Leg of such SPM Buy/Sell Product Transaction, with delivery and transfer of title and risk of loss occurring at and as such Product passes the Products Intake Point. With respect to each SPM Buy/Sell Product Transaction, the parties acknowledge and agree that (A) any quantity shortfall, or grade or quality deficiency, with respect to the Products delivered under the Product Sell Leg shall be borne by and is solely for the account of the Company, (B) as a result of the foregoing arrangements, title to Product shall be held exclusively by the Company at all times as and after such Product passes the SPM Delivery Point, while such Product is being held in or transported by any subsea hoses, subsea pipelines or other infrastructure connecting the SPM Delivery Point to the Products Intake Point and until such Product passes the Products Intake Point, (C) all such Products in which the Company holds title shall be subject to the security interest and lien in favor of Xxxx under the Lien Documents, (D) for purposes of calculating inventory measurements, determining cash settlements under Sections 10.1 and 10.2 and calculating any fees due hereunder or under any other Transaction Document, quantities of Products in which the Company has title as contemplated by clause (B) above shall not be counted as quantities of Products held in an Included Location and (E) for purposes hereof, neither an SPM Buy/Sell Product Transaction nor the Product Buy Leg or Product Sell Leg thereunder shall constitute a Included Purchase Transaction. (e) MLNA/MLMX mayFor purposes of all computations hereunder relating to the value of any materials held in the Honolulu 10” Pipeline, on notice to Supplierincluding without limitation, request changes to a Purchase Order. On or before for the second Business Day after receiving purposes of Sections 10.1 and 10.2 hereof, the request, Supplier per-barrel price of any such materials shall submit to MLNA/MLMX its good faith description of equal the impact of such changes on applicable price benchmark for the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changesSlop Product Group.

Purchase and Sale of Products. (a) Pursuant Beginning no more than 3 months after regulatory approval to Purchase Orders issued market Collaboration Product anywhere, Seller shall supply Buyer (or Affiliates or sublicensees or distributors designated by MLNABuyer) with those quantities of Collaboration Products as ordered by Buyer (or Affiliates or sublicensees or distributors designated by Buyer) pursuant to this Agreement and Buyer shall order from Seller no less than 100% of Buyer's needs (or the needs of Buyer's Affiliates or sublicensees or distributors) from Seller in the Supply Territory for time[ ] from the Date of First Sale anywhere. The Products will conform to the specifications (which specifications may include standard operating procedures for product production and quality acceptance procedures) set forth by the Seller (and approved by Buyer) for its own goods (the "Product Specifications"). Once Product Specifications are established, any changes, modifications or revisions, including such to process facilities, raw materials and suppliers, must be approved by Buyer and Seller, which approval will not be unreasonably withheld. Buyer may elect, upon 90 days written notice to Seller, to perform itself or have performed certain processes relating to the Collaboration Product, such as filling, packaging or sterilization. Sellers requirements of active Peptidal rHuEPO to supply Buyer will be supplied to Seller at no cost to Seller, except that risk of loss of active Peptidal rHuEPO shall be borne by Buyer and Seller according to the terms of Paragraph 5(a) below. Such active will conform to specifications set forth in the current PLA/MLMXELA for active as produced by Buyer, Supplier shall sell and deliver to MLNAor the specifications set forth in the PLA/MLMXELA for active as produced by Buyer's licensor for active, and MLNA/MLMX shall necessary to permit its formulation into Collaboration Product and Buyer will provide a certificate of analysis confirming conformity to specifications. During the above period of two years from the Date of First Sale anywhere, if Seller is unable to supply 100% of the requirements of Collaboration Product hereunder for a period exceeding 2 months from the date on which Buyer is otherwise entitled to such supply, then Buyer is free, regardless of Section 2(a) otherwise, to manufacture Collaboration Product or have a Third Party manufacture Collaboration Product from that point forward and thereby supply up to 100% of Buyer's needs for Collaboration Product regardless of whether such failure to supply is a breach of this Agreement by Seller, but provided that Buyer is meeting its obligations to supply active Peptidal rHuEPO. (b) On a unit basis, the purchase from Supplier, Products specified in Purchase Orders. Such purchases and sales price for the Collaboration Product shall be the Supply Price, SP year x, according to Section 1.3. Regardless of the stated formula of Section 1.3, SP year x cannot be less than CSP year x. In no event, regardless of the foregoing including the formula of Section 1.3, will the Supply Price, SP year x, on a unit basis for a given accounting year of the Buyer, exceed %[ ] percent of Net Sales on a unit basis, for that accounting year. For any year, Collaboration Product will be provisionally paid for by Buyer (or a designated Affiliate or sublicensee or distributor) at the prior year's Standard Manufacturing Cost + %[ ]. At each year end, the Supply Price will be calculated and the Parties will reconcile any differences between the Supply Price and the provisional payment. For the first year's sales, provisional payment will be based on Seller's good faith estimate of Standard Manufacturing Cost + %[ ]. Seller shall use reasonable efforts to keep its Standard Manufacturing Costs down without sacrificing product quality. If Buyer assumes responsibility for any of the processes related to the Collaboration Product pursuant to Section 2(a) or if the deliverable Collaboration Product is otherwise modified from that which was used as a basis to calculate BMPyear 1 then BMPyear x shall be modified accordingly to reflect the increased or decreased cost. (c) The prices charged by Seller to Buyer shall include all delivery costs for F.O.B. the site of the last process performed by Seller. Seller will pack all Collaboration Products ordered hereunder in a manner according to any specifications for shipment and Prices set forth on Schedule A. Any Affiliate to enable such to withstand the effects of MLNA/MLMX shipping, including handling during loading and unloading. Payment terms shall also be entitled to issue Purchase Orders and purchase net 30 days, payable in U.S. Dollars for each respective shipment of Collaboration Products from Supplier under Buyer's receipt of such Collaboration Products (and applicable invoices therefor), provided that such Collaboration Products comply with the terms of this Agreement. Only the specific MLNA/MLMX Party issuing a Purchase Order Buyer's obligation to pay within 30 days hereunder will be liable to Supplier for obligations in connection with a Purchase Order. Neither MLNA or MLMX or any Affiliate of either of them will be liable to Supplier for any obligations of any other MLNA/MLMX Party or Affiliate. (b) During the term hereof, MLNA/MLMX may, but shall not be required to, provide Supplier with estimates or forecasts of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified delayed by MLNA/MLMX at any Buyer's time and in its sole discretion. Any