Common use of Repair or Replacement Clause in Contracts

Repair or Replacement. (a) In the event of a Casualty or Taking between the Execution Date and the Closing Date, Sellers shall elect, at their option, to either (i) repair or replace or make adequate provision for the repair or replacement of the affected Asset at Sellers’ cost prior to the Closing, in which case Buyers’ obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or (ii) negotiate with Buyers to reduce the Purchase Price by an amount agreed to by Sellers and Buyers to reflect the cost to repair or replace the affected Assets (the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.5. Notwithstanding the foregoing, Sellers’ election in clause (i) of this Section 10.2(a) shall be unavailable and clause (ii) of this Section 10.2(a) shall apply if the required repairs or replacements could reasonably be expected to result in an extension of the Closing Date for more than sixty (60) days. (b) If Sellers and Buyers agree on the Repair Costs within fifteen (15) days of Buyers’ receipt of Sellers’ notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyers’ obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed. (c) If Sellers and Buyers do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either party may request an engineering company that shall be mutually agreed to by Buyers and Sellers to evaluate the affected Assets and deliver to Buyers and Sellers its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. (i) If the Third-Party Estimate is less than fifty million Dollars ($50,000,000), Buyers’ obligation to effect the Closing shall not be affected and the parties shall submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures for resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (ii) If the Third-Party Estimate is equal to or greater than fifty million Dollars ($50,000,000), Buyers may elect, by giving Sellers written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, to terminate this Agreement (other than Section 5.4, Section 5.6, Section 11.2, Section 12.6(c), Section 12.7, Section 12.8, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation to Seller.

Repair or Replacement. (a) In the event of a Casualty or Taking between during the Execution Date and Interim Period affecting the Closing Datetangible Assets, Sellers Seller shall elect, at their option, to either elect (i) to repair or replace or make adequate provision for the repair or replacement of the affected Asset at Sellers’ Seller's cost prior to the Closing, in which case Buyers’ obligation Buyer's Obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or Taking or (ii) to negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers Seller and Buyers Buyer to reflect the cost to repair or replace the affected Assets Assets, as may be mutually agreed to by Buyer and Seller (the “"Repair Costs”"), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.59.5. Notwithstanding the foregoing, Sellers’ Seller's election in clause (i) of this Section 10.2(a9.2(a) shall be unavailable and clause (ii) of this Section 10.2(a9.2(a) shall apply if the required repairs or replacements could would reasonably be expected to result in an extension of the Closing Date for more than sixty forty-five (6045) days. (b) If Sellers Seller and Buyers Buyer agree on the Repair Costs within fifteen (15) days of Buyers’ Buyer's receipt of Sellers’ Seller's notice of the Casualty or Taking (the “"Repair Negotiation Period”"), Buyers’ obligation Buyer's Obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the amount of the Repair Costs so agreedagreed that exceeds $5,000,000. (c) If Sellers Seller and Buyers Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “"Repair Cost Dispute”"), either party may request an engineering company that shall be mutually agreed to by Buyers Buyer and Sellers Seller to evaluate the affected Assets and deliver to Buyers Buyer and Sellers Seller its written estimate of the Repair Costs (the “"Third-Party Estimate”") within fifteen (15) days after the end of the Repair Negotiation Period. (i) If the Third-Party Estimate is equal to or less than fifty million Dollars ($50,000,000)5 million, Buyers’ obligation Buyer's Obligation to effect the Closing shall not be affected and the parties Parties shall submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures for resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the amount by which the finally-determined Repair CostsCosts exceed $5 million in the aggregate. (ii) If the Third-Party Estimate is equal to or greater than fifty $5 million Dollars but less than $20 million, Buyer's Obligation to effect the Closing shall not be affected, but the Closing Date Payment shall be reduced by the amount that the Third-Party Estimate exceeds $5 million in the aggregate and the Parties shall submit the Repair Cost Dispute to binding arbitration after the Closing, with a post-Closing adjustment of the Purchase Price equal to the amount by which the difference between the Third-Party Estimate and the finally-determined Repair Costs exceed $5 million in the aggregate. (iii) If the Third-Party Estimate is equal to or greater than $50,000,000)20 million, Buyers either Seller or Buyer may elect, by giving Sellers the other Party written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, to terminate this Agreement pursuant to Section 10.1(e); provided, however, that if within such time period, Buyer is ready and able to proceed to Closing and agrees in writing to (other than x) waive the closing condition set forth in Section 5.48.3(e) with respect to the Refinery Turnaround and Startup Activities and satisfaction of the Startup Criteria and (y) to hold the Closing within five (5) Business Days of such agreement, then Seller shall not elect to terminate this Agreement pursuant to this Section 5.6, or Section 11.2, Section 12.6(c10.1(e), Section 12.7, Section 12.8, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation to Seller.

