Common use of Transaction Structure Clause in Contracts

Transaction Structure. On the Transition Commencement Date (as defined below) at the Purchase Time (to be defined in the Transition Offtake Agreement), PBF would purchase and MSCG would sell all Products in the Tanks (the “Inventory”). PBF would pay on the Transition Commencement Date a provisional amount for the Inventory based on estimated volumes and based on a price equal to the ***** (as described in Schedule 9 of the Terminated Offtake Agreement) as of the Business Day *****. MSCG would invoice PBF for the provisional amount by 10 a.m. EPT on the Transition Commencement Date. The final price would be determined based on the average of the ***** and each of the *****. After final pricing and determination of final volumes, (i) if the final payment amount in respect of the Inventory is greater than the provisional amount that was paid, PBF shall pay the difference between the final amount and the provisional amount to MSCG, and (ii) if the final payment amount in respect of the Inventory is less than the provisional amount that was paid, MSCG shall pay the difference between the final amount and the provisional amount to PBF. On and after the Transition Commencement Date, MSCG would begin to purchase from PBF all Light Finished Products produced in the Refinery that PBF does not intend to sell at the Refinery truck rack (“Transition Products”) at the *****, if applicable. The purchases would be governed by mutually agreed upon general terms and conditions (the “GTCs”). MSCG would purchase the Transition Products FOB at the Refinery’s dock or at the Refinery’s connection to the relevant Pipeline. MSCG would be the exclusive purchaser of Transition Products from the Refinery. The pricing and payment terms for such purchases would be established by the Parties in accordance with industry practice and set forth in the Transition Offtake Agreement. All volumes and measurements would be based on the best available information when calculations are performed and trued up later based on more accurate information.

Transaction Structure. On the Transition Commencement Date (as defined below) at the Purchase Time (to be defined in the Transition Offtake Agreement), PBF DCRC would purchase and MSCG would sell all Products in the Tanks (the “Inventory”). PBF DCRC would pay on the Transition Commencement Date a provisional amount for the Inventory based on estimated volumes and based on a price equal to the ***** Base Barge Price (as described in Schedule 9 6 of the Terminated Offtake Agreement) as of the Business Day *****immediately preceding the Commencement Date. MSCG would invoice PBF DCRC for the provisional amount by 10 a.m. EPT on the Transition Commencement Date. The final price would be determined based on the average of the Base Barge Price over a ***** period including the Transition Commencement Date and each of the ***** Business Days ***** the Transition Commencement Date. After final pricing and determination of final volumes, (i) if the final payment amount in respect of the Inventory is greater than the provisional amount that was paid, PBF DCRC shall pay the difference between the final amount and the provisional amount to MSCG, and (ii) if the final payment amount in respect of the Inventory is less than the provisional amount that was paid, MSCG shall pay the difference between the final amount and the provisional amount to PBFDCRC. On and after the Transition Commencement Date, MSCG would begin to purchase from PBF DCRC all Light Finished Products produced in the Refinery that PBF DCRC does not intend to sell at the Refinery truck rack (“Transition Products”) at the *****Base Barge Price plus a mutually agreed upon premium, if applicable. The purchases would be governed by mutually agreed upon general terms and conditions (the “GTCs”). MSCG would purchase the Transition Products FOB at the Refinery’s dock or at the Refinery’s connection to the relevant Pipeline. MSCG would be the exclusive purchaser of Transition Products from the Refinery. The pricing and payment terms for such purchases would be established by the Parties in accordance with industry practice and set forth in the Transition Offtake Agreement. All volumes and measurements would be based on the best available information when calculations are performed and trued up later based on more accurate information.

Transaction Structure. On the Transition Commencement Date (as defined below) at the Purchase Time (to be defined in the Transition Offtake Agreement), PBF DCRC would purchase and MSCG would sell all Products in the Tanks (the “Inventory”). PBF DCRC would pay on the Transition Commencement Date a provisional amount for the Inventory based on estimated volumes and based on a price equal to the ***** Base Barge Price (as described in Schedule 9 6 of the Terminated Offtake Original Agreement) as of the Business Day *****immediately preceding the Commencement Date. MSCG would invoice PBF DCRC for the provisional amount by 10 a.m. EPT on the Transition Commencement Date. The final price would be determined based on the average of the Base Barge Price over a ***** period including the Transition Commencement Date and each of the ***** Business Days ***** the Transition Commencement Date. After final pricing and determination of final volumes, (i) if the final payment amount in respect of the Inventory is greater than the provisional amount that was paid, PBF DCRC shall pay the difference between the final amount and the provisional amount to MSCG, and (ii) if the final payment amount in respect of the Inventory is less than the provisional amount that was paid, MSCG shall pay the difference between the final amount and the provisional amount to PBFDCRC. On and after the Transition Commencement Date, MSCG would begin to purchase from PBF DCRC all Light Finished Products produced in the Refinery that PBF DCRC does not intend to sell at the Refinery truck rack (“Transition Products”) at the *****Base Barge Price plus a mutually agreed upon premium, if applicable. The purchases would be governed by mutually agreed upon general terms and conditions (the “GTCs”). MSCG would purchase the Transition Products FOB at the Refinery’s dock or at the Refinery’s connection to the relevant Pipeline. MSCG would be the exclusive purchaser of Transition Products from the Refinery. The pricing and payment terms for such purchases would be established by the Parties in accordance with industry practice and set forth in the Transition Offtake Agreement. All volumes and measurements would be based on the best available information when calculations are performed and trued up later based on more accurate information.