Common use of Third Party Supplied Coke Clause in Contracts

Third Party Supplied Coke. If, at any point during any Contract Year, Seller has reason to believe that it will be unable to produce and deliver sufficient Coke to meet the minimum range set forth in Section 6.2(a) of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Seller shall promptly provide Written notice of the same to Purchaser and Seller shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of the product of either such shortfall (measured in Tons) multiplied by ***** (each, as applicable, a “Coke Production Shortfall”). Furthermore, if Purchaser has a reasonable basis to conclude that Seller will be unable to deliver sufficient Coke meet such minimum range of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Purchaser shall provide Written notice thereof to Seller (including the basis of such conclusion), and following Seller’s receipt of such Written notice Seller shall, within a reasonable time under the circumstances, provide Purchaser with Written reasonable assurances that it will comply with the minimum range of the Coke Supply and Purchase Obligation or, as applicable, the Minimum Ratability Standard (collectively, “Seller’s Reasonable Assurance Obligations”). If Seller does not comply with Seller’s Reasonable Assurance Obligations then, subject to Section 6.5, it shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of such Coke Production Shortfall. The quality of such Third Party Supplied Coke shall not exceed or, as applicable, be less than the “reject” limits set forth in Schedule 5.1. The price Purchaser shall pay for such Third Party Supplied Coke shall be the lesser of (i) the price of such Third Party Supplied Coke (as adjusted in accordance with Schedule 5.1) delivered to the Middletown Plant, or (ii) the current Coke Price (as adjusted in accordance with Schedule 5.1). Seller shall arrange for the shipment and delivery of Third Party Supplied Coke and shall exercise reasonable, good faith efforts to arrange for such deliveries in accordance with Purchaser’s requested delivery schedule. Promptly following the delivery to the Middletown Plant of any Third Party Supplied Coke shipment, Seller shall deliver by facsimile transfer or electronic mail, or by such other method agreed upon by the Parties in Writing, an invoice for each such shipment to the Purchaser. Payment by Purchaser to Seller for such Third Party Supplied Coke in respect of the Month during which it is supplied to Purchaser shall be made within ten (10) days following Seller’s delivery of such invoice to Purchaser; provided, however, and except as respects the occurrence of Seller Force Majeure Event(s), if Seller reasonably determines that the Coke production capacity of the Plant is or will be less than *****% of Targeted Coke Production, and Seller is unable to establish or restore such production capacity notwithstanding its good faith and commercially reasonable efforts to do so, then Seller’s obligation to cover such Coke Production Shortfall (either in respect of Third Party Supplied Coke or Purchaser Obtained Coke) shall not exceed twelve (12) months in duration (the “Production Capacity Liability Limitation”).

Third Party Supplied Coke. If, at any point during any Contract Year, Seller has reason to believe that it will be unable to produce and deliver sufficient Coke to meet the minimum range set forth in Section 6.2(a) of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Seller shall promptly provide Written notice of the same to Purchaser and Seller shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of the product of either such shortfall (measured in Tons) multiplied by ***** (each, as applicable, a “Coke Production Shortfall”). Furthermore, if Purchaser has a reasonable basis to conclude that Seller will be unable to deliver sufficient Coke meet such minimum range of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Purchaser shall provide Written notice thereof to Seller (including the basis of such conclusion), and following Seller’s receipt of such Written notice Seller shall, within a reasonable time under the circumstances, provide Purchaser with Written reasonable assurances that it will comply with the minimum range of the Coke Supply and Purchase Obligation or, as applicable, the Minimum Ratability Standard (collectively, “Seller’s Reasonable Assurance Obligations”). If Seller does not comply with Seller’s Reasonable Assurance Obligations then, subject to Section 6.5, it shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of such Coke Production Shortfall. The quality of such Third Party Supplied Coke shall not exceed or, as applicable, be less than the “reject” limits set forth in Schedule 5.1. The price Purchaser shall pay for such Third Party Supplied Coke shall be the lesser of (i) the price of such Third Party Supplied Coke (as adjusted in accordance