product quantities cited in or pursuant period to this Agreement, except for quantities cited in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as determine conformity to the quantity of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Supplier. (c) MLNA/MLMX shall issue Purchase Orders to Supplier and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions in the applicable Purchase Order that conflict with the terms and conditions of this Agreement. If Supplier fails to issue a Confirmation within the time set forth above or otherwise commences performance under such Purchase Order, Supplier will be deemed to have accepted the Purchase Order. MLNA/MLMX may withdraw any Purchase Order prior to Supplier's acceptance (or deemed acceptance) thereofProduct Specifications below. (d) MLNA/MLMX may, in its sole discretion, on Buyer shall have the right with reasonable notice to SupplierSeller, without liability or penaltyat its own expense, terminate all or to nominate an independent certified public accountant acceptable to and approved by the Seller, said approval not to be unreasonably withheld, who shall have access to the Seller's records during reasonable business hours for the purpose of verifying the Supply Price (including the Standard Manufacturing Cost and the Idle Capacity allowance used in the calculation thereof) payable for any part of a Purchase Order with or without cause effective immediately or otherwise period within the preceding two (2) years as specified provided for in such noticethis Agreement. Upon This right may not be exercised more than once in any such termination, Supplier shall immediately cease work and purchasing materials relating to fulfilling the Purchase Ordercalendar year, and deliver said accountant shall disclose to MLNA/MLMX on request all the Buyer requesting the audit, only information relating solely to the accuracy of the Supply Price. If any audit or examination shall reveal a deficiency or excess of any portion payment due, the Party owing the deficiency or excess shall make payment to the other Party of Products under the relevant Purchase Order such deficiency or excess plus interest at the Prices. prime rate + 2% (eas published in the Wall Street Journal, New York Edition) MLNA/MLMX may, on notice to Supplier, request changes to a Purchase Orderfor the period of such deficiency or excess. On or before Payment of such sums shall be made within fifteen (15) days following the second Business Day after receiving the request, Supplier shall submit to MLNA/MLMX its good faith description report of the impact auditor of the monies owed. In the event that such an audit or examination shall reveal an excess of any payment due in an amount equaling or exceeding five percent (5%) of accounting of the undisputed payments or expenditures, the Seller shall reimburse the Buyer for the reasonable costs of such changes on the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changesaudit.

Purchase and Sale of Products. (aA) Pursuant Beginning no more than 3 months after regulatory approval to Purchase Orders issued market Collaboration Product anywhere, Seller shall supply Buyer with those quantities of Collaboration Products as THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ordered by MLNA/MLMXBuyer pursuant to this Agreement and Buyer shall order from Seller no less than 100% of Buyer's needs from Seller in the Supply Territory for 2 years from the Date of First Sale anywhere. The Products will conform to the specifications (which specifications may include standard operating procedures for product production and quality acceptance procedures) set forth by the Seller for its own goods (the "Product Specifications"). Once Product Specifications are established, Supplier any changes, modifications or revisions must be approved by Buyer and Seller, which approval will not be unreasonably withheld. Buyer may elect, upon 90 days written notice to Seller, to perform itself or have performed certain processes relating to the Collaboration Product, such as packaging or sterilization. Sellers requirements of [XXXXXXXXXXXXXXXXXXXXX] to supply Buyer will be supplied to Seller at no cost to Seller, except that Seller shall sell bear the risk of loss of [XXXXXXXXXXXXXXXXXXXXX] during storage, bulk handling and deliver transportation beginning at such time as the active is received on their premises and that Buyer and Seller shall share the risk of loss of [XXXXXX XXXX] in processing or formulating Collaboration Product according to MLNA/MLMX, and MLNA/MLMX shall purchase from Supplier, Products specified in Purchase Ordersthe terms of Paragraph 5(a) below. Such purchases active will conform to specifications as agreed to and sales necessary to permit its formulation into Collaboration Product and Buyer will provide a certificate of analysis confirming conformity to specifications. During the above period of two years from the Date of First Sale THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. anywhere, if Seller is unable to supply Buyer with 100% of its requirements of Collaboration Product for a period exceeding 2 months from the date on which Buyer is otherwise entitled to such supply, then Buyer is free to manufacture Collaboration Product or have a Third Party manufacture Collaboration Product regardless of whether such failure to supply is a breach of this Agreement by Seller. (B) On a unit basis, the purchase price for the Collaboration Product shall be the Supply Price, but not less than the Standard Manufacturing Cost + [XXXXXXXXXXX]. For any year, Collaboration Product will be provisionally paid for by Buyer at the prior year's Standard Manufacturing Cost + [XXXXXXXXXXXX]. At each year end, the Supply Price will be calculated and the Parties will reconcile any differences between the Supply Price and the provisional payment. For the first year's sales, provisional payment will be based on Seller's good faith estimate of Standard Manufacturing Cost + [XXXXXXXXXXXXX]. In no event, regardless of the above, will the Supply Price, on a unit basis for a given accounting year of the Buyer, exceed [XXXXXXXXXXXX] of Net Sales on a unit basis, for that accounting year. Seller shall use reasonable efforts to keep its Standard Manufacturing Costs down without sacrificing product quality. If Buyer assumes responsibility for any of the processes related to the Collaboration Product pursuant to Section 2(a) or if the deliverable Collaboration Product is otherwise modified from that which was used as a basis THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. to calculate BMP\\year 1\\ then BMP\\year x\\ shall be modified accordingly to reflect the increased or decreased cost. (C) The prices charged by Seller to Buyer shall include all delivery costs for F.O.B. the site of the last process performed by Seller. Seller will pack all Collaboration Products ordered hereunder in a manner suitable for shipment and Prices set forth on Schedule A. Any Affiliate to enable such to withstand the effects of MLNA/MLMX shipping, including handling during loading and unloading. Payment terms shall also be entitled to issue Purchase Orders and purchase net 30 days, payable in U.S. Dollars for each respective shipment of Collaboration Products from Supplier under Buyer's receipt of such Collaboration Products (and applicable invoices therefor), provided that such Collaboration Products comply with the terms of this Agreement. Only the specific MLNA/MLMX Party issuing a Purchase Order Buyer's obligation to pay within 30 days hereunder will not be liable delayed by Buyer's time period to Supplier for