Common use of Repair or Replacement Clause in Contracts

Repair or Replacement. (i) In the event of a Casualty or Taking between the Effective Date and the Closing Date, Seller shall elect, at its option, to either (A) repair or replace or make adequate provision for the repair or replacement of the Damaged Portion of the Purchased Assets at Seller’s cost prior to the Closing, in which case Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date (and the End Date, if necessary) shall be deferred until three (3) Business Days after repairs 38 or replacement have been completed and the Damaged Portion of the Purchased Assets is fully repaired or restored to the condition thereof immediately prior to such Casualty or Taking in accordance with applicable Laws or Orders, or (B) negotiate with Buyer to reduce the Purchase Price to reflect the cost to repair or replace the Damaged Portion of the Purchased Assets and the post-Closing loss of net income associated with such business interruption (such repair or replacement costs and loss of net income, the “Repair Costs”). Notwithstanding the foregoing, Seller’s election in clause (A) of this Section 8.5(b)(i) shall be unavailable and clause (B) of this Section 8.5(b)(i) shall apply if the Damaged Portion of the Purchased Assets cannot reasonably be expected to be fully repaired or restored to the condition thereof immediately prior to such Casualty or Taking in accordance with applicable Laws or Orders on or before the date that is 180 days following the occurrence of the Casualty or Taking (the “Casualty Event Termination Date”) (ii) If Seller and Buyer agree on the Repair Costs within fifteen (15) days of Buyer’s receipt of Seller’s notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyer’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed. (iii) If Seller and Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), Buyer or Seller may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyer and Seller to evaluate the Damaged Portion of the Purchased Assets and the loss of net income associated with such business interruption and deliver to Buyer and Seller its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. If the Third-Party Estimate is less than the Buyer Casualty Threshold (or greater than the Buyer Casualty Threshold or Seller Casualty Threshold, as applicable, and neither party terminates the Agreement as permitted pursuant to Section 8.5(b)(iv)), Buyer’s obligation to effect the Closing shall not be affected and Buyer and Seller shall mutually resolve the Repair Cost Dispute after the Closing in accordance with the provisions of Section 2.3 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.3), with a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (iv) Notwithstanding the foregoing, and subject to Section 8.5(f), if the Repair Costs as agreed to by Buyer and Seller or the Third-Party Estimate, as applicable, (A) is equal to or greater than the Buyer Casualty Threshold, Buyer may elect, by giving Seller written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, or (B) is equal to or greater than the Seller Casualty Threshold, Seller may elect, by giving Buyer written notice of election within fifteen (15) days of receipt of the Third Party Estimate, to terminate this Agreement without further obligation hereunder, except as provided in Section 11.2.

Repair or Replacement. (ia) In the event of a Casualty or Taking between the Effective Execution Date and the Closing Date, Seller Sellers shall elect, at its their option, to either (Ai) repair or replace or make adequate provision for the repair or replacement of the Damaged Portion of the Purchased Assets affected Asset at Seller’s Sellers’ cost prior to the Closing, in which case Buyer’s Buyers’ obligation to effect the Closing shall not be affected, but the Closing Date (and the End Date, if necessary) shall be deferred until three (3) Business Days after repairs 38 or replacement have been completed and the Damaged Portion of the Purchased Assets is fully repaired or affected Asset has been restored to the condition thereof immediately performance substantially comparable in all material respects to that prior to such the Casualty or Taking in accordance with applicable Laws or OrdersTaking, or and/or (Bii) negotiate with Buyer Buyers to reduce the Purchase Price by an amount agreed to by Sellers and Buyers to reflect the cost to repair or replace the Damaged Portion of the Purchased affected Assets and the post-Closing loss of net income associated with such business interruption (such repair or replacement costs and loss of net income, the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.5. Notwithstanding the foregoing, Seller’s Sellers’ election in clause (Ai) of this Section 8.5(b)(i10.2(a) shall be unavailable and clause (Bii) of this Section 8.5(b)(i10.2(a) shall apply if the Damaged Portion of the Purchased Assets cannot required repairs or replacements could reasonably be expected to be fully repaired or restored to the condition thereof immediately prior to such Casualty or Taking result in accordance with applicable Laws or Orders on or before the date that is 180 days following the occurrence an extension of the Casualty or Taking Closing Date for more than sixty (the “Casualty Event Termination Date”)60) days. (iib) If Seller Sellers and Buyer Buyers agree on the Repair Costs within fifteen (15) days of Buyer’s Buyers’ receipt of Seller’s Sellers’ notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyer’s Buyers’ obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed. (iiic) If Seller Sellers and Buyer Buyers do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), Buyer or Seller either party may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyer Buyers and Seller Sellers to evaluate the Damaged Portion of the Purchased affected Assets and the loss of net income associated with such business interruption and deliver to Buyer Buyers and Seller Sellers its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. . (i) If the Third-Party Estimate is less than the Buyer Casualty Threshold fifty million Dollars (or greater than the Buyer Casualty Threshold or Seller Casualty Threshold, as applicable, and neither party terminates the Agreement as permitted pursuant to Section 8.5(b)(iv)$50,000,000), Buyer’s Buyers’ obligation to effect the Closing shall not be affected and Buyer and Seller the parties shall mutually resolve submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures for resolution after the Closing in accordance with the provisions of Section 2.3 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.3)Closing, with a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (ivii) Notwithstanding the foregoing, and subject to Section 8.5(f), if the Repair Costs as agreed to by Buyer and Seller or If the Third-Party Estimate, as applicable, (A) Estimate is equal to or greater than the Buyer Casualty Thresholdfifty million Dollars ($50,000,000), Buyer Buyers may elect, by giving Seller Sellers written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, or (B) is equal to or greater than the Seller Casualty Threshold, Seller may elect, by giving Buyer written notice of election within fifteen (15) days of receipt of the Third Party Estimate, to terminate this Agreement (other than Section 5.4, Section 5.6, Section 11.2, Section 12.6(c), Section 12.7, Section 12.8, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation hereunder, except as provided in Section 11.2to Seller.