with Schedule 5.1) delivered to the Middletown Plant or the Ashland Plant, or (ii) the current Coke Price (as adjusted in accordance with Schedule 5.1). Seller shall arrange for the shipment and delivery of Third Party Supplied Coke and shall exercise reasonable, good faith efforts to arrange for such deliveries in accordance with Purchaser’s requested delivery schedule. Promptly following the delivery to the Middletown Plant or the Ashland Plant of any Third Party Supplied Coke shipment, Seller shall deliver by facsimile transfer or electronic mail, or by such other method agreed upon by the Parties in Writing, an invoice for each such shipment to the Purchaser. Payment by Purchaser to Seller for such Third Party Supplied Coke in respect of the Month during which it is supplied to Purchaser shall be made within ten (10) days following Seller’s delivery of such invoice in accordance with Section 3.3(d). Notwithstanding anything to Purchaser; providedthe contrary set forth in this Agreement, however, and except as respects the occurrence of Seller Force Majeure Event(s), if Seller reasonably determines that the Coke production capacity of the Plant Coke Plants is or will be less than *****% of Targeted Coke Production, and Seller is unable to establish or restore such production capacity notwithstanding its good faith and commercially reasonable efforts to do so, then Seller’s obligation to cover such Coke Production Shortfall (either in respect of Third Party Supplied Coke or Purchaser Obtained Coke) shall not exceed twelve (12) months in duration (the “Production Capacity Liability Limitation”).

Third Party Supplied Coke. If, at any point during any Contract Year, Seller has reason to believe that it will be unable to produce and deliver sufficient Coke to meet the minimum range set forth in Section 6.2(a) of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Seller shall promptly provide Written notice of the same to Purchaser and Seller shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of the product of either such shortfall (measured in Tons) multiplied by ***** (each, as applicable, a “Coke Production Shortfall”). Furthermore, if Purchaser has a reasonable basis to conclude that Seller will be unable to deliver sufficient Coke meet such minimum range of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Purchaser shall provide Written notice thereof to Seller (including the basis of such conclusion), and following Seller’s receipt of such Written notice Seller shall, within a reasonable time under the circumstances, provide Purchaser with Written reasonable assurances that it will comply with the minimum range of the Coke Supply and Purchase Obligation or, as applicable, the Minimum Ratability Standard (collectively, “Seller’s Reasonable Assurance Obligations”). If Seller does not comply with Seller’s Reasonable Assurance Obligations then, subject to Section 6.5, it shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of such Coke Production Shortfall. The quality of such Third Party Supplied Coke shall not exceed or, as applicable, be less than the “reject” limits set forth in Schedule 5.1. The price Purchaser shall pay for such Third Party Supplied Coke shall be the lesser of (i) the price of such Third Party Supplied Coke (as adjusted in accordance with Schedule 5.1) delivered to the Middletown Plant, or (ii) the current Coke Price (as adjusted in accordance with Schedule 5.1)*****. Seller shall arrange for the shipment and delivery of Third Party Supplied Coke and shall exercise reasonable, good faith efforts to arrange for such deliveries in accordance with Purchaser’s requested delivery schedule. Promptly following the delivery to the Middletown Plant or the Ashland Plant of any Third Party Supplied Coke shipment, Seller shall deliver by facsimile transfer or electronic mail, or by such other method agreed upon by the Parties in Writing, an invoice for each such shipment to the Purchaser. Payment by Purchaser to Seller for such Third Party Supplied Coke in respect of the Month during which it is supplied to Purchaser shall be made within ten (10) days following Seller’s delivery of such invoice in accordance with Section 3.3(d). Notwithstanding anything to Purchaser; providedthe contrary set forth in this Agreement, however, and except as respects the occurrence of Seller Force Majeure Event(s), if Seller reasonably determines that the Coke production capacity of the Plant Coke Plants is or will be less than *****% of Targeted Coke Production, and Seller is unable to establish or restore such production capacity notwithstanding its good faith and commercially reasonable efforts to do so, then Seller’s obligation to cover such Coke Production Shortfall (either in respect of Third Party Supplied Coke or Purchaser Obtained Coke) shall not exceed twelve (12) months in duration (the “Production Capacity Liability Limitation”).