obligations in connection with a Purchase Order. Neither MLNA or MLMX or any Affiliate of either of them will be liable determine conformity to Supplier for any obligations of any other MLNA/MLMX Party or AffiliateProduct Specifications below. (bD) During Buyer shall have the term hereofright with reasonable notice to Seller, MLNA/MLMX mayat its own expense, but to nominate an independent certified public accountant acceptable to and approved by the Seller, said approval not to be unreasonably withheld, who shall not be required to, provide Supplier with estimates or forecasts of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or pursuant to this Agreement, except for quantities cited in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as have access to the quantity Seller's records during reasonable business hours for the purpose of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Supplier. verifying the Supply Price payable for any period within the preceding two (c2) MLNA/MLMX shall issue Purchase Orders to Supplier and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions years as provided for in the applicable Purchase Order that conflict with the terms and conditions of this Agreement. If Supplier fails to issue a Confirmation within the time set forth above or otherwise commences performance under such Purchase Order, Supplier will This right may not be deemed to have accepted the Purchase Order. MLNA/MLMX may withdraw exercised more than once in any Purchase Order prior to Supplier's acceptance (or deemed acceptance) thereof. (d) MLNA/MLMX may, in its sole discretion, on notice to Supplier, without liability or penalty, terminate all or any part of a Purchase Order with or without cause effective immediately or otherwise as specified in such notice. Upon any such termination, Supplier shall immediately cease work and purchasing materials relating to fulfilling the Purchase Ordercalendar year, and deliver said accountant shall disclose to MLNA/MLMX on request all or any portion of Products under the relevant Purchase Order at Buyer requesting the Prices. (e) MLNA/MLMX mayaudit, on notice only information relating solely to Supplier, request changes to a Purchase OrderTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. On or before REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the second Business Day after receiving the request, Supplier shall submit to MLNA/MLMX its good faith description accuracy of the impact Supply Price. If any audit or examination shall reveal a deficiency or excess of any payment due, the Party owing the deficiency or excess shall make payment to the other Party of such changes on deficiency or excess plus customary interest for the Basic Purchase Order Termsperiod of such deficiency or excess. MLNA/MLMX may then submit Payment of such sums shall be made within fifteen (15) days following the report of the auditor of the monies owed. In the event that such an amended Purchase Order reflecting all MLNA/MLMX-accepted changesaudit or examination shall reveal an excess of any payment due in an amount equalling or exceeding [XXXXXXXXXXXX] accounting of the undisputed payments or expenditures, the Seller shall reimburse the Buyer for the reasonable costs of such audit.

Purchase and Sale of Products. (a) Pursuant Xxxx agrees to Purchase Orders issued by MLNA/MLMXpurchase and receive from the Company, Supplier shall and the Company agrees to sell and deliver to MLNA/MLMXXxxx, the entire Products output of the Refinery from and MLNA/MLMX shall purchase from Supplier, Products specified in Purchase Orders. Such purchases and sales shall be for Products and Prices set forth on Schedule A. Any Affiliate including the Commencement Date through the end of MLNA/MLMX shall also be entitled to issue Purchase Orders and purchase Products from Supplier under the terms Term of this Agreement. Only , at the specific MLNA/MLMX Party issuing a Purchase Order will be liable to Supplier for obligations in connection with a Purchase Order. Neither MLNA or MLMX or any Affiliate of either of them will be liable to Supplier for any obligations of any other MLNA/MLMX Party or Affiliate. (b) During the term hereof, MLNA/MLMX may, but shall not be required to, provide Supplier with estimates or forecasts of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or prices determined pursuant to this Agreement, except for quantities cited Agreement and otherwise in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as to the quantity of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Supplier. (c) MLNA/MLMX shall issue Purchase Orders to Supplier and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions in the applicable Purchase Order that conflict accordance with the terms and conditions of this Agreement. Notwithstanding anything herein to the contrary, unless otherwise agreed to in writing by Xxxx, all Products procured by Xxxx hereunder shall be delivered to an Included Location. (b) From time to time, under the Marketing and Sales Agreement, the Company may propose that Xxxx enter into an Included Purchase Transaction with an identified Product Supplier. Such proposal and Aron’s acceptance and rejection of such proposal shall be made pursuant to Section 2.3 of the Marketing and Sales Agreement. (c) The following provisions shall be applicable to Refinery Procured Product Barrels: (i) No later than the fifth (5th) Business Day of the month preceding a Delivery Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Product that is being procured under a Refinery Product Contract for delivery during such Delivery Month (“Refinery Procured Product Barrels”). In connection with each such quantity of Refinery Procured Product Barrels, the Company shall provide to Xxxx a trade ticket stating the quantity, grade and delivery terms of such Refinery Procured Product Barrels expected to be delivered to the Refinery Product Storage Tanks or such other location designated by the Company during such Delivery Month and, provided no Default or Event of Default with respect to the Company has occurred and is then continuing, the Company and Xxxx shall enter into a Included Purchase Transaction under which Xxxx shall purchase such quantity from the Company as and when it passes the Products Intake Point and Xxxx shall promptly provide to the Company a written confirmation of such Included Purchase Transaction. If Supplier fails any change occurs in the quantity, grade or delivery terms of the Refinery Procured Product Barrels that the Company expects to issue procure for delivery during such month, the Company shall promptly advise Xxxx of such change and the related Included Purchase Transaction shall be modified accordingly. With respect to any such confirmation issued by Xxxx to the Company in connection with an Included Purchase Transaction with the Company, if Xxxx does not receive from the Company either acceptance or notification of a Confirmation bona fide error within five Business Days after receipt of such confirmation, then the time set forth above or otherwise commences performance under such Purchase Order, Supplier will Company shall be deemed to have accepted such confirmation, and such confirmation shall be effective and binding upon the Purchase Order. MLNA/MLMX may withdraw any Purchase Order prior to Supplier's acceptance (or deemed acceptance) thereofParties. (dii) MLNA/MLMX mayIn the event that the Company enters into a Refinery Product Contract, but does not enter into a related Included Purchase Transaction pursuant to a trade ticket as contemplated under Section 8.1(c) above, and the Products procured under