Repair or Replacement. (ia) In the event of a Casualty or Taking between the Effective Execution Date and the Closing DateDate affecting the tangible Assets, Seller shall elect, at its option, elect (i) to either (A) repair or replace or make adequate provision for the repair or replacement of the Damaged Portion of the Purchased Assets affected Asset at Seller’s cost prior to the Closing, in which case Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date (and the End Date, if necessary) shall be deferred until three (3) Business Days after repairs 38 or replacement have been completed and the Damaged Portion of the Purchased Assets is fully repaired or affected Asset has been restored to the condition thereof immediately performance substantially comparable in all material respects to that prior to such the Casualty or Taking in accordance with applicable Laws or Orders, or and/or (Bii) to negotiate with Buyer to reduce the Purchase Price by an amount agreed to by Seller and Buyer to reflect the cost to repair or replace the Damaged Portion of the Purchased affected Assets and the post-Closing loss of net income and associated with such business interruption caused by customer and commercial disruption, as may be mutually agreed to by Buyer and Seller (such repair or replacement costs and loss of net income, the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 9.5. Notwithstanding the foregoing, the Seller’s election in clause (Ai) of this Section 8.5(b)(i9.2(a) shall be unavailable and clause (Bii) of this Section 8.5(b)(i9.2(a) shall apply if the Damaged Portion of the Purchased Assets cannot required repairs or replacements could reasonably be expected to be fully repaired or restored to the condition thereof immediately prior to such Casualty or Taking result in accordance with applicable Laws or Orders on or before the date that is 180 days following the occurrence an extension of the Casualty or Taking (the “Casualty Event Termination Date”)Closing Date for more than 45 days. (iib) If Seller and Buyer agree on the Repair Costs within fifteen (15) 15 days of Buyer’s receipt of Seller’s notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyer’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed. (iiic) If Seller and Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), Buyer or Seller either party may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyer and Seller to evaluate the Damaged Portion of the Purchased affected Assets and the loss of net income associated with such business interruption and deliver to Buyer and Seller its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) 15 days after the end of the Repair Negotiation Period. . (i) If the Third-Party Estimate is less than the Buyer Casualty Threshold (or greater than the Buyer Casualty Threshold or Seller Casualty Threshold, as applicable, and neither party terminates the Agreement as permitted pursuant to Section 8.5(b)(iv))$100,000,000, Buyer’s obligation to effect the Closing shall not be affected affected, but the Purchase Price shall be reduced by the amount of the Third-Party Estimate and Buyer and Seller the parties shall mutually resolve submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures after the Closing in accordance with the provisions of Section 2.3 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.3)Closing, with a post-Closing adjustment to of the Purchase Price equal to the difference between the Third-Party Estimate and the finally-determined Repair Costs. (ivii) Notwithstanding the foregoing, and subject to Section 8.5(f), if the Repair Costs as agreed to by Buyer and Seller or If the Third-Party Estimate, as applicable, (A) Estimate is equal to or greater than the Buyer Casualty Threshold$100,000,000, Buyer may elect, by giving Seller written notice of election within fifteen (15) 15 days of receipt of the Third-Party Estimate, or (B) is equal to or greater than the Seller Casualty Threshold, Seller may elect, by giving Buyer written notice of election within fifteen (15) days of receipt of the Third Party Estimate, to terminate this Agreement (other than Section 6.6, Section 10.2, Section 11.6(c), Section 11.8, Section 11.9, Section 11.10, Section 12.3 and Section 12.4, which shall continue in effect) without further obligation hereunderto Seller, except as provided in Section 11.2which event Seller shall return the Deposit (together with all interest or earnings thereon) to Buyer within five Business Days of receipt of Buyer’s notice of termination.

