Common use of Shortfall Payments Clause in Contracts

Shortfall Payments. (a) If, during any Contract Quarter during the Term, Delek Refining makes less than the Minimum Volume Commitment available to Delek Marketing, Delek Refining shall pay Delek Marketing an amount for such shortfall (a “Shortfall Payment”), if any, equal to the Services Base Fee multiplied by the difference between (i) the Minimum Volume Commitment and (ii) the aggregate volume of Refinery Products sold by Delek Refining during the applicable Contract Quarter. The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Volume Commitment and the payment by Delek Refining of the Shortfall Payment shall relieve Delek Refining of any obligation to meet such Minimum Volume Commitment for the relevant Contract Quarter. The Parties further acknowledge and agree that there shall not be any carry-over of volumes in excess of the Minimum Volume Commitment to any subsequent Contract Quarter. (b) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then Delek Refining shall remain liable for Shortfall Payments and the Services Profit Share under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided in Section 3.2. Delek Refining shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that Delek Refining shall not have any liability for any failure to notify, or delay in notifying, Delek Marketing of any such suspension except to the extent Delek Marketing has been materially damaged by such failure or delay.