Common use of Recision Clause in Contracts

Recision. In the event that the Partnership is rendered Insolvent by reason of a breach, default or failure of an agreement, covenant, indemnity, representation or warranty made by LParent in the Contribution Agreement (including the exhibits and schedules thereto) and such breach, default or failure has not been cured as provided in the Contribution Agreement (a "Recision Event"), then CITGO GP shall deliver a notice to Lyondell GP specifying in reasonable detail the particulars of such Recision Event (a "Recision Event Notice"). Within 60 days after the earlier to occur of agreement between the Partners or final judicial determination that a Recision Event has occurred, Lyondell Partners shall purchase CITGO Partners' Interest (a "Recision Purchase") for an amount of cash (the "Recision Purchase Price") equal to the sum, without duplication, of the following amounts, each calculated or determined from the Closing Date to the date of purchase: (i) CITGO Partners' capital contributions made pursuant to Section 6., plus (ii) all Profits allocated to CITGO Partners, minus (iii) all Losses allocated to CITGO Partners and minus (iv) the amount of all distributions actually made to CITGO Partners pursuant to Section 7.4. In the event of a Recision Purchase, CITGO Partners shall execute and deliver to Lyondell Partners such documents as Lyondell Partners shall reasonably require to evidence and effect the Recision Purchase against receipt by CITGO Partners of the Recision Purchase Price. The amount of any debt to CITGO Partners under Section 7.3.(C) shall be deemed to be paid upon payment of the Recision Purchase Price.