Repair or Replacement. (ia) In the event of a Casualty or Taking between the Effective Execution Date and the Closing Date, Seller shall elect, at its option, to either (Ai) repair or replace or make adequate provision for the repair or replacement of the Damaged Portion of the affected Purchased Assets Asset at Seller’s cost prior to the Closing, in which case Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date (and the End Termination Date, if necessary) shall be deferred until three (3) Business Days after repairs 38 or replacement have been completed and the Damaged Portion of the affected Purchased Assets is fully repaired or Asset has been restored to the condition thereof immediately performance substantially comparable in all material respects to that prior to such the Casualty or Taking in accordance with applicable Laws or OrdersTaking, or (Bii) negotiate with Buyer to reduce the Purchase Price to reflect the cost to repair or replace the Damaged Portion of the affected Purchased Assets and the post-Closing loss of net income associated with such business interruption (such repair or replacement costs and loss of net income, the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 12.05. Notwithstanding the foregoing, Seller’s election in clause (Ai) of this Section 8.5(b)(i12.02(a) shall be unavailable and clause (Bii) of this Section 8.5(b)(i12.02(a) shall apply if the Damaged Portion of the Purchased Assets cannot required repairs or replacements would reasonably be expected to be fully repaired or restored result in an extension of the Termination Date for more than ninety (90) days. (b) If Seller has elected to negotiate a reduced Purchase Price pursuant to the condition thereof immediately prior to such Casualty or Taking in accordance with applicable Laws or Orders on or before the date that is 180 days following the occurrence first sentence of the Casualty or Taking (the “Casualty Event Termination Date”Section 12.02(a) (ii) If , and Seller and Buyer agree on the Repair Costs within fifteen (15) days of Buyer’s receipt of Seller’s notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyer’s Buyers’ obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed. (iiic) If Seller and Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), Buyer or Seller may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyer and Seller to evaluate the Damaged Portion of the affected Purchased Assets and the loss of net income associated with such business interruption and deliver to Buyer and Seller its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. If the Third-Party Estimate is less than the Buyer Casualty Threshold $40,000,000 (or greater than the Buyer Casualty Threshold or Seller Casualty Threshold, as applicable, $40,000,000 and neither party terminates the Agreement as permitted pursuant to Section 8.5(b)(iv)12.02(d), Buyer’s obligation to effect the Closing shall not be affected and Buyer and Seller shall mutually resolve the Repair Cost Dispute after the Closing in accordance with the provisions of Section 2.3 2.13 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.32.13), with a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (ivd) Notwithstanding the foregoing, and subject to Section 8.5(f), if the Repair Costs as agreed to by Buyer and Seller or the Third-Party Estimate, as applicable, (A) is equal to or greater than the Buyer Casualty Threshold$40,000,000, Buyer or Seller may elect, by giving Seller the other party written notice of its election within fifteen three (153) days Business Days of receipt of the Third-Party Estimate, or (B) is equal to or greater than the Seller Casualty Threshold, Seller may elect, by giving Buyer written notice of election within fifteen (15) days of receipt of the Third Party Estimateas applicable, to terminate this Agreement without further obligation hereunderto the other parties, except as provided in Section 11.214.02. In no event will the Closing occur prior to the expiration of such three (3) Business Day period unless otherwise agreed by Buyer and Seller.

Repair or Replacement. (i) In the event of a Casualty or Taking between the Effective Date and the Closing Date, Seller Sellers shall elect, at its their option, to either (A) repair or replace or make adequate provision for the repair or replacement of the Damaged Portion of the Purchased Assets at Seller’s Sellers’ cost prior to the Closing, in which case Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date (and the End Date, if necessary) shall be deferred until three (3) Business Days after repairs 38 or replacement have been completed and the Damaged Portion of the Purchased Assets is fully repaired or restored to the condition thereof immediately prior to such Casualty or Taking in accordance with applicable Laws or Orders, or (B) negotiate with Buyer to reduce the Purchase Price to reflect the cost to repair or replace the Damaged Portion of the Purchased Assets and the post-Closing loss of net income associated with such business interruption (such repair or replacement costs and loss of net income, the “Repair Costs”). Notwithstanding the foregoing, Seller’s election in clause (A) of this Section 8.5(b)(i) shall be unavailable and clause (B) of this Section 8.5(b)(i) shall apply if the Damaged Portion of the Purchased Assets cannot reasonably be expected to be fully repaired or restored to the condition thereof immediately prior to such Casualty or Taking in accordance with applicable Laws or Orders on or before the date that is 180 days following the occurrence of the Casualty or Taking (the “Casualty Event Termination Date”) (ii) If the applicable Seller and Buyer agree on the Repair Costs within fifteen (15) days of Buyer’s receipt of Seller’s Sellers’ notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyer’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed.. 35 (iii) If the applicable Seller and Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), Buyer or the applicable Seller may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyer and the applicable Seller to evaluate the Damaged Portion of the Purchased Assets and the loss of net income associated with such business interruption and deliver to Buyer and the applicable Seller its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. If the Third-Party Estimate is less than the Buyer Casualty Threshold (or greater than the Buyer Casualty Threshold or Seller Casualty Threshold, as applicable, and neither party terminates the Agreement as permitted pursuant to Section 8.5(b)(iv)), Buyer’s obligation to effect the Closing shall not be affected and Buyer and Seller shall mutually resolve the Repair Cost Dispute after the Closing in accordance with the provisions of Section 2.3 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.3), with a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (iv) Notwithstanding the foregoing, and subject to Section 8.5(f), if the Repair Costs as agreed to by Buyer and the applicable Seller or the Third-Party Estimate, as applicable, (A) is equal to or greater than the Buyer Casualty Threshold, Buyer may elect, by giving Seller Sellers written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, or (B) is equal to or greater than the Seller Casualty Threshold, Seller Sellers may elect, by giving Buyer written notice of election within fifteen (15) days of receipt of the Third Party Estimate, to terminate this Agreement without further obligation hereunder, except as provided in Section 11.2.

