Common use of Termination Amount Clause in Contracts

Termination Amount. (a) The “Termination Amount” shall equal: (i) the Termination Date Purchase Value, which is the aggregate amount payable to Xxxx under the Step-Out Inventory Sales Agreement, plus (ii) all unpaid amounts payable hereunder by the Company to Xxxx in respect of Crude Oil delivered on or prior to the Termination Date (including Deferred Interim Payment Amount), plus (iii) all Ancillary Costs incurred through the Termination Date that have not yet been paid or reimbursed by the Company, plus (iv) in the case of an early termination, the amount reasonably determined by Xxxx as the breakage costs it incurred in connection with the termination, unwinding or redeploying of all Related Xxxxxx as a result of such early termination, plus (v) the aggregate amount due under Section 10.2(a), calculated as of the Termination Date with such date being the final day of the last monthly period for which such calculations are to be made under this Agreement; provided that, if such amount under Section 10.2(a) is due to Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) is due to the Company, then such amount will be included in this Termination Amount as a negative number, plus (vi) any unpaid portion of the Annual Fee or other fees owed to Xxxx pursuant to Section 10.3, plus (vii) any FIFO Balance Final Settlement that is determined to be due pursuant to Schedule N; provided that, if such FIFO Balance Final Settlement is due to Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) would be due to the Company, then such amount will be included in this Termination Amount as a negative number; minus (viii) all unpaid amounts payable hereunder by Xxxx to the Company in respect of Product delivered on or prior to the Termination Date, and (ix) all amounts due from Xxxx to the Company under the Marketing and Sales Agreement for services provided up to the Termination Date. All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Termination Amount is a positive number, it shall be due from the Company to Xxxx and if it is a negative number, the absolute value thereof shall be due from Xxxx to the Company. (b) The Parties acknowledge that one or more of the components of the Termination Amount will not be able to be definitively determined by the Termination Date and therefore agree that Xxxx shall, in a commercially reasonable manner, estimate each of such components and use such estimated components to determine (I) an estimate of the Termination Amount (the “Estimated Termination Amount”) subject to the further provisions noted below and (II) an additional amount reasonably determined by Xxxx (the “Termination Holdback Amount”) which shall be the portion of the Maximum Holdback Amount (as defined below) held back by Xxxx using its commercially reasonable judgment based on the estimation process set forth herein, subject to any further limitation specified on Schedule U. As used herein, the “Maximum Holdback Amount” shall equal the sum of each amount due from Xxxx to the Company (and not netted against any amount due from the Company to Xxxx) as set forth on Schedule U; and the “Non-Holdback Portion” shall equal the excess, if any, of the Maximum Holdback Amount over the Termination Holdback Amount. For purposes of determining the Estimated Termination Amount, (A) all amounts specified on Schedule U due from the Company to Xxxx shall be included in such determination and (B) the Non-Holdback Portion, if any, due from Xxxx to the Company shall be included in such determination but, for the avoidance of doubt, the Estimated Termination Amount shall not include the Termination Holdback Amount. Without limiting the generality of the foregoing, the Parties agree that the amount due under Section 19.2(a)(i) above shall be estimated by Xxxx in the same manner and using the same methodology as it used in preparing the Estimated Commencement Date Value, but applying the “Step-Out Values” as indicated on Schedule B and other price terms provided for herein with respect to the purchase of the Termination Date Volumes. Xxxx shall use its commercially reasonable efforts to prepare, and provide the Company with, an initial Estimated Termination Amount, together with appropriate supporting documentation, at least five (5) Business Days prior to the Termination Date. To the extent reasonably practicable, Xxxx shall endeavor to update its calculation of the Estimated Termination Amount by no later than 12:00 noon CPT on the Business Day prior to the Termination Date. If Xxxx is able to provide such updated amount, that amount shall constitute the Estimated Termination Amount and shall be due and payable by no later than 5:00 p.m., CPT on the Business Day preceding the Termination Date. Otherwise, the initial Estimated Termination