Inability to Produce Sample Clauses

Inability to Produce. In the event Seller’s Plant is unable to produce sufficient Ethanol quantities to satisfy Approved Transactions, and such inability to produce is not the result of Force Majeure, then in such case Buyer may purchase or arrange for the purchase of such shortfall from other sources, and shall use commercially reasonable efforts to minimize any such cover costs. If Buyer’s direct cover costs for an Approved Transaction for supply of Ethanol to a third party exceed the amounts that Buyer would have paid to Seller hereunder (all as determined on a net basis), then the amount of such excess shall be deducted from the weekly payment described in Section 11.1. Buyer will provide Seller written substantiation of such costs reasonably satisfactory to Seller as soon as practicable.
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Inability to Produce. In the event Seller's Plant is unable to produce sufficient Ethanol quantities to meet Buyer's sales commitments for Forward Contracted Gallons, which sales commitments shall have been previously disclosed in writing to Seller, and such inability to produce is not the result of scheduled Plant shutdowns or Force Majeure, then in such case Buyer may purchase or arrange for the purchase of such shortfall from other sources. The cost of such Ethanol shortfall supplied by Buyer or purchased from such third parties shall be deducted (or credited in the case of a cost savings) from the weekly payment described in Section 7.1. Buyer will provide Seller written substantiation of such costs reasonably satisfactory to Seller as soon as practicable.
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Inability to Produce. In the event Seller’s Plant is unable to produce sufficient Ethanol quantities to meet Buyer’s sales commitments, which sales commitments shall have been previously disclosed to Seller, and such inability to produce is not the result of Force Majeure, then in such case Buyer may purchase ethanol in the market place at such reasonable price and in such reasonable quantity as is required to meet its delivery obligations; provided, however, that prior to making such purchases, Buyer shall communicate the terms and conditions of such purchases to Seller and shall obtain the consent of Seller to such purchases which consent shall not be unreasonably withheld. If Buyer does so, and as a result thereof incurs a financial loss, Seller will reimburse Buyer for any such loss. Under such circumstances, if Buyer realizes a financial gain, it will pay such gain to Seller. Buyer will provide Seller written substantiation of such costs reasonably satisfactory to Seller as soon as practicable.
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Inability to Produce. In the event Seller's Plant is unable to produce sufficient Fuel Ethanol quantities to meet Buyer's sales commitments, which sales commitments shall have been previously disclosed to Seller, and such inability to produce is not the result of Force Majeure, then in such case Buyer may purchase or arrange for the purchase of such shortfall from other sources; provided that Buyer shall use its best commercial efforts to obtain such replacement Fuel Ethanol at the lowest costs available to it. The revenue from and the cost of such Fuel Ethanol shortfall supplied by Buyer or purchased from such third parties shall be deducted from or added to the weekly payment described in Section 7.1. Buyer will provide to Seller as soon as practicable written substantiation of such costs reasonably satisfactory to Seller. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
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Related to Inability to Produce

  • Inability to Pay Any Borrower or any Guarantor shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

  • Inability to Supply XXXX will provide MBF with a prior written notice of any anticipated production downtime or disruption to Biodiesel production at the XXXX facility caused by operational (minimum of three (3) calendar days’ notice) or maintenance issues (minimum of ten (10) calendar days’ notice) and provide detailed descriptions (including specifications and feedstock) of any available amounts of Biodiesel that XXXX would propose to supply in replacement of any volumes of Biodiesel that cannot be provided by the XXXX facility due to a default of XXXX to perform hereunder. Such proposed replacement Biodiesel that (a) meets or exceeds the Biodiesel specifications contained in Section 5 hereof, (b) is produced using the same feedstock type or feedstock blend, (c) is produced using feedstocks meeting the same sustainability criteria as the Feedstock from with the Biodiesel being replaced would have been produced, (d) is of like kind and quality, (e) is available at the MBF’s intended port of embarkation for the Biodiesel being replaced (or such other port that the MBF agrees to in writing in its sole discretion and in advance, in which case the XXXX will reimburse MBF for the Incremental Transportation *** Confidential material redacted and filed separately with the Commission. Costs associated with such substitute port) on or before the date on which the Biodiesel that is being replaced was to be at such port of embarkation, and (f) is offered by XXXX for sale to MBF, free and clear of any liens or claims of any third party, for the price equal to the Toll Fee that MBF would have been obligated to pay hereunder for the Biodiesel being replaced (“XXXX Replacement Biodiesel Price”), shall be referred to as “XXXX Replacement Biodiesel.” If all above criteria are met, MBF will accept the XXXX Replacement Biodiesel, and upon delivery XXXX will reimburse MBF for the Incremental Transportation Costs and MBF shall pay to XXXX the XXXX Replacement Biodiesel Price. Any proposed replacement Biodiesel that is not XXXX Replacement Biodiesel shall be referred to as “Third Party Replacement Biodiesel.” In the event that XXXX’x notice offers Third Party Replacement Biodiesel, MBF shall have the sole discretion to accept or reject such Third Party Replacement Biodiesel. If MBF does not accept an offer of Third Party Replacement Biodiesel within three (3) business days of XXXX’x notice, such offer shall be deemed rejected. If MBF accepts such offer of Third Party Replacement Biodiesel, upon delivery XXXX will reimburse MBF for the Incremental Transportation Costs and MBF shall pay to XXXX a price equal to the Toll Fee that MBF would have been obligated to pay hereunder for the Biodiesel being replaced (“Third Party Replacement Biodiesel Price”). If XXXX delivers XXXX Replacement Biodiesel to MBF, and/or if MBF elects to accept Third Party Replacement Biodiesel, then XXXX will be deemed to have performed its obligation with respect to the volume of XXXX Replacement Biodiesel and/or the accepted volume of Third Party Replacement Biodiesel, as applicable; provided that XXXX reimburses MBF for the Incremental Transportation Costs of any XXXX or approved Third Party Replacement Biodiesel. If XXXX delivers XXXX Replacement Biodiesel to MBF, and/or if MBF elects to accept Third Party Replacement Biodiesel, then XXXX will become the owner of the Feedstock that XXXX failed to process into Biodiesel, free and clear of any liens or claims of any third party, up to the volume of XXXX Replacement Biodiesel delivered and/or the accepted volume of Third Party Replacement Biodiesel, as applicable, multiplied by a factor of *** for tallow Feedstock, and multiplied by a factor of *** for soybean oil Feedstock. Title to such Feedstock will pass to XXXX only upon delivery and passage of title, free and clear of any liens or claims of any third party, to MBF of the XXXX Replacement Biodiesel and/or the accepted Third Party Replacement Biodiesel, as applicable. If XXXX does not offer XXXX Replacement Biodiesel and/or Third Party Replacement Biodiesel, or if MBF does not accept the Third Party Replacement Biodiesel offered, as applicable, XXXX’x failure to deliver the committed Biodiesel shall, subject to the default provisions of this Agreement, constitute a default of this Agreement.

  • Inability to Perform This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of the Landlord.

  • Inability to Obtain Authority The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

  • Inability to Pay Debts The Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

  • Ability to Abandon CVR A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs for consideration in its sole discretion.

  • Ability to Perform; Solvency The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Seller's creditors;

  • The Services The HSP agrees to provide the Services on the terms and conditions of this PFA including all of its Appendices and schedules.

  • Inability to Determine LIBOR In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders.

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