Repair or Replacement. (i) 16.2.1 In the event of a Casualty or Taking between the Effective Execution Date and the Closing DateDate affecting the Purchased Assets and Business for which the associated repair or replacement costs as determined by the Sellers in good faith could reasonably be expected to be less than one hundred fifty million dollars ($150,000,000), Seller Sellers shall elect, at its their option, to either (Ai) repair or replace or make adequate provision for the repair or replacement of the Damaged Portion of the affected Purchased Assets Asset at Seller’s Sellers’ cost prior to the Closing, in which case Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date (and the End Date, if necessary) shall be deferred until three (3) Business Days after repairs 38 or replacement have been completed and the Damaged Portion of the affected Purchased Assets is fully repaired or Asset has been restored to the condition thereof immediately performance substantially comparable in all material respects to that prior to such the Casualty or Taking in accordance with applicable Laws or OrdersTaking, or and/or (Bii) negotiate with Buyer to reduce the Purchase Price by an amount agreed to by Sellers and Buyer to reflect the cost to repair or replace the Damaged Portion of the affected Purchased Assets and the post-Closing loss of net income associated with such business interruption Asset as determined by Sellers in good faith (such repair or replacement costs and loss of net incomecollectively, the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 16.5. Notwithstanding the foregoing, Seller’s Sellers’ election in clause (Ai) of this Section 8.5(b)(i) 16.2.1 shall be unavailable and clause (Bii) of this Section 8.5(b)(i) 16.2.1 shall apply if the Damaged Portion of the Purchased Assets cannot reasonably be expected to be fully repaired required repairs or restored to the condition thereof immediately prior to such Casualty or Taking in accordance with applicable Laws or Orders on or before the date that is 180 days following the occurrence of the Casualty or Taking (the “Casualty Event Termination Date”)days. (ii) 16.2.2 If Seller Sellers and Buyer agree on the Repair Costs within fifteen (15) days of Buyer’s receipt of Seller’s Sellers’ notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyer’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed, together with an additional reduction to the Purchase Price as mutually agreed between the Parties with respect to the reasonably anticipated post-Closing loss of net income of the Business deriving from the operation of the Purchased Assets attributable to the Casualty (the “Casualty Post-Closing Income Adjustment”). (iii) 16.2.3 If Seller Sellers and Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), Buyer or Seller either Party may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyer ▇▇▇▇▇ and Seller Sellers to evaluate the Damaged Portion of the affected Purchased Assets and the loss of net income associated with such business interruption and deliver to Buyer and Seller Sellers its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen thirty (1530) days after the end appointment of the Repair Negotiation Period. such engineering company. 16.2.3.1 If the Third-Party Estimate is less than the Buyer Casualty Threshold one hundred fifty million dollars (or greater than the Buyer Casualty Threshold or Seller Casualty Threshold, as applicable, and neither party terminates the Agreement as permitted pursuant to Section 8.5(b)(iv)$150,000,000), Buyer’s obligation to effect the Closing shall not be affected and Buyer and Seller shall mutually resolve the parties may submit the Repair Cost Dispute to binding arbitration pursuant to Section 19.10 for final resolution after the Closing in accordance with the provisions of Section 2.3 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.3)Closing, with a post-Closing adjustment to the Purchase Price equal to the Repair Costs finally-determined Repair Costspursuant to such arbitration, together with an additional reduction to the Purchase Price to reflect the Casualty Post-Closing Income Adjustment. (iv) Notwithstanding the foregoing, and subject to Section 8.5(f), if the Repair Costs as agreed to by Buyer and Seller or 16.2.3.2 If the Third-Party Estimate, as applicable, (A) Estimate is equal to or greater than the Buyer Casualty Thresholdone hundred fifty million dollars ($150,000,000), Buyer may elect, by giving Seller Sellers written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, or (B) is equal to or greater than the Seller Casualty Threshold, Seller may elect, by giving Buyer written notice of election within fifteen (15) days of receipt of the Third Party Estimate, to terminate this Agreement (other than Sections 15.5.1, 15.9, 18.2, 19.1, 19.6, 19.9 and 19.10, which shall continue in effect) without further obligation hereunderto Sellers. 16.2.4 If Sellers and Buyer do not agree on the Casualty Post-Closing Income Adjustment within the Repair Negotiation Period, except as provided in either Party may request a refining industry consultant that shall be mutually agreed to by ▇▇▇▇▇ and Sellers to evaluate the reasonably anticipated post-Closing loss of net income attributable to the Casualty and deliver to Buyer and Sellers its determination of the amount thereof within thirty (30) days after the appointment of such refining industry consultant. Either party may submit such determination to binding arbitration pursuant to Section 11.219.10 for final resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the Casualty Post-Closing Income Adjustment finally-determined pursuant to such arbitration.