Repair or Replacement. (a) In the event of a Casualty or Taking between the Execution Date and the Closing DateDate affecting the tangible Assets, Sellers Seller shall elect, at their option, to either elect (i) to repair or replace or make adequate provision for the repair or replacement of the affected Asset at Sellers’ Seller’s cost prior to the Closing, in which case Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, Taking and/or (ii) to negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers Seller and Buyers Buyer to reflect the cost to repair or replace the affected Assets and the loss of income and associated business interruption caused by customer and commercial disruption, as may be mutually agreed to by Buyer and Seller (the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.59.5. Notwithstanding the foregoing, Sellers’ the Seller’s election in clause (i) of this Section 10.2(a9.2(a) shall be unavailable and clause (ii) of this Section 10.2(a9.2(a) shall apply if the required repairs or replacements could reasonably be expected to result in an extension of the Closing Date for more than sixty (60) 45 days. (b) If Sellers Seller and Buyers Buyer agree on the Repair Costs within fifteen (15) 15 days of Buyers’ Buyer’s receipt of Sellers’ Seller’s notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed. (c) If Sellers Seller and Buyers Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either party may request an engineering company that shall be mutually agreed to by Buyers Buyer and Sellers Seller to evaluate the affected Assets and deliver to Buyers Buyer and Sellers Seller its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) 15 days after the end of the Repair Negotiation Period. (i) If the Third-Party Estimate is less than fifty million Dollars ($50,000,000)100,000,000, Buyers’ Buyer’s obligation to effect the Closing shall not be affected affected, but the Purchase Price shall be reduced by the amount of the Third-Party Estimate and the parties shall submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures for resolution after the Closing, with a post-Closing adjustment to of the Purchase Price equal to the difference between the Third-Party Estimate and the finally-determined Repair Costs. (ii) If the Third-Party Estimate is equal to or greater than fifty million Dollars ($50,000,000)100,000,000, Buyers Buyer may elect, by giving Sellers Seller written notice of election within fifteen (15) 15 days of receipt of the Third-Party Estimate, to terminate this Agreement (other than Section 5.46.6, Section 5.610.2, Section 11.2, Section 12.6(c11.6(c), Section 12.711.8, Section 12.811.9, Section 12.911.10, Section 12.10, Section 13.3 12.3 and Section 13.4 12.4, which shall continue in effect) without further obligation to Seller, in which event Seller shall return the Deposit (together with all interest or earnings thereon) to Buyer within five Business Days of receipt of Buyer’s notice of termination.

