Examples of Black Mass in a sentence
Specifically, North America Seller may determine that some or all of its Black Mass production may be required for internal purposes (including inventory build, commissioning and start-up of commercial production at the Rochester Hub), thus reducing the quantity of Black Mass available for sale to third parties.
As of the Execution Date, Traxys and Li-Cycle have no other pending commitments for the sale of Black Mass.
Within [XXX] following the end of each month during the Term, North America Seller shall prepare and submit a report to Traxys (the “Black Mass Monthly Report”), setting forth the Black Mass sold to Glencore or other applicable Buyer during such month (if any) and setting forth the calculation of the marketing fees payable to Traxys on such Black Mass sales (including any adjustments to determine the Customer Final Price in accordance with Section 3(b)(i) above).
The Parties acknowledge that Li-Cycle and Traxys have entered into a letter agreement dated February 23, 2024, pursuant to which Traxys has provided a limited one-time waiver to permit North America Seller to sell certain inventory directly to third-party customers, subject to Traxys being paid its customary marketing fee of [XXX] (in accordance with the terms of the Traxys Black Mass Agreement).
As between Li-Cycle and Glencore, such Black Mass shall be considered “Glencore Committed Black Mass” under the terms of the Black Mass Offtake Agreement, and Li-Cycle and Glencore shall enter into separate “Black Mass Sale Agreements” with respect to such Black Mass under the terms of the Black Mass Offtake Agreement.
The Parties specifically acknowledge and agree that (as set out in Section 1 of the Traxys Black Mass Agreement) all decisions concerning Spoke operations and the timing and quantity of Black Mass available for sale shall be made by the North America Seller, in its sole and absolute discretion.
In the event of any shortfall for any reason in the volume of Black Mass available for sale or delivery by North America Seller, such shortfall shall be allocated between Traxys and Glencore on a 50-50 basis.
At least three months prior to the start of each calendar year (i.e., by October 1, 2024 in respect of 2025), and at least [XXX] prior to the start of each quarter, beginning with the third calendar quarter of 2024 (each a “Quarterly Forecast”), North America Seller shall advise each of Traxys and Glencore of the volume and specifications of Black Mass expected to be: (a) produced, (b) required for internal purposes, and (c) available for sale to third parties, quarterly, on a rolling 12-month basis.
As between Li-Cycle and Glencore, for the purposes of the Black Mass Offtake Agreement, Glencore agrees that North America Seller shall pay Glencore (or its applicable affiliate) a marketing fee equal to [XXX] for such Black Mass, and such fee shall be deemed to be the “Black Mass Marketing Fee” for the purposes of such sales only.
Glencore Intermediate has full corporate power and authority to execute and deliver (i) this Agreement, (ii) the Registration Rights Agreement, (iii) the Allocation Agreement, (iv) the North America Black Mass & Refined Products Allocation Agreement substantially in the form attached hereto as Exhibit E (the “Allocation Agreement”), (v) the Side Letter and (vi) the Tax Indemnity Side Letter.