Amount shall be the amount payable on the Termination Date. If the Estimated Termination Amount is a positive number, it shall be due to Xxxx and if it is a negative number, the absolute value thereof shall be due to the Company. Concurrently with the payment of the Estimated Termination Amount, but subject to retention by Xxxx of the Termination Holdback Amount, Xxxx shall release and return to the Company the Initial Margin Amount, provided that all such payments may be made on a net basis. (c) Xxxx shall prepare, and provide the Company with, (i) a statement showing the calculation, as of the Termination Date, of the Termination Amount, (ii) a statement (the “Termination Reconciliation Statement”) reconciling the Termination Amount with the sum of the Estimated Termination Amount pursuant to Section 19.2(b) and the Termination Holdback Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within one (1) Business Day after receiving the Termination Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto. Promptly after receiving such payment, Xxxx shall cause any filing or recording of any UCC financing forms to be terminated. (d) Notwithstanding anything herein to the contrary, Xxxx shall not have any obligation to make any payment contemplated by this Section 19.2, including releasing the Initial Margin Amount, transfer of title to Crude Oil or Products, or to otherwise cooperate in the transition matters described in Section ‎19.1 unless the Company shall have performed its obligations under the Step-Out Inventory Sales Agreement and performed its obligations thereunder as and when required pursuant to the terms thereof.

Termination Amount. (a) The “Termination Amount” (which shall be payable in connection with the termination of this Agreement for any reason other than an Event of Default) shall equal: (i) the Termination Date Purchase Value, which is the aggregate amount payable to Xxxx Citi under the Step-Out Inventory Sales Agreement, plus (ii) all unpaid amounts payable hereunder by the Company DKTS to Xxxx in respect of Crude Oil delivered on or prior to Citi as the Termination Date (including Deferred Interim Payment Amount)Date, plus (iii) all Ancillary Costs incurred through the Termination Date that have not yet been paid or reimbursed by the CompanyDKTS, plus (iv) in the case of an early termination, the amount reasonably determined by Xxxx Citi as the breakage losses, costs and damages (in each case that are commercially reasonable and for which Citi is able to provide to the Delek Entities reasonable supporting evidence) it incurred in connection with the termination, unwinding or redeploying of all Related Xxxxxx realized as a result of Citi’s terminating, liquidating, maintaining, obtaining or reestablishing any hedge or related trading positions in connection with such early termination, plus (v) in the case of an early termination, any blending, tankage, linefill and throughput charges incurred by Citi as a result of the termination of any Ancillary Contract, plus (vi) the aggregate amount Monthly True-Up Amount due under Section 10.2(a11.2(a), calculated as of the Termination Date with such date being the final day of the last monthly period for which such calculations are to be made under this Agreement; provided that, if such amount under Section 10.2(a) is due to XxxxCiti, then such amount will be included in this Termination Amount as a positive number and if such amount is due to DKTS, then such amount will be included in this Termination Amount as a negative number, plus (vii) any unpaid portion of the Fees (as defined in the Fee Letter) due and owing to Citi as of the Termination Date pursuant to the Fee Letter, plus (viii) any Target Deviation Final Settlement that is determined to be due pursuant to Schedule I; provided that, if such Target Deviation Final Settlement is due to Citi, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a11.2(a) is would be due to the Companyfrom Citi, then such amount will be included in this Termination Amount as a negative number, plus (vi) any unpaid portion of the Annual Fee or other fees owed to Xxxx pursuant to Section 10.3, plus (vii) any FIFO Balance Final Settlement that is determined to be due pursuant to Schedule N; provided that, if such FIFO Balance Final Settlement is due to Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) would be due to the Company, then such amount will be included in this Termination Amount as a negative number; minus (viiiix) all unpaid amounts payable hereunder by Xxxx Citi to the Company DKTS in respect of Product Crude Oil and Products delivered on or prior to the Termination Date. Without duplication of the foregoing, and (ix) the Termination Amount shall include all amounts due from Xxxx to among the Company under the Marketing and Sales Agreement for