Repair or Replacement. (ai) In the event of a Casualty or Taking between the Execution Effective Date and the Closing Date, Sellers shall elect, at their option, to either (iA) repair or replace or make adequate provision for the repair or replacement of the affected Asset Damaged Portion of the Purchased Assets at Sellers’ cost prior to the Closing, in which case Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date (and the End Date, if necessary) shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been Damaged Portion of the Purchased Assets is fully repaired or restored to performance substantially comparable in all material respects to that the condition thereof immediately prior to the such Casualty or TakingTaking in accordance with applicable Laws or Orders, and/or or (iiB) negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers and Buyers to reflect the cost to repair or replace the affected Damaged Portion of the Purchased Assets and the post-Closing loss of net income associated with such business interruption (such repair or replacement costs and loss of net income, the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.5. Notwithstanding the foregoing, Sellers’ Seller’s election in clause (iA) of this Section 10.2(a8.5(b)(i) shall be unavailable and clause (iiB) of this Section 10.2(a8.5(b)(i) shall apply if the required repairs or replacements could Damaged Portion of the Purchased Assets cannot reasonably be expected to result be fully repaired or restored to the condition thereof immediately prior to such Casualty or Taking in an extension accordance with applicable Laws or Orders on or before the date that is 180 days following the occurrence of the Closing Date for more than sixty Casualty or Taking (60) days.the “Casualty Event Termination Date”) (bii) If Sellers the applicable Seller and Buyers Buyer agree on the Repair Costs within fifteen (15) days of Buyers’ Buyer’s receipt of Sellers’ notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed.. 35 (ciii) If Sellers the applicable Seller and Buyers Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either party Buyer or the applicable Seller may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyers Buyer and Sellers the applicable Seller to evaluate the affected Damaged Portion of the Purchased Assets and the loss of net income associated with such business interruption and deliver to Buyers Buyer and Sellers the applicable Seller its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. (i) . If the Third-Party Estimate is less than fifty million Dollars the Buyer Casualty Threshold ($50,000,000or greater than the Buyer Casualty Threshold or Seller Casualty Threshold, as applicable, and neither party terminates the Agreement as permitted pursuant to Section 8.5(b)(iv)), Buyers’ Buyer’s obligation to effect the Closing shall not be affected and the parties Buyer and Seller shall submit mutually resolve the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures for resolution after the ClosingClosing in accordance with the provisions of Section 2.3 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.3), with a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (iiiv) If Notwithstanding the foregoing, and subject to Section 8.5(f), if the Repair Costs as agreed to by Buyer and the applicable Seller or the Third-Party Estimate Estimate, as applicable, (A) is equal to or greater than fifty million Dollars ($50,000,000)the Buyer Casualty Threshold, Buyers Buyer may elect, by giving Sellers written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, or (B) is equal to or greater than the Seller Casualty Threshold, Sellers may elect, by giving Buyer written notice of election within fifteen (15) days of receipt of the Third Party Estimate, to terminate this Agreement (other than Section 5.4, Section 5.6, Section 11.2, Section 12.6(c), Section 12.7, Section 12.8, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation to Sellerhereunder, except as provided in Section 11.2.

Repair or Replacement. (a) 16.2.1 In the event of a Casualty or Taking between the Execution Date and the Closing DateDate affecting the Purchased Assets and Business for which the associated repair or replacement costs as determined by the Sellers in good faith could reasonably be expected to be less than one hundred fifty million dollars ($150,000,000), Sellers shall elect, at their option, to either (i) repair or replace or make adequate provision for the repair or replacement of the affected Purchased Asset at Sellers’ cost prior to the Closing, in which case Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Purchased Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or (ii) negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers and Buyers Buyer to reflect the cost to repair or replace the affected Assets Purchased Asset as determined by Sellers in good faith (collectively, the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.516.5. Notwithstanding the foregoing, Sellers’ election in clause (i) of this Section 10.2(a) 16.2.1 shall be unavailable and clause (ii) of this Section 10.2(a) 16.2.1 shall apply if the required repairs or replacements could reasonably be expected to result in an extension of the Closing Date for more than sixty ninety (6090) days. (b) 16.2.2 If Sellers and Buyers Buyer agree on the Repair Costs within fifteen (15) days of Buyers’ Buyer’s receipt of Sellers’ notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed, together with an additional reduction to the Purchase Price as mutually agreed between the Parties with respect to the reasonably anticipated post-Closing loss of net income of the Business deriving from the operation of the Purchased Assets attributable to the Casualty (the “Casualty Post-Closing Income Adjustment”). (c) 16.2.3 If Sellers and Buyers Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either party Party may request an engineering company that shall be mutually agreed to by Buyers Buyer and Sellers to evaluate the affected Purchased Assets and deliver to Buyers Buyer and Sellers its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen thirty (1530) days after the end appointment of the Repair Negotiation Periodsuch engineering company. (i) 16.2.3.1 If the Third-Party Estimate is less than one hundred fifty million Dollars dollars ($50,000,000150,000,000), Buyers’ Buyer’s obligation to effect the Closing shall not be affected and the parties shall may submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures pursuant to Section 19.10 for final resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the Repair Costs finally-determined Repair Costspursuant to such arbitration, together with an additional reduction to the Purchase Price to reflect the Casualty Post-Closing Income Adjustment. (ii) 16.2.3.2 If the Third-Party Estimate is equal to or greater than one hundred fifty million Dollars dollars ($50,000,000150,000,000), Buyers Buyer may elect, by giving Sellers written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, to terminate this Agreement (other than Section 5.4Sections 15.5.1, Section 5.615.9, Section 11.218.2, Section 12.6(c)19.1, Section 12.719.6, Section 12.819.9 and 19.10, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation to SellerSellers. 16.2.4 If Sellers and Buyer do not agree on the Casualty Post-Closing Income Adjustment within the Repair Negotiation Period, either Party may request a refining industry consultant that shall be mutually agreed to by Buyer and Sellers to evaluate the reasonably anticipated post-Closing loss of net income attributable to the Casualty and deliver to Buyer and Sellers its determination of the amount thereof within thirty (30) days after the appointment of such refining industry consultant. Either party may submit such determination to binding arbitration pursuant to Section 19.10 for final resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the Casualty Post-Closing Income Adjustment finally-determined pursuant to such arbitration.

