TERMINATION AGREEMENT
Exhibit 10.3
Execution Version
This Termination Agreement (this “Agreement”) is entered into on November 21, 2023 by and between USD Clean Fuels LLC, a Delaware limited liability company (“USDCF”), and West Colton Rail Terminal LLC, a Delaware limited liability company (“WCRT”). Each of USDCF and WCRT is referred to herein as a “Party” and, collectively, the “Parties”.
WHEREAS, USDCF and WCRT are parties to that certain Marketing Services Agreement, dated as of June 28, 2021 (as amended, supplemented or otherwise modified prior to the date hereof, the “MSA”); and
WHEREAS, the Parties desire to terminate the MSA in its entirety.
NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agrees as follows:
1. Termination of the MSA. The Parties herby consensually agree that the MSA shall be terminated in its entirety, effective as of November 21, 2023 (the “Termination Date”).
2. No Cross-Termination. For the avoidance of doubt, the termination of the MSA pursuant to this Agreement shall have no effect on any existing terminal services agreements for terminalling services provided by WCRT to UDSCF or related terminal services provided by USDCF at the West Colton Rail Terminal operated by WCRT, including, without limitation, pursuant to that certain Terminal Services Agreement, dated as of June 28, 2021, by and between WCRT and USDCF and that certain Terminal Services Agreement, dated as of June 18, 2021, by and between USDCF and Valero Marketing and Supply Company.
3. Miscellaneous.
(a) Representations and Warranties. Each Party represents and warrants to the other Party that, as of the Termination Date, (i) such first Party has the full legal right and full legal capacity to execute and deliver this Agreement, (ii) such first Party has full power and authority to execute, deliver and perform its obligations under this Agreement, and (iii) this Agreement has been duly executed and delivered by such first Party and is legal, valid, binding and enforceable upon and against such first Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, public policy or other equitable considerations.
(b) Entire Agreement. This Agreement contains the entire understanding of the Parties and supersedes all prior agreements, understandings, negotiations and discussions between the Parties regarding same, whether oral or written. There are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein. No supplement, amendment, alteration, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties.
1
(c) Severability. This Agreement shall be deemed to be severable in nature. If for any reason any paragraph, term or provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, all other valid provisions of this Agreement shall remain in full force and effect. If for any reason any portion of the paragraphs, terms or provisions of this Agreement is held to be too broad or to any extent invalid as written, then the Parties agree that such provisions shall be enforced to the fullest extent to which they may be found enforceable under applicable law.
(d) Binding Effect. This Agreement shall inure to the benefit of and be binding on the Parties and their respective executors, administrators, successors and assigns.
(e) Headings; Counterparts. Titles and headings of the sections and subsections of the Agreement are for the convenience of reference only and do not form part of this Agreement and shall in no way affect its interpretation. This Agreement may be executed in two or more counterparts (including via .pdf file or other electronic form), each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
(f) Further Assurances. Upon the reasonable request of a Party, the other Parties shall perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement.
(g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Texas.
(h) Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(i) Third-Party Beneficiaries. The Parties acknowledge and agree that there are no third party beneficiaries of this Agreement and nothing in this Agreement is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities.
[Remainder of Page Intentionally Left Blank]
2
The Parties have executed this Agreement as of the date first set forth above.
| USD CLEAN FUELS LLC | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Executive Vice President and Chief Financial Officer | |
| WEST COLTON RAIL TERMINAL LLC | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Executive Vice President and Chief Financial Officer | |
[SIGNATURE PAGE TO WEST COLTON TERMINATION AGREEMENT]