Third Party Supplied Coke. If, at any point during any Contract Year, Seller has reason to believe that it will be unable to produce and deliver sufficient Coke to meet the minimum range set forth in Section 6.2(a) of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Seller shall promptly provide Written notice of the same to Purchaser and Seller shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of the product of either such shortfall (measured in Tons) multiplied by ***** (each, as applicable, a “Coke Production Shortfall”). Furthermore, if Purchaser has a reasonable basis to conclude that Seller will be unable to deliver sufficient Coke meet such minimum range of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Purchaser shall provide Written notice thereof to Seller (including the basis of such conclusion), and following Seller’s receipt of such Written notice Seller shall, within a reasonable time under the circumstances, provide Purchaser with Written reasonable assurances that it will comply with the minimum range of the Coke Supply and Purchase Obligation or, as applicable, the Minimum Ratability Standard (collectively, “Seller’s Reasonable Assurance Obligations”). If Seller does not comply with Seller’s Reasonable Assurance Obligations then, subject to Section 6.5, it shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of such Coke Production Shortfall. The quality of such Third Party Supplied Coke shall not exceed or, as applicable, be less than the “reject” limits set forth in Schedule 5.1. The price Purchaser shall pay for such Third Party Supplied Coke shall be the lesser of (i) the price of such Third Party Supplied Coke (as adjusted in accordance with Schedule 5.1) delivered to the Middletown Plant or the Ashland Plant, or (ii) the current Coke Price (as adjusted in accordance with Schedule 5.1). Seller shall arrange for the shipment and delivery of Third Party Supplied Coke and shall exercise reasonable, good faith efforts to arrange for such deliveries in accordance with Purchaser’s requested delivery schedule. Promptly following the delivery to the Middletown Plant or the Ashland Plant of any Third Party Supplied Coke shipment, Seller shall deliver by facsimile transfer or electronic mail, or by such other method agreed upon by the Parties in Writing, an invoice for each such shipment to the Purchaser. Payment by Purchaser to Seller for such Third Party Supplied Coke in respect of the Month during which it is supplied to Purchaser shall be made within ten (10) days following Seller’s delivery of such invoice in accordance with Section 3.3(d). Notwithstanding anything to Purchaser; providedthe contrary set forth in this Agreement, however, and except as respects the occurrence of Seller Force Majeure Event(s), if Seller reasonably determines that the Coke production capacity of the Plant Coke Plants is or will be less than ****** % of Targeted Coke Production, and Seller is unable to establish or restore such production capacity notwithstanding its good faith and commercially reasonable efforts to do so, then Seller’s obligation to cover such Coke Production Shortfall (either in respect of Third Party Supplied Coke or Purchaser Obtained Coke) shall not exceed twelve (12) months in duration (the “Production Capacity Liability Limitation”).