such Refinery Product Contract is delivered to the Refinery Product Storage Tanks or such other location designated by the Company (“Other Product Barrels”), then such Other Product Barrels shall be deemed sold to Xxxx as and when they pass the Products Intake Point at the Pricing Value, provided that prior to the delivery of any Other Product Barrels hereunder, the Parties shall establish reasonable procedures and mechanisms for determining and reporting specific volumes of such Other Product Barrels. With respect to any Other Product Barrels that the Company expects to deliver to the Refinery Product Storage Tanks or such other designated Included Product Tanks, the Company shall give Xxxx written notice of such expected delivery at least ten (10) Business Days preceding the expected delivery month for such Other Product Barrels and in such notice the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Product Barrels expected to be delivered. If thereafter any change occurs in the quantity, grade or delivery terms of the Other Product Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Xxxx of such change. (iii) In the event that (a) a Third Party Seller relating to an Included Purchase Transaction refunds or remits, or is otherwise obligated to refund or remit, to the Company all or any portion of the amount relating to the Product Procurement Payment that was previously paid by Xxxx pursuant to such Included Purchase Transaction, then on or prior to the date that is the earlier of (x) two (2) Business Days after the receipt by the Company of such refund or remittance and (y) fifteen (15) Business Days after obtaining knowledge of such obligation of the counterparty to pay such refund or remittance (unless there is a dispute or claim as between the Company and such counterparty relating to such refund or remittance and the Company and such counterparty are working in good faith and in a commercially reasonable manner to resolve such dispute or claim in which case the Company shall keep Xxxx informed of the status of such dispute or claim), the Company shall remit or cause the remittance to Xxxx of such amount relating to the Product Procurement Payment (and, in the case of clause (y) above, irrespective of whether the Company actually received such amount relating to the Product Procurement Payment), and/or (b) any Refinery Product Contract relating to an Included Purchase Transaction is amended or modified such that (x) the quantity of Refinery Procured Barrels to be delivered and sold to the Company under such Refinery Product Contract is reduced, the related Included Purchase Transaction shall be amended accordingly so that the corresponding quantity of Refinery Procured Barrels to be delivered and sold to Xxxx pursuant to such Included Purchase Transaction shall also be reduced on a barrel-for-barrel basis and the Company shall, promptly after such amendment of the Refinery Product Contract, pay Xxxx an amount equal to the portion of the Product Procurement Payment that was previously paid by Xxxx pursuant to such Included Purchase Transaction that corresponds with the amount of such reduction in quantity and/or (y) the delivery date under such Refinery Product Contract is extended to a date that is greater than fifteen (15) days after the originally agreed delivery date thereunder, Xxxx may elect, in its sole discretion, on notice (A) to Supplierapprove such modified delivery date, without liability in which case, the related Included Purchase Transaction shall be modified accordingly or penalty(B) to terminate the related Included Purchase Transaction, terminate all or any part in which case the Company shall promptly pay Xxxx the full amount of a the Product Procurement Payment paid by Xxxx pursuant to such Included Purchase Order with or without cause effective immediately or otherwise as specified in such notice. Upon any such termination, Supplier shall immediately cease work and purchasing materials relating Transaction. (d) With respect to fulfilling the Purchase Order, and deliver to MLNA/MLMX on request all or any portion each shipment of Products delivered under an Included Purchase Transaction that provides for delivery at the SPM Delivery Point, (i) the Company and Xxxx shall automatically be deemed to have entered into a buy/sell transaction (each, an “SPM Buy/Sell Product Transaction”) subject to and in accordance with the terms and conditions of the SPM Master Buy/Sell Product Confirmation, with the Company buying such shipment of Products from Xxxx at the SPM Delivery Point (the “Product Buy Leg”) and selling an equal quantity and quality of Product to Xxxx at the Products Intake Point (the “Product Sell Leg”), (ii) under the Product Buy Leg of each SPM Buy/Sell Product Transaction, the Company shall purchase from Xxxx the quantity of Product delivered under the relevant Purchase Order shipment with delivery and transfer of title and risk of loss all occurring at the PricesSPM Delivery Point on the same basis as transfer of title and risk of loss are to occur under the Included Purchase Transaction so that, simultaneously with the transfer of title to such Products from the Third Party Seller to Xxxx, title to such Products is transferred from Xxxx to the Company and (iii) under the Product Sell Leg of such SPM Buy/Sell Products Transaction, the Company shall sell to Xxxx Products in a quantity equal to, and of a grade and quality at least equivalent to, that of the Products purchased by the Company under the Product Buy Leg of such SPM Buy/Sell Product Transaction, with delivery and transfer of title and risk of loss occurring at and as such Product passes the Products Intake Point. With respect to each SPM Buy/Sell Product Transaction, the parties acknowledge and agree that (A) any quantity shortfall, or grade or quality deficiency, with respect to the Products delivered under the Product Sell Leg shall be borne by and is solely for the account of the Company, (B) as a result of the foregoing arrangements, title to Product shall be held exclusively by the Company at all times as and after such Product passes the SPM Delivery Point, while such Product is being held in or transported by any subsea hoses, subsea pipelines or other infrastructure connecting the SPM Delivery Point to the Products Intake Point and until such Product passes the Products Intake Point, (C) all such Products in which the Company holds title shall be subject to the security interest and lien in favor of Xxxx under the Lien Documents, (D) for purposes of calculating inventory measurements, determining cash settlements under Sections 10.1 and 10.2 and calculating any fees due hereunder or under any other Transaction Document, quantities of Products in which the Company has title as contemplated by clause (B) above shall not be counted as quantities of Products held in an Included Location and (E) for purposes hereof, neither an SPM Buy/Sell Product Transaction nor the Product Buy Leg or Product Sell Leg thereunder shall constitute a Included Purchase Transaction. (e) MLNA/MLMX mayFor purposes of all computations hereunder relating to the value of any materials held in the Honolulu 10” Pipeline, on notice to Supplierincluding without limitation, request changes to a Purchase Order. On or before for the second Business Day after receiving purposes of Sections 10.1 and 10.2 hereof, the request, Supplier per-barrel price of any such materials shall submit to MLNA/MLMX its good faith description of equal the impact of such changes on applicable Pricing Value for the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changesSlop Product Group.