Repair or Replacement. (ia) In the event of a Casualty or Taking between during the Effective Date and Interim Period affecting the Closing Datetangible Assets, Seller shall elect, at its option, elect (i) to either (A) repair or replace or make adequate provision for the repair or replacement of the Damaged Portion of the Purchased Assets affected Asset at Seller’s cost prior to the Closing, in which case Buyer’s obligation Obligation to effect the Closing shall not be affected, but the Closing Date (and the End Date, if necessary) shall be deferred until three (3) Business Days after repairs 38 or replacement have been completed and the Damaged Portion of the Purchased Assets is fully repaired or affected Asset has been restored to the condition thereof immediately performance substantially comparable in all material respects to that prior to such the Casualty or Taking in accordance with applicable Laws or Orders, or (Bii) to negotiate with Buyer to reduce the Purchase Price by an amount agreed to by Seller and Buyer to reflect the cost to repair or replace the Damaged Portion of the Purchased Assets affected Assets, as may be mutually agreed to by Buyer and the post-Closing loss of net income associated with such business interruption Seller (such repair or replacement costs and loss of net income, the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 9.5. Notwithstanding the foregoing, Seller’s election in clause (Ai) of this Section 8.5(b)(i9.2(a) shall be unavailable and clause (Bii) of this Section 8.5(b)(i9.2(a) shall apply if the Damaged Portion of the Purchased Assets cannot required repairs or replacements would reasonably be expected to be fully repaired or restored to the condition thereof immediately prior to such Casualty or Taking result in accordance with applicable Laws or Orders on or before the date that is 180 days following the occurrence an extension of the Casualty or Taking Closing Date for more than forty-five (the “Casualty Event Termination Date”)45) days. (iib) If Seller and Buyer agree on the Repair Costs within fifteen (15) days of Buyer’s receipt of Seller’s notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyer’s obligation Obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the amount of the Repair Costs so agreedagreed that exceeds $5,000,000. (iiic) If Seller and Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), Buyer or Seller either party may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyer and Seller to evaluate the Damaged Portion of the Purchased affected Assets and the loss of net income associated with such business interruption and deliver to Buyer and Seller its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. . (i) If the Third-Party Estimate is equal to or less than the Buyer Casualty Threshold (or greater than the Buyer Casualty Threshold or Seller Casualty Threshold, as applicable, and neither party terminates the Agreement as permitted pursuant to Section 8.5(b)(iv))$5 million, Buyer’s obligation Obligation to effect the Closing shall not be affected and Buyer and Seller the Parties shall mutually resolve submit the Repair Cost Dispute to binding arbitration for resolution after the Closing in accordance with the provisions of Section 2.3 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.3)Closing, with a post-Closing adjustment to the Purchase Price equal to the amount by which the finally-determined Repair CostsCosts exceed $5 million in the aggregate. (ivii) Notwithstanding the foregoing, and subject to Section 8.5(f), if the Repair Costs as agreed to by Buyer and Seller or If the Third-Party Estimate, as applicable, (A) Estimate is equal to or greater than $5 million but less than $20 million, Buyer’s Obligation to effect the Buyer Casualty ThresholdClosing shall not be affected, but the Closing Date Payment shall be reduced by the amount that the Third-Party Estimate exceeds $5 million in the aggregate and the Parties shall submit the Repair Cost Dispute to binding arbitration after the Closing, with a post-Closing adjustment of the Purchase Price equal to the amount by which the difference between the Third-Party Estimate and the finally-determined Repair Costs exceed $5 million in the aggregate. (iii) If the Third-Party Estimate is equal to or greater than $20 million, either Seller or Buyer may elect, by giving Seller the other Party written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, or (B) is equal to or greater than the Seller Casualty Threshold, Seller may elect, by giving Buyer written notice of election within fifteen (15) days of receipt of the Third Party Estimate, to terminate this Agreement without further obligation hereunderpursuant to Section 10.1(e); provided, except as provided however, that if within such time period, Buyer is ready and able to proceed to Closing and agrees in writing to (x) waive the closing condition set forth in Section 11.28.3(e) with respect to the Refinery Turnaround and Startup Activities and satisfaction of the Startup Criteria and (y) to hold the Closing within five (5) Business Days of such agreement, then Seller shall not elect to terminate this Agreement pursuant to this Section or Section 10.1(e).