Repair or Replacement. (a) In the event of a Casualty or Taking between the Execution Date and the Closing Date, Sellers Seller shall elect, at their its option, to either (i) repair or replace or make adequate provision for the repair or replacement of the affected Purchased Asset at Sellers’ Seller’s cost prior to the Closing, in which case Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date (and the Termination Date, if necessary) shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Purchased Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or or (ii) negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers and Buyers to reflect the cost to repair or replace the affected Purchased Assets and the post-Closing loss of net income associated with such business interruption (the such repair or replacement costs and loss of net income, “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.512.05. Notwithstanding the foregoing, Sellers’ Seller’s election in clause (i) of this Section 10.2(a12.02(a) shall be unavailable and clause (ii) of this Section 10.2(a12.02(a) shall apply if the required repairs or replacements could would reasonably be expected to result in an extension of the Closing Termination Date for more than sixty ninety (6090) days. (b) If Sellers Seller has elected to negotiate a reduced Purchase Price pursuant to the first sentence of Section 12.02(a), and Buyers Seller and Buyer agree on the Repair Costs within fifteen (15) days of Buyers’ Buyer’s receipt of Sellers’ Seller’s notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyers’ obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed. (c) If Sellers Seller and Buyers Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either party Buyer or Seller may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyers Buyer and Sellers Seller to evaluate the affected Purchased Assets and the loss of net income associated with such business interruption and deliver to Buyers Buyer and Sellers Seller its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. (i) . If the Third-Party Estimate is less than fifty million Dollars $40,000,000 (or greater than $50,000,00040,000,000 and neither party terminates the Agreement as permitted pursuant to Section 12.02(d), Buyers’ Buyer’s obligation to effect the Closing shall not be affected and the parties Buyer and Seller shall submit mutually resolve the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures for resolution after the ClosingClosing in accordance with the provisions of Section 2.13 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.13), with a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (iid) If Notwithstanding the foregoing, if the Repair Costs as agreed to by Buyer and Seller or the Third-Party Estimate Estimate, as applicable, is equal to or greater than fifty million Dollars ($50,000,000)40,000,000, Buyers Buyer or Seller may elect, by giving Sellers the other party written notice of its election within fifteen three (153) days Business Days of receipt of the Third-Party Estimate, as applicable, to terminate this Agreement (other than Section 5.4, Section 5.6, Section 11.2, Section 12.6(c), Section 12.7, Section 12.8, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation to the other parties, except as provided in Section 14.02. In no event will the Closing occur prior to the expiration of such three (3) Business Day period unless otherwise agreed by Buyer and Seller.

