Common use of Liquidation Clause Clause in Contracts

Liquidation Clause. The Parties acknowledge that this Agreement is a “Forward Contract” as defined in the Bankruptcy Code [(11 U.S.C. Sec. 101(25)]. If one Party (the “Defaulting Party”) (i) shall voluntarily file a petition in bankruptcy, reorganization, or receivership or shall be forced by its creditors into bankruptcy, reorganization or receivership, (ii) becomes insolvent or incapable of paying its debts as they become due, or (iii) makes a general assignment for the benefit of creditors, the other Party (the “Liquidating Party”) shall have the immediate right, exercisable in its sole discretion, to liquidate this Agreement and all other forward contracts as defined in the Bankruptcy Code then outstanding between the Parties (whether the Liquidating Party is PBF or Sunoco thereunder) by closing out all such contracts at the then current market prices so that each contract being liquidated is terminated except for the settlement payment referred to below. The Liquidating Party shall calculate the difference, if any, between the price specified in each contract so liquidated, and the market price for the relevant commodity as of the date of liquidation (as determined by the Liquidating Party in any commercially reasonable manner), and aggregate or net such settlement payments, as appropriate, to a single liquidated amount. Payment of said settlement payment will be due and payable within one (1) Banking Day after reasonable notice of liquidation. The liquidation and close-out of this Agreement and all other forward contracts is in addition to any other rights and remedies which the other Party may have.