services provided up to the Termination DateParties. All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Termination Amount is a positive number, it shall be due from the Company to Xxxx Citi and if it is a negative number, the absolute value thereof shall be due from Xxxx to the CompanyDKTS. (b) The Parties acknowledge that one or more of the components of the Termination Amount will not be able to be definitively determined by the Termination Date and therefore agree that Xxxx Citi shall, in a commercially reasonable manner, estimate each of such components and use such estimated components to determine (I) an estimate of the Termination Amount (the “Estimated Termination Amount”) subject to the further provisions noted below and (II) an additional amount reasonably determined by Xxxx (the “Termination Holdback Amount”) which shall be the portion of the Maximum Holdback Amount (as defined below) held back by Xxxx using its commercially reasonable judgment based on the estimation process set forth herein, subject to any further limitation specified on Schedule U. As used herein, the “Maximum Holdback Amount” shall equal the sum of each amount due from Xxxx to the Company (and not netted against any amount due from the Company to Xxxx) as set forth on Schedule U; and the “Non-Holdback Portion” shall equal the excess, if any, of the Maximum Holdback Amount over the Termination Holdback Amount. For purposes of determining the Estimated Termination Amount, (A) all amounts specified on Schedule U due from the Company to Xxxx shall be included in such determination and (B) the Non-Holdback Portion, if any, due from Xxxx to the Company shall be included in such determination but, for the avoidance of doubt, the Estimated Termination Amount shall not include the Termination Holdback Amount). Without limiting the generality of the foregoing, the Parties agree that the amount due under Section 19.2(a)(i21.2(a)(i) above shall be estimated by Xxxx Citi as contemplated in the same manner and using the same methodology as it used in preparing the Estimated Commencement Date Value, but applying the “Step-Out Values” as indicated Inventory Sales Agreement by applying the applicable Step-Out Pricing calculation set forth on Schedule B and other price terms provided for herein with respect V to the purchase of the Termination Date Volumes. Xxxx Citi shall use its commercially reasonable efforts to prepare, and provide the Company Delek Entities with, an initial Estimated Termination Amount, together with appropriate supporting documentation, at least five (5) Business Days prior to the Termination Date. To the extent reasonably practicable, Xxxx Citi shall endeavor to update its calculation of the Estimated Termination Amount by no later than 12:00 noon p.m., CPT on the Business Day prior to the Termination Date. If Xxxx Citi is able to provide such updated amount, that amount shall constitute the Estimated Termination Amount and shall be due and payable by no later than 5:00 p.m., CPT on the Business Day preceding the Termination Date. Otherwise, the initial Estimated Termination Amount shall be the amount payable on the Termination Date. If the Estimated Termination Amount is a positive number, it shall be due to Xxxx Citi and if it is a negative number, the absolute value thereof shall be due to the Company. Concurrently with the payment of the Estimated Termination Amount, but subject one or more Delek Entities as notified to retention by Xxxx of the Termination Holdback Amount, Xxxx shall release and return to the Company the Initial Margin Amount, provided that all such payments may be made on a net basisCiti. (c) Xxxx Citi shall prepare, and provide the Company Delek Entities with, (i) a statement showing the calculation, as of the Termination Date, of the Termination Amount, (ii) a statement (the “Termination Reconciliation Statement”) reconciling the Termination Amount with the sum of the Estimated Termination Amount pursuant to Section 19.2(b21.2(b) and the Termination Holdback Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within one (1) Business Day after receiving the Termination Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto. Promptly after receiving such payment, Xxxx Citi shall cause any filing or recording of any UCC financing forms to be terminated. (d) Notwithstanding anything herein to the contrary, Xxxx shall not have any obligation to make any payment contemplated by this Section 19.2, including releasing the Initial Margin Amount, transfer of title to Crude Oil or Products, or to otherwise cooperate in the transition matters described in Section ‎19.1 unless the Company shall have performed its obligations under the Step-Out Inventory Sales Agreement and performed its obligations thereunder as and when required pursuant to the terms thereof.