Third Party Supplied Coke. If, at any point during any Contract Year, Seller has reason to believe that it will be unable to produce and deliver sufficient Coke to meet the minimum range set forth in Section 6.2(a) of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard(a "Production Shortfall"), then Seller shall (a) promptly provide Written notice of the same to Purchaser Purchaser, and Seller shall (b) exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of the product of either any such shortfall (measured in Tons) multiplied by ***** (each, as applicable, a “Coke Production Shortfall”). Furthermore, if Purchaser has a reasonable basis to conclude that Seller will be unable to deliver sufficient Coke meet such minimum range of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Purchaser shall provide Written notice thereof to Seller (including the basis of such conclusion), and following Seller’s receipt of such Written notice Seller shall, within a reasonable time under the circumstances, provide Purchaser with Written reasonable assurances that it will comply with the minimum range of the Coke Supply and Purchase Obligation or, as applicable, the Minimum Ratability Standard (collectively, “Seller’s Reasonable Assurance Obligations”). If Seller does not comply with Seller’s Reasonable Assurance Obligations then, subject to Section 6.5, it shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of such Coke Production Shortfall. The quality Guaranteed Quality Standards shall apply in respect of such Third Party Supplied Coke shall not exceed or, as applicable, be less than the “reject” limits set forth in Schedule 5.1Coke. The price Purchaser shall pay for such Third Party Supplied Coke shall be the lesser of (i) the price cost of such Third Party Supplied Coke (as adjusted in accordance with Schedule 5.15.2) delivered to the Middletown coke unloading facility at the Xxxxxx Plant, or (ii) the sum of (y) the current Contract Price for Coke Price (as adjusted in accordance with Schedule 5.1)5.2) and (z) the applicable Purchaser Freight Cost. Seller shall arrange for the shipment and delivery of Third Party Supplied Coke to Purchaser and shall exercise reasonable, good faith efforts to arrange for such deliveries in accordance with Purchaser’s 's requested delivery schedule. Promptly following the delivery to the Middletown coke unloading facility located at the Xxxxxx Plant of any Third Party Supplied Coke shipmentShipment, Seller shall deliver by facsimile transfer or electronic mail, or by such other method agreed upon by the Parties in Writing, an invoice for each such shipment Shipment to the Purchaser. Payment by Purchaser to Seller for such Third Party Supplied Coke in respect of the Month during which it is supplied to Purchaser shall be made within ten (10) days following Seller’s delivery of such invoice in accordance with Section 3.7(e). Except with respect to Purchaser; provided, however, and except as respects the occurrence of a Seller Force Majeure Event(s)Event, if Seller reasonably determines that the Coke production capacity of the Phase II Plant is or will be less than [*****% ] ([*****]%) of Targeted Phase II Coke Production, and Seller is unable to establish or restore such production capacity notwithstanding its good faith and commercially reasonable efforts to do so, then then, after Seller’s 's Written notice thereof to Purchaser, Seller's obligation to cover such Coke Production Shortfall shortfall (either in respect of Third Party Supplied Coke or Purchaser Obtained Coke) shall not exceed twelve [*****] (12[*****]) months Months in duration (the “"Production Capacity Liability Limitation”").

Third Party Supplied Coke. If, at any point during any Contract Year, Seller has reason to believe that it will be unable to produce and deliver sufficient Coke to meet the minimum range set forth in Section 6.2(a) of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Seller shall promptly provide Written notice of the same to Purchaser and Seller shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of the product of either such shortfall (measured in Tons) multiplied by ***** (each, as applicable, a “Coke Production Shortfall”). Furthermore, if Purchaser has a reasonable basis to conclude that Seller will be unable to deliver sufficient Coke meet such minimum range of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Purchaser shall provide Written notice thereof to Seller (including the basis of such conclusion), and following Seller’s receipt of such Written notice Seller shall, within a reasonable time under the circumstances, provide Purchaser with Written reasonable assurances that it will comply with the minimum range of the Coke Supply and Purchase Obligation or, as applicable, the Minimum Ratability Standard (collectively, “Seller’s Reasonable Assurance Obligations”). If Seller does not comply with Seller’s Reasonable Assurance Obligations then, subject to Section 6.5, it shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of such Coke Production Shortfall. The quality of such Third Party Supplied Coke shall not exceed or, as applicable, be less than the “reject” limits set forth in Schedule 5.1. The price Purchaser shall pay for such Third Party Supplied Coke shall be the lesser of (i) the price of such Third Party Supplied Coke (as adjusted in accordance with Schedule 5.1) delivered to the Middletown Plant, or (ii) the current Coke Price (as adjusted in accordance with Schedule 5.1). Seller shall arrange for the shipment and delivery of Third Party Supplied Coke and shall exercise reasonable, good faith efforts to arrange for such deliveries in accordance with Purchaser’s requested delivery schedule. Promptly following the delivery to the Middletown Plant of any Third Party Supplied Coke shipment, Seller shall deliver by facsimile transfer or electronic mail, or by such other method agreed upon by the Parties in Writing, an invoice for each such shipment to the Purchaser. Payment by Purchaser to Seller for such Third Party Supplied Coke in respect of the Month during which it is supplied to Purchaser shall be made within ten (10) days following Seller’s delivery of such invoice to Purchaser; provided, however, and except as respects the occurrence of Seller Force Majeure Event(s), if Seller reasonably determines that the Coke production capacity of the Plant is or will be less than ****** % of Targeted Coke Production, and Seller is unable to establish or restore such production capacity notwithstanding its good faith and commercially reasonable efforts to do so, then Seller’s obligation to cover such Coke Production Shortfall (either in respect of Third Party Supplied Coke or Purchaser Obtained Coke) shall not exceed twelve (12) months in duration (the “Production Capacity Liability Limitation”).

