Shared Spare Part Sample Clauses

Shared Spare Part. The Seller has a spare part that is designated for use at the Purchased Assets and its Marcus Hook refinery, which is identified on Schedule 2.2.21 as a PRT Start-up Turbine Rotor: Spare Rotor Serial Number: 501E162EC, relating to Turbine Model Number: DRV325, Turbine Serial Number: 152195, (such rotor is herein referred to as “Shared Spare”). The Shared Spare shall be retained by Seller at its Marcus Hook refinery, crated and in a preservative coating. For a period of five years from the Closing Date (“Sharing Period”), both the Purchased Assets and the Marcus Hook refinery shall have a right to use the Shared Spares. As to such use, planned rotor replacements take precedence over unplanned rotor replacements, unless mutually agreeable to both Parties. If a Party uses the Shared Spare during the Sharing Period, that Party shall repair/refurbish the Shared Spare that was changed out. The repair/refurbish of the Shared Spare shall be per API 687 and that repaired/refurbished Shared Spare will become the new Shared Spare. The removed Shared Spare shall be repaired/refurbished by the Party who so removed same within 6 months from the change out, or if the Shared Spare is used for an unplanned outage as soon as reasonable to accommodate a planned outage. If during the Sharing Period either Party decides it will no longer be operating the PRT Start-up Turbine at its respective refinery, it shall promptly provide written notice of same to the other Party and the other Party shall have the right to purchase the Shared Spare for one half of its then fair market value. If the right to purchase is not exercised within thirty (30) days of receipt of said notice, then the Shared Spare shall be sold and the Parties shall split the proceeds. For avoidance of doubt, the Parties acknowledge and agree that the Shared Spare is an Excluded Asset, and nothing contained herein shall effect a transfer or sale of said asset to the Buyer (except as contemplated by the foregoing purchase right if timely exercised).