Termination Amount. (a) The “Termination Amount” shall equal: (i) the Termination Date Purchase Value, which is the aggregate amount payable to Xxxx under the Step-Out Inventory Sales Agreement, plus (ii) all unpaid amounts payable hereunder by the Company to Xxxx in respect of Crude Oil delivered on or prior to the Termination Date (including Deferred Interim Payment Amount)Date, plus (iii) all Ancillary Costs incurred through the Termination Date that have not yet been paid or reimbursed by the Company, plus (iv) in the case of an agreed early termination, the amount reasonably determined by Xxxx as the breakage costs it incurred in connection with the termination, unwinding or redeploying of all Related Xxxxxx as a result of such early termination, plus (v) the aggregate amount due under Section 10.2(a)) hereof, calculated as of the Termination Date with such date being the final day of the last monthly period for which such calculations are to be made under this Agreement; provided that, if such amount under Section 10.2(a) is due to Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) is due to the Company, then such amount will be included in this Termination Amount as a negative number, plus; (vi) any unpaid portion of the Annual Fee or other fees owed to Xxxx pursuant to Section 10.3, plus (vii) any FIFO Balance Final Settlement that is determined to be due pursuant to Schedule NN hereto; provided that, if such FIFO Balance Final Settlement is due to Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) would be due to the Company, then such amount will be included in this Termination Amount as a negative number; minus; (viiivii) all unpaid amounts payable hereunder by Xxxx to the Company in respect of Product delivered on or prior to the Termination Date, andminus (ixviii) all amounts due from Xxxx to the Company under the Marketing and Sales Agreement for services provided up to the Termination Date, minus (ix) the amount of the Deferred Portion. All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Termination Amount is a positive number, it shall be due from the Company to Xxxx and if it is a negative number, the absolute value thereof shall be due from Xxxx to the Company. (b) The Parties acknowledge that one or more of the components of the Termination Amount will not be able to be definitively determined by the Termination Date and therefore agree that Xxxx shall, in a commercially reasonable manner, estimate each of such components and use such estimated components to determine (I) an estimate of the Termination Amount (the “Estimated Termination Amount”) subject to the further provisions noted below and (II) an plus such additional amount which Xxxx shall reasonably determined by Xxxx determine (the “Termination Holdback Amount”) which shall be the portion of the Maximum Holdback Amount (as defined below) held back by Xxxx using its commercially reasonable judgment based on the estimation process set forth herein, subject to any further limitation specified on Schedule U. As used herein, the “Maximum Holdback Amount” shall equal the sum of each amount due from Xxxx to the Company (and not netted against any amount due from the Company to Xxxx) as set forth on Schedule U); and the “Non-Holdback Portion” shall equal the excess, if any, of the Maximum Holdback Amount over provided that the Termination Holdback Amount. For purposes of determining Amount shall not exceed the Estimated Termination Amount, (A) all amounts specified on Schedule U due from the Company to Xxxx Deferred Portion and shall be included in such determination and (B) the Non-Holdback Portion, if any, due from Xxxx added to the Company shall be included in such determination but, for the avoidance of doubt, the Estimated Termination Amount shall not include the Termination Holdback Amountas an amount due to Xxxx. Without limiting the generality of the foregoing, the Parties agree that the amount due under Section 19.2(a)(i) above shall be estimated by Xxxx in the same manner and using the same methodology as it used in preparing the Estimated Commencement Date Value, but applying the “Step-Out Values” as indicated on Schedule B and other price terms provided for herein with respect to the purchase of the Termination Date Volumes. Xxxx shall use its commercially reasonable efforts to prepare, and provide the Company with, an initial Estimated Termination Amount, together with appropriate supporting documentation, at least five (5) Business Days prior to the Termination Date. To the extent reasonably practicable, Xxxx shall endeavor to update its calculation of the Estimated Termination Amount by no later than 12:00 noon CPT on the Business Day prior to the Termination Date. If Xxxx is able to provide such updated amount, that amount shall constitute the Estimated Termination Amount and shall be due and payable by no later than 5:00 p.m., CPT on the Business Day preceding the Termination Date. Otherwise, the initial Estimated Termination Amount shall be the amount