Third Party Supplied Coke. If, at any point during any Contract Year, Seller has reason to believe that it will be unable to produce and deliver sufficient Coke to meet the minimum range set forth in Section 6.2(a) of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Seller shall promptly provide Written notice of the same to Purchaser and Seller shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of the product of either such shortfall (measured in Tons) multiplied by ***** (each, as applicable, a “Coke Production Shortfall”). Furthermore, if Purchaser has a reasonable basis to conclude that Seller will be unable to deliver sufficient Coke meet such minimum range of the Coke Supply and Purchase Obligation or the Minimum Ratability Standard, then Purchaser shall provide Written notice thereof to Seller (including the basis of such conclusion), and following Seller’s receipt of such Written notice Seller shall, within a reasonable time under the circumstances, provide Purchaser with Written reasonable assurances that it will comply with the minimum range of the Coke Supply and Purchase Obligation or, as applicable, the Minimum Ratability Standard (collectively, “Seller’s Reasonable Assurance Obligations”). If Seller does not comply with Seller’s Reasonable Assurance Obligations then, subject to Section 6.5, it shall exercise commercially reasonable efforts to obtain Third Party Supplied Coke in respect of such Coke Production Shortfall. The quality of such Third Party Supplied Coke shall not exceed or, as applicable, be less than the “reject” limits set forth in Schedule 5.1. The price Purchaser shall pay for such Third Party Supplied Coke shall be the lesser of (i) the price of such Third Party Supplied Coke (as adjusted in accordance with Schedule 5.1) delivered to the Middletown Plant, or (ii) the current Coke Price (as adjusted in accordance with Schedule 5.1)*****. Seller shall arrange for the shipment and delivery of Third Party Supplied Coke and shall exercise reasonable, good faith efforts to arrange for such deliveries in accordance with Purchaser’s requested delivery schedule. Promptly following the delivery to the Middletown Plant of any Third Party Supplied Coke shipment, Seller shall deliver by facsimile transfer or electronic mail, or by such other method agreed upon by the Parties in Writing, an invoice for each such shipment to the Purchaser. Payment by Purchaser to Seller for such Third Party Supplied Coke in respect of the Month during which it is supplied to Purchaser shall be made within ten (10) days following Seller’s delivery of such invoice to Purchaser; provided, however, and except as respects the occurrence of Seller Force Majeure Event(s), if Seller reasonably determines that the Coke production capacity of the Plant is or will be less than *****% of Targeted Coke Production, and Seller is unable to establish or restore such production capacity notwithstanding its good faith and commercially reasonable efforts to do so, then Seller’s obligation to cover such Coke Production Shortfall (either in respect of Third Party Supplied Coke or Purchaser Obtained Coke) shall not exceed twelve (12) months in duration (the “Production Capacity Liability Limitation”).