Repair or Replacement. (ia) In the event of a Casualty or Taking between during the Effective Date and Interim Period affecting the Closing Datetangible Assets, Seller shall elect, at its option, elect (i) to either (A) repair or replace or make adequate provision for the repair or replacement of the Damaged Portion of the Purchased Assets affected Asset at Seller’s 's cost prior to the Closing, in which case Buyer’s obligation 's Obligation to effect the Closing shall not be affected, but the Closing Date (and the End Date, if necessary) shall be deferred until three (3) Business Days after repairs 38 or replacement have been completed and the Damaged Portion of the Purchased Assets is fully repaired or affected Asset has been restored to the condition thereof immediately performance substantially comparable in all material respects to that prior to such the Casualty or Taking in accordance with applicable Laws or Orders, or (Bii) to negotiate with Buyer to reduce the Purchase Price by an amount agreed to by Seller and Buyer to reflect the cost to repair or replace the Damaged Portion affected Assets, as may be mutually agreed to by Buyer and Seller (the "Repair Costs"), in which case, in the event of a Repair Cost Dispute, the Purchased Assets Closing Date and the post-Closing loss of net income associated with such business interruption (such repair or replacement costs and loss of net income, the “Repair Costs”)Termination Date shall be deferred as provided in Section 9.5. Notwithstanding the foregoing, Seller’s 's election in clause (Ai) of this Section 8.5(b)(i9.2(a) shall be unavailable and clause (Bii) of this Section 8.5(b)(i9.2(a) shall apply if the Damaged Portion of the Purchased Assets cannot required repairs or replacements would reasonably be expected to be fully repaired or restored to the condition thereof immediately prior to such Casualty or Taking result in accordance with applicable Laws or Orders on or before the date that is 180 days following the occurrence an extension of the Casualty or Taking Closing Date for more than forty-five (the “Casualty Event Termination Date”)45) days. (iib) If Seller and Buyer agree on the Repair Costs within fifteen (15) days of Buyer’s 's receipt of Seller’s 's notice of the Casualty or Taking (the “"Repair Negotiation Period”"), Buyer’s obligation 's Obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the amount of the Repair Costs so agreedagreed that exceeds $5,000,000. (iiic) If Seller and Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “"Repair Cost Dispute”"), Buyer or Seller either party may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyer and Seller to evaluate the Damaged Portion of the Purchased affected Assets and the loss of net income associated with such business interruption and deliver to Buyer and Seller its written estimate of the Repair Costs (the “"Third-Party Estimate”") within fifteen (15) days after the end of the Repair Negotiation Period. . (i) If the Third-Party Estimate is equal to or less than the Buyer Casualty Threshold (or greater than the Buyer Casualty Threshold or Seller Casualty Threshold, as applicable, and neither party terminates the Agreement as permitted pursuant to Section 8.5(b)(iv))$5 million, Buyer’s obligation 's Obligation to effect the Closing shall not be affected and Buyer and Seller the Parties shall mutually resolve submit the Repair Cost Dispute to binding arbitration for resolution after the Closing in accordance with the provisions of Section 2.3 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.3)Closing, with a post-Closing adjustment to the Purchase Price equal to the amount by which the finally-determined Repair CostsCosts exceed $5 million in the aggregate. (ivii) Notwithstanding the foregoing, and subject to Section 8.5(f), if the Repair Costs as agreed to by Buyer and Seller or If the Third-Party Estimate, as applicable, (A) Estimate is equal to or greater than $5 million but less than $20 million, Buyer's Obligation to effect the Buyer Casualty ThresholdClosing shall not be affected, but the Closing Date Payment shall be reduced by the amount that the Third-Party Estimate exceeds $5 million in the aggregate and the Parties shall submit the Repair Cost Dispute to binding arbitration after the Closing, with a post-Closing adjustment of the Purchase Price equal to the amount by which the difference between the Third-Party Estimate and the finally-determined Repair Costs exceed $5 million in the aggregate. (iii) If the Third-Party Estimate is equal to or greater than $20 million, either Seller or Buyer may elect, by giving Seller the other Party written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, or (B) is equal to or greater than the Seller Casualty Threshold, Seller may elect, by giving Buyer written notice of election within fifteen (15) days of receipt of the Third Party Estimate, to terminate this Agreement without further obligation hereunderpursuant to Section 10.1(e); provided, except as provided however, that if within such time period, Buyer is ready and able to proceed to Closing and agrees in writing to (x) waive the closing condition set forth in Section 11.28.3(e) with respect to the Refinery Turnaround and Startup Activities and satisfaction of the Startup Criteria and (y) to hold the Closing within five (5) Business Days of such agreement, then Seller shall not elect to terminate this Agreement pursuant to this Section or Section 10.1(e).