payable on the Termination Date. If the Estimated Termination Amount is a positive number, it shall be due to Xxxx and if it is a negative number, the absolute value thereof shall be due to the Company. Concurrently with the payment of the Estimated Termination Amount, but subject to retention by Xxxx of the Termination Holdback Amount, Xxxx shall release and return to the Company the Initial Margin Amount, provided that all such payments may be made on a net basis. (c) Xxxx shall prepare, and provide the Company with, (i) a statement showing the calculation, as of the Termination Date, of the Termination Amount, (ii) a statement (the “Termination Reconciliation Statement”) reconciling the Termination Amount with the sum of the Estimated Termination Amount pursuant to Section 19.2(b) and the Termination Holdback Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within one (1) Business Day after receiving the Termination Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto. Promptly after receiving such payment, Xxxx shall cause any filing or recording of any UCC financing forms to be terminated. (d) Notwithstanding anything herein to the contrary, Xxxx shall not have any obligation to make any payment contemplated by this Section 19.2, including releasing the Initial Margin Amount, transfer of title to Crude Oil or Products, or to otherwise cooperate in the transition matters described in Section ‎19.1 unless the Company shall have performed its obligations under the Step-Out Inventory Sales Agreement and performed its obligations thereunder as and when required pursuant to the terms thereof.Section

Termination Amount. (a) The “Termination Amount” shall equal:: PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (i) Any unpaid amounts owed by the Termination Date Purchase Value, which is the aggregate amount payable Company to Xxxx under pursuant to the Step-Out Inventory Sales Agreement, plus (ii) all unpaid amounts payable hereunder by the Company to Xxxx in respect of Crude Oil delivered on or prior to the Termination Date (including Deferred Interim Payment Amount)Date, plus (iii) all Ancillary Costs incurred through the Termination Date that have not yet been paid or reimbursed by the Company, plus (iv) in the case of an early termination, the amount reasonably determined by Xxxx as the breakage costs it incurred in connection with the termination, unwinding or redeploying of all Related Xxxxxx as a result of such early termination, plus (v) the aggregate amount due under Section 10.2(a), calculated as of the Termination Date with such date being the final day of the last monthly period for which such calculations are to be made under this Agreement; provided that, if such amount under Section 10.2(a) is due to Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) is due to the Company, then such amount will be included in this Termination Amount as a negative number, plus; (vi) any unpaid portion of the Annual Fee or other fees owed to Xxxx pursuant to Section 10.3, plus; (vii) any FIFO Balance Final Settlement that is determined to be due pursuant to Schedule N; provided that, if such FIFO Balance Final Settlement is due to Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) would be due to the Company, then such amount will be included in this Termination Amount as a negative number; minus; (viii) all unpaid amounts payable hereunder by Xxxx to the Company in respect of Product delivered on or prior to the Termination Date, andminus (ix) all amounts due from Xxxx to the Company under the Marketing and Sales Agreement for services provided up to the Termination Date. All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Termination Amount is a positive number, it shall be due from the Company to Xxxx and if it is a negative number, the absolute value thereof shall be due from Xxxx to the Company. (b) The Parties acknowledge that one or more of the components of the Termination Amount will not be able to be definitively determined by the Termination Date and therefore agree that Xxxx shall, in a commercially reasonable manner, estimate each of such components and use such estimated components to determine (I) an estimate of the Termination Amount (the “Estimated Termination Amount”) subject to the further provisions noted below and (II) an plus such additional amount which Xxxx shall reasonably determined by Xxxx determine (the “Termination Holdback Amount”); PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) which shall be the portion of the Maximum Holdback Amount (as defined below) held back by Xxxx using its commercially reasonable judgment based on the estimation process set forth herein, subject to any further limitation specified on Schedule U. As used herein, the “Maximum Holdback Amount” shall equal the sum of each amount due from Xxxx to the Company (and not netted against any amount due from the Company to Xxxx) as set forth on Schedule U; and the “Non-Holdback Portion” shall equal the excess, if any, of the Maximum