Purchase and Sale of Products. (a) Pursuant During the term of this Agreement, NORAMCO shall, in a timely manner, supply VINTAGE with those quantities of Products as ordered by VINTAGE pursuant to Purchase Orders issued by MLNA/MLMXthis Agreement. The Products shall conform to the specifications set forth in Exhibit A, Supplier shall sell and deliver to MLNA/MLMXExhibit B, and MLNA/MLMX Exhibit C to this Agreement and as may subsequently be mutually agreed upon in writing by the parties hereto (the “Product Specifications”). b) The prices to be charged by NORAMCO to VINTAGE as set forth in Section 4 hereof shall purchase from Supplier, include all delivery costs for F.O.B. destination. The risk of loss with respect to Products specified in Purchase Orders. Such purchases and sales shall remain with NORAMCO until Products are delivered to VINTAGE at its facilities or at such other location as shall be designated by VINTAGE as a point of delivery. NORAMCO shall pack all Products ordered hereunder in individual package size quantities as specified by VINTAGE, or as agreed to by the parties, in a manner suitable for safe shipment. Payment terms on all orders shall be net *** days except by mutual consent. VINTAGE shall remit payment for each respective order of Products which it places pursuant to this Agreement within *** days of its receipt of such ordered Products (and Prices set forth on Schedule A. Any Affiliate of MLNA/MLMX shall also be entitled to issue Purchase Orders and purchase applicable invoices therefor), provided that such Products from Supplier under comply with the terms of this Agreement. Only If at any time, VINTAGE’S payment obligations to NORAMCO are in arrears, NORAMCO shall have the specific MLNA/MLMX Party issuing a Purchase Order will be liable right to Supplier for obligations in connection with a Purchase Order. Neither MLNA or MLMX or refuse to supply any Affiliate of either of them will be liable further Product to Supplier for any obligations of any other MLNA/MLMX Party or AffiliateVINTAGE until the arrearage has been satisfied. (b1) In the event VINTAGE wishes to change a specification after execution of the Agreement, NORAMCO will calculate the cost and advise VINTAGE of the one time charge. VINTAGE may either remit or elect not to change the specification. If NORAMCO is required to change any specification in order to meet then-applicable regulatory requirements, NORAMCO will promptly notify VINTAGE of such changes and the cost of such changes. If VINTAGE is unable or unwilling to make necessary changes as a result of the NORAMCO changes, VINTAGE will have the option of terminating the Agreement. (2) During the term hereof, MLNA/MLMX may, but shall not be required to, provide Supplier with estimates or forecasts of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or pursuant to this Agreement, except for quantities cited in NORAMCO agrees to notify VINTAGE of any and all proposed process changes, or specification changes which may materially effect the integrity and/or quality of the Product or which may or shall be considered a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty material change by the FDA or agreement as shall require a supplement to the quantity of products FDA. NORAMCO further agrees that it will purchase from Suppliersupply VINTAGE with samples of Product which have undergone process or specification changes, described above, permitting VINTAGE the time and opportunity to perform necessary testing, reformulation, filing with the FDA, and receive FDA approval, if anyrequired prior to shipment of Product for production batches to VINTAGE. Upon receipt of the new specification samples supplied by NORAMCO, it shall be the duty of VINTAGE to perform all required acts in a timely manner. NORAMCO shall continue to uninterruptedly supply Product to VINTAGE consistent with VINTAGE’S approved Product’s Specification Sheet according to and consistent with VINTAGE purchase orders until approval is received by VINTAGE from the FDA, if required, for the product manufactured under the new process. NORAMCO agrees to supply VINTAGE with Product, which conforms to VINTAGE specification as filed and approved by the FDA, which has not undergone a process or specification change, described above, until such time that MLNA/MLMX will buy Products exclusively from SupplierVINTAGE has received approval by the FDA, if required, for the new process Product. (c3) MLNA/MLMX NORAMCO shall issue Purchase Orders Provide to Supplier VINTAGE, without charge, all statistical, analytical and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance laboratory testing methods of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms product including known impurities, degradents, etc., as needed and required for NDA and ANDA submissions, or conditions in the applicable Purchase Order that conflict with the terms and conditions of this Agreement. If Supplier fails to issue a Confirmation within the time set forth above or otherwise commences performance under such Purchase Order, Supplier will be deemed to have accepted the Purchase Order. MLNA/MLMX may withdraw any Purchase Order prior to Supplier's acceptance (or deemed acceptance) thereofother FDA requests and/or requirements. (d) MLNA/MLMX may, in its sole discretion, on notice to Supplier, without liability or penalty, terminate all or any part of a Purchase Order with or without cause effective immediately or otherwise as specified in such notice. Upon any such termination, Supplier shall immediately cease work and purchasing materials relating to fulfilling the Purchase Order, and deliver to MLNA/MLMX on request all or any portion of Products under the relevant Purchase Order at the Prices. (e) MLNA/MLMX may, on notice to Supplier, request changes to a Purchase Order. On or before the second Business Day after receiving the request, Supplier shall submit to MLNA/MLMX its good faith description of the impact of such changes on the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changes.

