Terminal Divestitures Clause Samples

Terminal Divestitures. In the event of any closure, sale, conveyance, or other transfer of any of the Terminal Properties prior to the end of the Earn-out Period that is not to an Affiliate and that does not constitute a Change in Control (any such closure, sale, conveyance or transfer, a “Terminal Divestiture”), the Threshold Amount shall be reduced by an amount equal to the Fuel Gross Profit attributable to each account that is lost in connection with the consummation of such Terminal Divestiture during the Calculation Period immediately preceding such Terminal Divestiture. For the avoidance of doubt, an account will not be deemed to have been lost in connection with the consummation of a Terminal Divestiture if such account is transferred to another Terminal Property in connection with such Terminal