Holdback Amount over HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. provided that the Termination Holdback Amount. For purposes of determining the Estimated Termination Amount, (A) all amounts specified on Schedule U due from the Company to Xxxx shall be included in such determination and (B) the Non-Holdback Portion, if any, due from Xxxx to the Company shall be included in such determination but, for the avoidance of doubt, the Estimated Termination Amount shall not include be greater than the Termination Holdback AmountDeferred Portion. Without limiting the generality of the foregoing, the Parties agree that the amount due under Section 19.2(a)(i19.2(a)(ii) above shall be estimated by Xxxx in the same manner and using the same methodology as it used in preparing the Estimated Commencement Date Value, but applying the “Step-Out ValuesPrices” as indicated on in Schedule B and other price terms provided for herein with respect to the purchase of the Termination Date Volumes. Xxxx shall use its commercially reasonable efforts to prepare, and provide the Company with, an initial Estimated Termination Amount, together with appropriate supporting documentation, at least five (5) Business Days prior to the Termination Date. To the extent reasonably practicable, Xxxx shall endeavor to update its calculation of the Estimated Termination Amount by no later than 12:00 noon CPT p.m. PST on the Business Day prior to the Termination Date. If Xxxx is able to provide such updated amount, that amount shall constitute the Estimated Termination Amount and shall be due and payable by no later than 5:00 p.m., CPT PST on the Business Day preceding the Termination Date. Otherwise, the initial Estimated Termination Amount shall be the amount payable on the Termination Date. If the Estimated Termination Amount is a positive number, it shall be due to Xxxx and if it is a negative number, the absolute value thereof shall be due to the Company. Concurrently with the payment of the Estimated Termination Amount, but subject to retention by Xxxx of the Termination Holdback Amount, Xxxx shall release and return to the Company the Initial Margin Amount, provided that all such payments may be made on a net basis. (c) Xxxx shall prepare, and provide the Company with, (i) a statement showing the calculation, as of the Termination Date, of the Termination Amount, (ii) a statement (the “Termination Reconciliation Statement”) reconciling the Termination Amount with the sum of the Estimated Termination Amount pursuant to Section 19.2(b) and the Termination Holdback Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within one (1) Business Day after receiving the Termination Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto. Promptly after receiving such payment, Xxxx shall cause any filing or recording of any UCC Uniform Commercial Code financing forms to be terminated. (d) Notwithstanding anything herein to the contrary, Xxxx shall not have any obligation to make any payment contemplated by this Section 19.2, including releasing the Initial Margin Amount, transfer of title to Crude Oil or Products, Products or to otherwise cooperate in the transition matters described in Section ‎19.1 19.1 unless the Company shall have performed its obligations under the Step-Out Inventory Sales Agreement and performed its obligations thereunder as and when required pursuant to the terms thereof.

Termination Amount. (a) The “Termination Amount” shall equal: (i) Any unpaid amounts owed by the Termination Date Purchase Value, which is the aggregate amount payable Company to Xxxx under pursuant to the Step-Out Inventory Sales Agreement, plus (ii) all unpaid amounts payable hereunder by the Company to Xxxx in respect of Crude Oil delivered on or prior to the Termination Date (including Deferred Interim Payment Amount)Date, plus (iii) all Ancillary Costs incurred through the Termination Date that have not yet been paid or reimbursed by the Company, plus (iv) in the case of an early termination, the amount reasonably determined by Xxxx as the breakage costs it incurred in connection with the termination, unwinding or redeploying of all Related Xxxxxx as a result of such early termination, plus (v) the aggregate amount due under Section 10.2(a), calculated as of the Termination Date with such date being the final day of the last monthly period for which such calculations are to be made under this Agreement; provided that, if such amount under Section 10.2(a) is due to Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) is due to the Company, then such amount will be included in this Termination Amount as a negative number, plus; (vi) any unpaid portion of the Annual Facility Fee or other fees owed to Xxxx pursuant to Section 10.3, plus; (vii) any FIFO Balance Final Settlement that is determined to be due pursuant to Schedule N; provided that, if such FIFO Balance Final Settlement is due to Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) would be due to the Company, then such amount will