Purchase and Sale of Products. (a) Pursuant Xxxx agrees to Purchase Orders issued by MLNA/MLMXpurchase and receive from the Company, Supplier shall and the Company agrees to sell and deliver to MLNA/MLMXXxxx, the entire Products output of the Refinery from and MLNA/MLMX shall purchase from Supplier, Products specified in Purchase Orders. Such purchases and sales shall be for Products and Prices set forth on Schedule A. Any Affiliate including the Commencement Date through the end of MLNA/MLMX shall also be entitled to issue Purchase Orders and purchase Products from Supplier under the terms Term of this Agreement. Only , at the specific MLNA/MLMX Party issuing a Purchase Order will be liable to Supplier for obligations in connection with a Purchase Order. Neither MLNA or MLMX or any Affiliate of either of them will be liable to Supplier for any obligations of any other MLNA/MLMX Party or Affiliate. (b) During the term hereof, MLNA/MLMX may, but shall not be required to, provide Supplier with estimates or forecasts of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or prices determined pursuant to this Agreement, except for quantities cited Agreement and otherwise in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as to the quantity of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Supplier. (c) MLNA/MLMX shall issue Purchase Orders to Supplier and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions in the applicable Purchase Order that conflict accordance with the terms and conditions of this Agreement. (b) From time to time, under the Marketing and Sales Agreement, the Company may propose that Xxxx enter into an Included Purchase Transaction with an identified Product Supplier. Such proposal and Aron’s acceptance and rejection of such proposal shall be made pursuant to Section 2.3 of the Marketing and Sales Agreement. (c) The following provisions shall be applicable to Refinery Procured Product Barrels: (i) No later than the fifth (5th) Business Day of the month preceding a Delivery Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Product that is being procured under a Refinery Product Contract for delivery during such Delivery Month (“Refinery Procured Product Barrels”). In connection with each such quantity of Refinery Procured Product Barrels, the Company shall provide to Xxxx a trade ticket stating the quantity, grade and delivery terms of such Refinery Procured Product Barrels expected to be delivered to the Refinery Product Storage Tanks or such other location designated by the Company during such Delivery Month and, provided no Default or Event of Default with respect to the Company has occurred and is then continuing, the Company and Xxxx shall enter into a Included Purchase Transaction under which Xxxx shall purchase such quantity from the Company as and when it passes the Products Intake Point and Xxxx shall promptly provide to the Company a written confirmation of such Included Purchase Transaction. If Supplier fails any change occurs in the quantity, grade or delivery terms of the Refinery Procured Product Barrels that the Company expects to issue procure for delivery during such month, the Company shall promptly advise Xxxx of such change and the related Included Purchase Transaction shall be modified accordingly. (ii) In the event that the Company enters into a Confirmation within Refinery Product Contract, but does not enter into a related Included Purchase Transaction pursuant to a trade ticket as contemplated under Section 8.1(c) above, and the time set forth above or otherwise commences performance Products procured under such Refinery Purchase OrderContract is delivered to the Refinery Product Storage Tanks or such other location designated by the Company (“Other Product Barrels”), Supplier will then such Other Product Barrels shall be deemed sold to have accepted Xxxx as and when they pass the Purchase Order. MLNA/MLMX may withdraw any Purchase Order Products Intake Point at the Current Month Pricing Benchmarks, provided that prior to Supplier's acceptance the delivery of any Other Product Barrels hereunder, the Parties shall establish reasonable procedures and mechanisms for determining and reporting specific volumes of such Other Product Barrels. With respect to any Other Product Barrels that the Company expects to deliver to the Refinery Product Storage Tanks or such other designated Included Product Tanks, the Company shall give Xxxx written notice of such expected delivery at least ten (10) Business Days preceding the expected delivery month for such Other Product Barrels and in such notice the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Product Barrels expected to be delivered. If thereafter any change occurs in the quantity, grade or deemed acceptance) thereofdelivery terms of the Other Product Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Xxxx of such change. (d) MLNA/MLMX may, in its sole discretion, on notice With respect to Supplier, without liability or penalty, terminate all or any part of a Purchase Order with or without cause effective immediately or otherwise as specified in such notice. Upon any such termination, Supplier shall immediately cease work and purchasing materials relating to fulfilling the Purchase Order, and deliver to MLNA/MLMX on request all or any portion each shipment of Products delivered under an Included Purchase Transaction that provides for delivery at the SPM Delivery Point, (i) the Company and Xxxx shall automatically be deemed to have entered into a buy/sell transaction (each, an “SPM Buy/Sell Product Transaction”) subject to and in accordance with the terms and conditions of the SPM Master Buy/Sell Product Confirmation, with the Company buying such shipment of Products from Xxxx at the SPM Delivery Point (the “Product Buy Leg”) and selling an equal quantity and quality of Crude Oil to Xxxx at the Products Intake Point (the “Product Sell Leg”), (ii) under the Product Buy Leg of each SPM Buy/Sell Product Transaction, the Company shall purchase from Xxxx the quantity of Crude Oil delivered under the relevant Purchase Order shipment with delivery and transfer of title and risk of loss all occurring at the PricesSPM Delivery Point on the same basis as transfer of title and risk of loss are to occur under the Included Purchase Transaction so that, simultaneously with the transfer of title to such Products from the Third Party Supplier to Xxxx, title to such Products is transferred from Xxxx to the Company and (iii) under the Product Sell Leg of such SPM Buy/Sell Products Transaction, the Company shall sell to Xxxx Products in a quantity equal to, and of a grade and quality at least equivalent to, that of the Products purchased by the Company under the Product Buy Leg of such SPM Buy/Sell Product Transaction, with delivery and transfer of title and risk of loss occurring at and as such Product passes the Products Intake Point. With respect to each SPM Buy/Sell Product Transaction, the parties acknowledge and agree that (A) any