Repair or Replacement. (i) In the event of a Casualty or Taking between from the Effective Date and date hereof until the Closing DateClosing, Seller shall elect, at its option, elect by written notice to either Purchaser given within five (A5) Business Days after Seller becomes aware of the occurrence of a Casualty or Taking (i) to repair or replace or make adequate provision for the repair or replacement of the Damaged Portion of the Purchased Assets affected asset at Seller’s cost prior to the Closing, in which case BuyerPurchaser’s obligation to effect the Closing shall not be affected, but the Closing Date (and the End Outside Date, if necessary) shall be deferred until three (3) Business Days after repairs 38 or replacement have been completed and the Damaged Portion of the Purchased Assets is fully repaired or affected asset has been restored to the condition thereof immediately performance substantially comparable in all material respects to that prior to such the Casualty or Taking in accordance with applicable Laws or OrdersTaking, or and/or (Bii) to negotiate with Buyer Purchaser to reduce the Purchase Base Price by an amount agreed to by Seller and Purchaser to reflect the cost to repair or replace the Damaged Portion of the Purchased Assets affected assets and the post-Closing loss of net income and associated with such business interruption caused by customer and commercial disruption, as may be mutually agreed to by Purchaser and Seller (such repair or replacement costs and loss of net income, the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date shall be deferred as provided in Section 7.6(e). Notwithstanding the foregoing, Seller’s election in clause (Ai) of this Section 8.5(b)(i7.6(b)(i) shall be unavailable and clause (Bii) of this Section 8.5(b)(i7.6(b)(i) shall apply if the Damaged Portion of the Purchased Assets cannot required repairs or replacements would reasonably be expected to be fully repaired or restored to the condition thereof immediately prior to such Casualty or Taking result in accordance with applicable Laws or Orders on or before the date that is 180 days following the occurrence an extension of the Casualty or Taking Outside Date for more than sixty (the “Casualty Event Termination Date”)60) days. (ii) If Seller and Buyer Purchaser agree on the Repair Costs within fifteen (15) days of BuyerPurchaser’s receipt of Seller’s notice of the Casualty or Taking (the “Repair Negotiation Period”), BuyerPurchaser’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the amount of the Repair Costs so agreed. (iii) If Seller and Buyer Purchaser do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), Buyer or Seller either Party may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyer Purchaser and Seller to evaluate the Damaged Portion of the Purchased Assets and the loss of net income associated with such business interruption affected assets and deliver to Buyer Purchaser and Seller its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. . a. If the Third-Party Estimate is less than [***]% of the Buyer Casualty Threshold (or greater than the Buyer Casualty Threshold or Seller Casualty ThresholdBase Price, as applicable, and neither party terminates the Agreement as permitted pursuant to Section 8.5(b)(iv)), BuyerPurchaser’s obligation to effect the Closing shall not be affected and Buyer and Seller the Parties shall mutually resolve submit the Repair Cost Dispute to binding arbitration for resolution after the Closing in accordance with the provisions of Section 2.3 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.3)Closing, with a post-Closing adjustment to the Purchase Base Price equal to the amount of the finally-determined Repair Costs. (iv) Notwithstanding the foregoing, and subject to Section 8.5(f), if the Repair Costs as agreed to by Buyer and Seller or b. If the Third-Party Estimate, as applicable, (A) Estimate is equal to or greater than [***]% of the Buyer Casualty ThresholdBase Price and Seller has not elected by written notice delivered to Purchaser within five (5) Business Days of the receipt of the Third-Party Estimate to bear the cost thereof, Buyer either Seller or Purchaser may elect, by giving Seller the other Party written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, or (B) is equal to or greater than the Seller Casualty Threshold, Seller may elect, by giving Buyer written notice of election within fifteen (15) days of receipt of the Third Party Estimate, to terminate this Agreement without further obligation hereunder, except as provided in pursuant to Section 11.29.1(a) (to which the other Party shall be deemed to have consented).