be included in this Termination Amount as a negative number; minus; (viii) all unpaid amounts payable hereunder by Xxxx to the Company in respect of Product delivered on or prior to the Termination Date, andminus (ix) all amounts due from Xxxx to the Company under the Marketing and Sales Agreement for services provided up to the Termination Date. All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Termination Amount is a positive number, it shall be due from the Company to Xxxx and if it is a negative number, the absolute value thereof shall be due from Xxxx to the Company. (b) The Parties acknowledge that one or more of the components of the Termination Amount will not be able to be definitively determined by the Termination Date and therefore agree that Xxxx shall, in a commercially reasonable manner, estimate each of such components and use such estimated components to determine (I) an estimate of the Termination Amount (the “Estimated Termination Amount”) subject to the further provisions noted below and (II) an plus such additional amount which Xxxx shall reasonably determined by Xxxx determine (the “Termination Holdback Amount”) which shall be the portion of the Maximum Holdback Amount (as defined below) held back by Xxxx using its commercially reasonable judgment based on the estimation process set forth herein, subject to any further limitation specified on Schedule U. As used herein, the “Maximum Holdback Amount” shall equal the sum of each amount due from Xxxx to the Company (and not netted against any amount due from the Company to Xxxx) as set forth on Schedule U); and the “Non-Holdback Portion” shall equal the excess, if any, of the Maximum Holdback Amount over provided that the Termination Holdback Amount. For purposes of determining the Estimated Termination Amount, (A) all amounts specified on Schedule U due from the Company to Xxxx shall be included in such determination and (B) the Non-Holdback Portion, if any, due from Xxxx to the Company shall be included in such determination but, for the avoidance of doubt, the Estimated Termination Amount shall not include be greater than the Termination Holdback AmountDeferred Portion. Without limiting the generality of the foregoing, the Parties agree that the amount due under Section 19.2(a)(i19.2(a)(ii) above shall be estimated by Xxxx in the same manner and using the same methodology as it used in preparing the Estimated Commencement Date Value, but applying the “Step-Out ValuesPrices” as indicated on in Schedule B and other price terms provided for herein with respect to the purchase of the Termination Date Volumes. Xxxx shall use its commercially reasonable efforts to prepare, and provide the Company with, an initial Estimated Termination Amount, together with appropriate supporting documentation, at least five (5) Business Days prior to the Termination Date. To the extent reasonably practicable, Xxxx shall endeavor to update its calculation of the Estimated Termination Amount by no later than 12:00 noon CPT PST on the Business Day prior to the Termination Date. If Xxxx is able to provide such updated amount, that amount shall constitute the Estimated Termination Amount and shall be due and payable by no later than 5:00 p.m., CPT PST on the Business Day preceding the Termination Date. Otherwise, the initial Estimated Termination Amount shall be the amount payable on the Termination Date. If the Estimated Termination Amount is a positive number, it shall be due to Xxxx and if it is a negative number, the absolute value thereof shall be due to the Company. Concurrently with the payment of the Estimated Termination Amount, but subject to retention by Xxxx of the Termination Holdback Amount, Xxxx shall release and return to the Company the Initial Margin Amount, provided that all such payments may be made on a net basis. (c) Xxxx shall prepare, and provide the Company with, (i) a statement showing the calculation, as of the Termination Date, of the Termination Amount, (ii) a statement (the “Termination Reconciliation Statement”) reconciling the Termination Amount with the sum of the Estimated Termination Amount pursuant to Section 19.2(b) and the Termination Holdback Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within one (1) Business Day after receiving the Termination Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto. Promptly after receiving such payment, Xxxx shall cause any filing or recording of any UCC Uniform Commercial Code financing forms to be terminated. (d) Notwithstanding anything herein to the contrary, Xxxx shall not have any obligation to make any payment contemplated by this Section 19.2, including releasing the Initial Margin Amount, transfer of title to Crude Oil or Products, Products or to otherwise cooperate in the transition matters described in Section ‎19.1 19.1 unless the Company shall have performed its obligations under the Step-Out Inventory Sales Agreement and performed its obligations thereunder as and when required pursuant to the terms thereof.