quantity shortfall, or grade or quality deficiency, with respect to the Products delivered under the Product Sell Leg shall be borne by and is solely for the account of the Company, (B) as a result of the foregoing arrangements, title to Product shall be held exclusively by the Company at all times as and after such Product passes the SPM Delivery Point, while such Product is being held in or transported by any subsea hoses, subsea pipelines or other infrastructure connecting the SPM Delivery Point to the Products Intake Point and until such Product passes the Products Intake Point, (C) all such Products in which the Company holds title shall be subject to the security interest and lien in favor of Xxxx under the Lien Documents, (D) for purposes of calculating inventory measurements, determining cash settlements under Sections 10.1 and 10.2 and calculating any fees due hereunder or under any other Transaction Document, quantities of Products in which the Company has title as contemplated by clause (B) above shall not be counted as quantities of Products held in an Included Location and (E) for purposes hereof, neither an SPM Buy/Sell Product Transaction nor the Product Buy Leg or Product Sell Leg thereunder shall constitute a Included Purchase Transaction. (e) MLNA/MLMX mayFor purposes of all computations hereunder relating to the value of any materials held in the Honolulu 10” Pipeline, on notice to Supplierincluding without limitation, request changes to a Purchase Order. On or before for the second Business Day after receiving purposes of Sections 10.1 and 10.2 hereof, the request, Supplier per-barrel price of any such materials shall submit to MLNA/MLMX its good faith description of equal the impact of such changes on applicable price benchmark for the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changesSlop Product Group.

Purchase and Sale of Products. (a) Pursuant Aron agrees to Purchase Orders issued by MLNA/MLMXpurchase and receive from the Company, Supplier shall and the Company agrees to sell and deliver to MLNA/MLMXAron, the entire Products output of the Refinery from and MLNA/MLMX shall purchase from Supplier, Products specified in Purchase Orders. Such purchases and sales shall be for Products and Prices set forth on Schedule A. Any Affiliate including the Commencement Date through the end of MLNA/MLMX shall also be entitled to issue Purchase Orders and purchase Products from Supplier under the terms Term of this Agreement. Only , at the specific MLNA/MLMX Party issuing a Purchase Order will be liable to Supplier for obligations in connection with a Purchase Order. Neither MLNA or MLMX or any Affiliate of either of them will be liable to Supplier for any obligations of any other MLNA/MLMX Party or Affiliate. (b) During the term hereof, MLNA/MLMX may, but shall not be required to, provide Supplier with estimates or forecasts of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or prices determined pursuant to this Agreement, except for quantities cited Agreement and otherwise in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as to the quantity of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Supplier. (c) MLNA/MLMX shall issue Purchase Orders to Supplier and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions in the applicable Purchase Order that conflict accordance with the terms and conditions of this Agreement. Notwithstanding anything herein to the contrary, unless otherwise agreed to in writing by Aron, all Products procured by Aron hereunder shall be delivered to an Included Location. (b) From time to time, under the Marketing and Sales Agreement, the Company may propose that Aron enter into an Included Purchase Transaction with an identified Product Supplier. Such proposal and Aron’s acceptance and rejection of such proposal shall be made pursuant to Section 2.3 of the Marketing and Sales Agreement. (c) The following provisions shall be applicable to Refinery Procured Product Barrels: (i) No later than the fifth (5th) Business Day of the month preceding a Delivery Month, the Company shall inform Aron whether the Company has purchased or intends to purchase any Product that is being procured under a Refinery Product Contract for delivery during such Delivery Month (“Refinery Procured Product Barrels”). In connection with each such quantity of Refinery Procured Product Barrels, the Company shall provide to Aron a trade ticket stating the quantity, grade and delivery terms of such Refinery Procured Product Barrels expected to be delivered to the Refinery Product Storage Tanks or such other location designated by the Company during such Delivery Month and, provided no Default or Event of Default with respect to the Company has occurred and is then continuing, the Company and Aron shall enter into a Included Purchase Transaction under which Aron shall purchase such quantity from the Company as and when it passes the Products Intake Point and Aron shall promptly provide to the Company a written confirmation of such Included Purchase Transaction. If Supplier fails any change occurs in the quantity, grade or delivery terms of the Refinery Procured Product Barrels that the Company expects to issue procure for delivery during such month, the Company shall promptly advise Aron of such change and the related Included Purchase Transaction shall be modified accordingly. With respect to any such confirmation issued by Aron to the Company in connection with an Included Purchase Transaction with the Company, if Aron does not receive from the Company either acceptance or notification of a Confirmation bona fide error within five Business Days after receipt of such confirmation, then the time set forth above or otherwise commences performance under such Purchase Order, Supplier will Company shall be deemed to have accepted such confirmation, and such confirmation shall be effective and binding upon the Purchase Order. MLNA/MLMX may withdraw any Purchase Order prior to Supplier's acceptance (or deemed acceptance) thereofParties. (dii) MLNA/MLMX mayIn the event that the Company enters into a Refinery Product Contract, but does not enter into a related Included Purchase Transaction pursuant to a trade ticket as contemplated under Section 8.1(c) above, and the Products procured under such Refinery Product Contract is delivered to the Refinery Product Storage Tanks or such other location designated by the Company (“Other Product Barrels”), then such Other Product Barrels shall be deemed sold to Aron as and when they pass the Products Intake Point at the Pricing Value, provided that prior to the delivery of any Other Product Barrels hereunder, the Parties shall establish reasonable procedures and mechanisms for determining and reporting specific volumes of such Other Product Barrels. With respect to any Other Product Barrels that the Company expects to deliver to the Refinery Product Storage Tanks or such other designated Included Product Tanks, the Company shall give Aron written notice of such