Repair or Replacement. (a) 16.2.1 In the event of a Casualty or Taking between the Execution Date and the Closing DateDate affecting the Purchased Assets and Business for which the associated repair or replacement costs as determined by the Sellers in good faith could reasonably be expected to be less than one hundred fifty million dollars ($150,000,000), Sellers shall elect, at their option, to either (i) repair or replace or make adequate provision for the repair or replacement of the affected Purchased Asset at Sellers’ cost prior to the Closing, in which case Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Purchased Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or (ii) negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers and Buyers Buyer to reflect the cost to repair or replace the affected Assets Purchased Asset as determined by Sellers in good faith (collectively, the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.516.5. Notwithstanding the foregoing, Sellers’ election in clause (i) of this Section 10.2(a) 16.2.1 shall be unavailable and clause (ii) of this Section 10.2(a) 16.2.1 shall apply if the required repairs or replacements could reasonably be expected to result in an extension of the Closing Date for more than sixty (60) days. (b) 16.2.2 If Sellers and Buyers Buyer agree on the Repair Costs within fifteen (15) days of Buyers’ Buyer’s receipt of Sellers’ notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed, together with an additional reduction to the Purchase Price as mutually agreed between the Parties with respect to the reasonably anticipated post-Closing loss of net income of the Business deriving from the operation of the Purchased Assets attributable to the Casualty (the “Casualty Post-Closing Income Adjustment”). (c) 16.2.3 If Sellers and Buyers Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either party Party may request an engineering company that shall be mutually agreed to by Buyers Xxxxx and Sellers to evaluate the affected Purchased Assets and deliver to Buyers Buyer and Sellers its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen thirty (1530) days after the end appointment of the Repair Negotiation Periodsuch engineering company. (i) 16.2.3.1 If the Third-Party Estimate is less than one hundred fifty million Dollars dollars ($50,000,000150,000,000), Buyers’ Buyer’s obligation to effect the Closing shall not be affected and the parties shall may submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures pursuant to Section 19.10 for final resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the Repair Costs finally-determined Repair Costspursuant to such arbitration, together with an additional reduction to the Purchase Price to reflect the Casualty Post-Closing Income Adjustment. (ii) 16.2.3.2 If the Third-Party Estimate is equal to or greater than one hundred fifty million Dollars dollars ($50,000,000150,000,000), Buyers Buyer may elect, by giving Sellers written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, to terminate this Agreement (other than Section 5.4Sections 15.5.1, Section 5.615.9, Section 11.218.2, Section 12.6(c)19.1, Section 12.719.6, Section 12.819.9 and 19.10, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation to SellerSellers. 16.2.4 If Sellers and Buyer do not agree on the Casualty Post-Closing Income Adjustment within the Repair Negotiation Period, either Party may request a refining industry consultant that shall be mutually agreed to by Xxxxx and Sellers to evaluate the reasonably anticipated post-Closing loss of net income attributable to the Casualty and deliver to Buyer and Sellers its determination of the amount thereof within thirty (30) days after the appointment of such refining industry consultant. Either party may submit such determination to binding arbitration pursuant to Section 19.10 for final resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the Casualty Post-Closing Income Adjustment finally-determined pursuant to such arbitration.

Repair or Replacement. (ai) In the event of a Casualty or Taking between from the Execution Date and date hereof until the Closing DateClosing, Sellers Seller shall elect, at their option, elect by written notice to either Purchaser given within five (5) Business Days after Seller becomes aware of the occurrence of a Casualty or Taking (i) to repair or replace or make adequate provision for the repair or replacement of the affected Asset asset at Sellers’ Seller’s cost prior to the Closing, in which case Buyers’ Purchaser’s obligation to effect the Closing shall not be affected, but the Closing Date (and the Outside Date) shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or (ii) to negotiate with Buyers Purchaser to reduce the Purchase Base Price by an amount agreed to by Sellers Seller and Buyers Purchaser to reflect the cost to repair or replace the affected Assets assets and the loss of income and associated business interruption caused by customer and commercial disruption, as may be mutually agreed to by Purchaser and Seller (the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.57.6(e). Notwithstanding the foregoing, Sellers’ Seller’s election in clause (i) of this Section 10.2(a7.6(b)(i) shall be unavailable and clause (ii) of this Section 10.2(a7.6(b)(i) shall apply if the required repairs or replacements could would reasonably be expected to result in an extension of the Closing Outside Date for more than sixty (60) days. (bii) If Sellers Seller and Buyers Purchaser agree on the Repair Costs within fifteen (15) days of Buyers’ Purchaser’s receipt of Sellers’ Seller’s notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyers’ Purchaser’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the amount of the Repair Costs so agreed. (ciii) If Sellers Seller and Buyers Purchaser do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either party Party may request an engineering company that shall be mutually agreed to by Buyers Purchaser and Sellers Seller to evaluate the affected Assets assets and deliver to Buyers Purchaser and Sellers Seller its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. (i) a. If the Third-Party Estimate is less than fifty million Dollars ($50,000,000)[***]% of the Base Price, Buyers’ Purchaser’s obligation to effect the Closing shall not be affected and the parties Parties shall submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures for resolution after the Closing, with a post-Closing adjustment to the Purchase Base Price equal to the amount of the finally-determined Repair Costs. (ii) b. If the Third-Party Estimate is equal to or greater than fifty million Dollars [***]% of the Base Price and Seller has not elected by written notice delivered to Purchaser within five ($50,000,000)5) Business Days of the receipt of the Third-Party Estimate to bear the cost thereof, Buyers either Seller or Purchaser may elect, by giving Sellers the other Party written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, to terminate this Agreement pursuant to Section 9.1(a) (to which the other than Section 5.4, Section 5.6, Section 11.2, Section 12.6(cParty shall be deemed to have consented), Section 12.7, Section 12.8, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation to Seller.

