Common use of Failure to Receive Clause in Contracts

Failure to Receive. Unless such failure is due to a Force Majeure Event or Seller’s failure to properly tender such volumes for delivery to Buyer, commencing on the Commercial Operations Date and during [**] of the Start-up Period and Delivery Term thereafter, Buyer shall be responsible for (i) nominating the minimum Buyer Nominated Volumes as required by Section 3.2 above and (ii) purchasing and receiving all Renewable Hydrocarbons tendered for delivery up to the Buyer Nominated Volume. If Buyer fails to nominate the required minimum Buyer Nominated Volumes or receive a quantity of Renewable Hydrocarbons equal to the Buyer Nominated Volumes in any given [**] (unless such failure is due to a Force Majeure Event or Seller’s failure to properly tender such volumes for delivery to Buyer), Buyer shall pay Seller, within [**] of receipt of Seller’s invoice, an amount equal to the greater of (a) zero and (b)(i) the Undelivered Renewable Hydrocarbons Contract Value less (ii) the actual, documented amount received by Seller, acting in a commercially reasonable manner, for the sale of the Replacement Quantity of Renewable Hydrocarbons not nominated or received by Buyer or, if a sale of such Replacement Quantity of Renewable Hydrocarbons cannot be made, the Undelivered Renewable Hydrocarbons Market Value, plus (iii) any actual, reasonable and verifiable incremental out-of-pocket costs incurred by Seller as a result of such failure to receive. In addition, if the aggregate Replacement Quantities of Renewable Hydrocarbons in any [**] period during the Delivery Term pursuant to this Section 3.5 are greater than or equal to the product of [**] and the Target Monthly Quantity (unless such failure is due to a Force Majeure Event or Seller’s failure to properly tender such volumes for delivery to Buyer), such circumstance shall be considered an Event of Default pursuant to Section 16.1(d) (provided that it will not be subject to the cure provisions set forth therein).