Repair or Replacement. (i) 16.2.1 In the event of a Casualty or Taking between the Effective Execution Date and the Closing DateDate affecting the Purchased Assets and Business for which the associated repair or replacement costs as determined by the Sellers in good faith could reasonably be expected to be less than one hundred fifty million dollars ($150,000,000), Seller Sellers shall elect, at its their option, to either (Ai) repair or replace or make adequate provision for the repair or replacement of the Damaged Portion of the affected Purchased Assets Asset at Seller’s Sellers’ cost prior to the Closing, in which case Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date (and the End Date, if necessary) shall be deferred until three (3) Business Days after repairs 38 or replacement have been completed and the Damaged Portion of the affected Purchased Assets is fully repaired or Asset has been restored to the condition thereof immediately performance substantially comparable in all material respects to that prior to such the Casualty or Taking in accordance with applicable Laws or OrdersTaking, or and/or (Bii) negotiate with Buyer to reduce the Purchase Price by an amount agreed to by Sellers and Buyer to reflect the cost to repair or replace the Damaged Portion of the affected Purchased Assets and the post-Closing loss of net income associated with such business interruption Asset as determined by Sellers in good faith (such repair or replacement costs and loss of net incomecollectively, the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 16.5. Notwithstanding the foregoing, Seller’s Sellers’ election in clause (Ai) of this Section 8.5(b)(i) 16.2.1 shall be unavailable and clause (Bii) of this Section 8.5(b)(i) 16.2.1 shall apply if the Damaged Portion of the Purchased Assets cannot required repairs or replacements could reasonably be expected to be fully repaired or restored to the condition thereof immediately prior to such Casualty or Taking result in accordance with applicable Laws or Orders on or before the date that is 180 days following the occurrence an extension of the Casualty or Taking Closing Date for more than ninety (the “Casualty Event Termination Date”)90) days. (ii) 16.2.2 If Seller Sellers and Buyer agree on the Repair Costs within fifteen (15) days of Buyer’s receipt of Seller’s Sellers’ notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyer’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed, together with an additional reduction to the Purchase Price as mutually agreed between the Parties with respect to the reasonably anticipated post-Closing loss of net income of the Business deriving from the operation of the Purchased Assets attributable to the Casualty (the “Casualty Post-Closing Income Adjustment”). (iii) 16.2.3 If Seller Sellers and Buyer do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), Buyer or Seller either Party may request an engineering company (and/or other appropriate specialist) that shall be mutually agreed to by Buyer and Seller Sellers to evaluate the Damaged Portion of the affected Purchased Assets and the loss of net income associated with such business interruption and deliver to Buyer and Seller Sellers its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen thirty (1530) days after the end appointment of the Repair Negotiation Period. such engineering company. 16.2.3.1 If the Third-Party Estimate is less than the Buyer Casualty Threshold one hundred fifty million dollars (or greater than the Buyer Casualty Threshold or Seller Casualty Threshold, as applicable, and neither party terminates the Agreement as permitted pursuant to Section 8.5(b)(iv)$150,000,000), Buyer’s obligation to effect the Closing shall not be affected and Buyer and Seller shall mutually resolve the parties may submit the Repair Cost Dispute to binding arbitration pursuant to Section 19.10 for final resolution after the Closing in accordance with the provisions of Section 2.3 (and, for the avoidance of doubt, the engineering company or other appropriate specialist shall be deemed to be the Inspector for purposes of Section 2.3)Closing, with a post-Closing adjustment to the Purchase Price equal to the Repair Costs finally-determined Repair Costspursuant to such arbitration, together with an additional reduction to the Purchase Price to reflect the Casualty Post-Closing Income Adjustment. (iv) Notwithstanding the foregoing, and subject to Section 8.5(f), if the Repair Costs as agreed to by Buyer and Seller or 16.2.3.2 If the Third-Party Estimate, as applicable, (A) Estimate is equal to or greater than the Buyer Casualty Thresholdone hundred fifty million dollars ($150,000,000), Buyer may elect, by giving Seller Sellers written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, or (B) is equal to or greater than the Seller Casualty Threshold, Seller may elect, by giving Buyer written notice of election within fifteen (15) days of receipt of the Third Party Estimate, to terminate this Agreement (other than Sections 15.5.1, 15.9, 18.2, 19.1, 19.6, 19.9 and 19.10, which shall continue in effect) without further obligation hereunderto Sellers. 16.2.4 If Sellers and Buyer do not agree on the Casualty Post-Closing Income Adjustment within the Repair Negotiation Period, except as provided in either Party may request a refining industry consultant that shall be mutually agreed to by Buyer and Sellers to evaluate the reasonably anticipated post-Closing loss of net income attributable to the Casualty and deliver to Buyer and Sellers its determination of the amount thereof within thirty (30) days after the appointment of such refining industry consultant. Either party may submit such determination to binding arbitration pursuant to Section 11.219.10 for final resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the Casualty Post-Closing Income Adjustment finally-determined pursuant to such arbitration.