Repair or Replacement. (a) In the event of a Casualty or Taking between during the Execution Date and Interim Period affecting the Closing Datetangible Assets, Sellers Seller shall elect, at their option, to either elect (i) to repair or replace or make adequate provision for the repair or replacement of the affected Asset at Sellers’ Seller’s cost prior to the Closing, in which case Buyers’ obligation Buyer’s Obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or Taking or (ii) to negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers Seller and Buyers Buyer to reflect the cost to repair or replace the affected Assets Assets, as may be mutually agreed to by Buyer and Seller (the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.59.5. Notwithstanding the foregoing, Sellers’ Seller’s election in clause (i) of this Section 10.2(a9.2(a) shall be unavailable and clause (ii) of this Section 10.2(a9.2(a) shall apply if the required repairs or replacements could would reasonably be expected to result in an extension of the Closing Date for more than sixty forty-five (6045) days. (b) If Sellers Seller and Buyers Buyer agree on the Repair Costs within fifteen (15) days of Buyers’ Buyer’s receipt of Sellers’ Seller’s notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyers’ obligation Buyer’s Obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the amount of the Repair Costs so agreedagreed that exceeds $5,000,000. (c) If Sellers Seller and Buyers Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either party may request an engineering company that shall be mutually agreed to by Buyers Buyer and Sellers Seller to evaluate the affected Assets and deliver to Buyers Buyer and Sellers Seller its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. (i) If the Third-Party Estimate is equal to or less than fifty million Dollars ($50,000,000)5 million, Buyers’ obligation Buyer’s Obligation to effect the Closing shall not be affected and the parties Parties shall submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures for resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the amount by which the finally-determined Repair CostsCosts exceed $5 million in the aggregate. (ii) If the Third-Party Estimate is equal to or greater than fifty $5 million Dollars but less than $20 million, Buyer’s Obligation to effect the Closing shall not be affected, but the Closing Date Payment shall be reduced by the amount that the Third-Party Estimate exceeds $5 million in the aggregate and the Parties shall submit the Repair Cost Dispute to binding arbitration after the Closing, with a post-Closing adjustment of the Purchase Price equal to the amount by which the difference between the Third-Party Estimate and the finally-determined Repair Costs exceed $5 million in the aggregate. (iii) If the Third-Party Estimate is equal to or greater than $50,000,000)20 million, Buyers either Seller or Buyer may elect, by giving Sellers the other Party written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, to terminate this Agreement pursuant to Section 10.1(e); provided, however, that if within such time period, Buyer is ready and able to proceed to Closing and agrees in writing to (other than x) waive the closing condition set forth in Section 5.48.3(e) with respect to the Refinery Turnaround and Startup Activities and satisfaction of the Startup Criteria and (y) to hold the Closing within five (5) Business Days of such agreement, then Seller shall not elect to terminate this Agreement pursuant to this Section 5.6, or Section 11.2, Section 12.6(c10.1(e), Section 12.7, Section 12.8, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation to Seller.