expected delivery at least ten (10) Business Days preceding the expected delivery month for such Other Product Barrels and in such notice the Company shall provide to Aron the quantity, grade and delivery terms of such Other Product Barrels expected to be delivered. If thereafter any change occurs in the quantity, grade or delivery terms of the Other Product Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Aron of such change. (iii) In the event that (a) a Third Party Seller relating to an Included Purchase Transaction refunds or remits, or is otherwise obligated to refund or remit, to the Company all or any portion of the amount relating to the Product Procurement Payment that was previously paid by Aron pursuant to such Included Purchase Transaction, then on or prior to the date that is the earlier of (x) two (2) Business Days after the receipt by the Company of such refund or remittance and (y) fifteen (15) Business Days after obtaining knowledge of such obligation of the counterparty to pay such refund or remittance (unless there is a dispute or claim as between the Company and such counterparty relating to such refund or remittance and the Company and such counterparty are working in good faith and in a commercially reasonable manner to resolve such dispute or claim in which case the Company shall keep Aron informed of the status of such dispute or claim), the Company shall remit or cause the remittance to Aron of such amount relating to the Product Procurement Payment (and, in the case of clause (y) above, irrespective of whether the Company actually received such amount relating to the Product Procurement Payment), and/or (b) any Refinery Product Contract relating to an Included Purchase Transaction is amended or modified such that (x) the quantity of Refinery Procured Barrels to be delivered and sold to the Company under such Refinery Product Contract is reduced, the related Included Purchase Transaction shall be amended accordingly so that the corresponding quantity of Refinery Procured Barrels to be delivered and sold to Aron pursuant to such Included Purchase Transaction shall also be reduced on a barrel-for-barrel basis and the Company shall, promptly after such amendment of the Refinery Product Contract, pay Aron an amount equal to the portion of the Product Procurement Payment that was previously paid by Aron pursuant to such Included Purchase Transaction that corresponds with the amount of such reduction in quantity and/or (y) the delivery date under such Refinery Product Contract is extended to a date that is greater than fifteen (15) days after the originally agreed delivery date thereunder, Aron may elect, in its sole discretion, on notice (A) to Supplierapprove such modified delivery date, without liability in which case, the related Included Purchase Transaction shall be modified accordingly or penalty(B) to terminate the related Included Purchase Transaction, terminate all or any part in which case the Company shall promptly pay Aron the full amount of a the Product Procurement Payment paid by Aron pursuant to such Included Purchase Order with or without cause effective immediately or otherwise as specified in such notice. Upon any such termination, Supplier shall immediately cease work and purchasing materials relating Transaction. (d) With respect to fulfilling the Purchase Order, and deliver to MLNA/MLMX on request all or any portion each shipment of Products delivered under an Included Purchase Transaction that provides for delivery at the SPM Delivery Point, (i) the Company and Aron shall automatically be deemed to have entered into a buy/sell transaction (each, an “SPM Buy/Sell Product Transaction”) subject to and in accordance with the terms and conditions of the SPM Master Buy/Sell Product Confirmation, with the Company buying such shipment of Products from Aron at the SPM Delivery Point (the “Product Buy Leg”) and selling an equal quantity and quality of Product to Aron at the Products Intake Point (the “Product Sell Leg”), (ii) under the Product Buy Leg of each SPM Buy/Sell Product Transaction, the Company shall purchase from Aron the quantity of Product delivered under the relevant Purchase Order shipment with delivery and transfer of title and risk of loss all occurring at the PricesSPM Delivery Point on the same basis as transfer of title and risk of loss are to occur under the Included Purchase Transaction so that, simultaneously with the transfer of title to such Products from the Third Party Seller to Aron, title to such Products is transferred from Aron to the Company and (iii) under the Product Sell Leg of such SPM Buy/Sell Products Transaction, the Company shall sell to Aron Products in a quantity equal to, and of a grade and quality at least equivalent to, that of the Products purchased by the Company under the Product Buy Leg of such SPM Buy/Sell Product Transaction, with delivery and transfer of title and risk of loss occurring at and as such Product passes the Products Intake Point. With respect to each SPM Buy/Sell Product Transaction, the parties acknowledge and agree that (A) any quantity shortfall, or grade or quality deficiency, with respect to the Products delivered under the Product Sell Leg shall be borne by and is solely for the account of the Company, (B) as a result of the foregoing arrangements, title to Product shall be held exclusively by the Company at all times as and after such Product passes the SPM Delivery Point, while such Product is being held in or transported by any subsea hoses, subsea pipelines or other infrastructure connecting the SPM Delivery Point to the Products Intake Point and until such Product passes the Products Intake Point, (C) all such Products in which the Company holds title shall be subject to the security interest and lien in favor of Aronthe Collateral Agent under the Lien Documents, subject to the Collateral Agency Agreement, (D) for purposes of calculating inventory measurements, determining cash settlements under Sections 10.1 and 10.2 and calculating any fees due hereunder or under any other Transaction Document, quantities of Products in which the Company has title as contemplated by clause (B) above shall not be counted as quantities of Products held in an Included Location and (E) for purposes hereof, neither an SPM Buy/Sell Product Transaction nor the Product Buy Leg or Product Sell Leg thereunder shall constitute a Included Purchase Transaction. (e) MLNA/MLMX mayFor purposes of all computations hereunder relating to the value of any materials held in the Honolulu 10” Pipeline, on notice to Supplierincluding without limitation, request changes to a Purchase Order. On or before for the second Business Day after receiving purposes of Sections 10.1 and 10.2 hereof, the request, Supplier per-barrel price of any such materials shall submit to MLNA/MLMX its good faith description of equal the impact of such changes on applicable Pricing Value for the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changesSlop Product Group.