Common use of LCFS Credits Clause in Contracts

LCFS Credits. LCFS Credits may be generated with respect to Ethanol imported into California through a process requiring the importer to be a regulated party under the LCFS Program. Buyer may act as the regulated party for the sale of Ethanol and creation of LCFS Credits in connection with Ethanol, if Buyer and Seller agree to provisions in the Regulatory Credit Protocol for tracking the value of LCFS Credits associated with Ethanol sold by Seller to Buyer hereunder and conveying to Seller the value of LCFS Credits so generated. If Buyer is the regulated party under the LCFS Program, Buyer may sell or resell LCFS Credits together with or separately from the Ethanol, provided that any such sales or resales of LCFS Credits are disclosed to Seller and included in the Bid for a Transaction under Section 8.1(b). Buyer shall be liable to Seller for all value received by Buyer (less payment of Commissions on such value) with respect to LCFS Credits created by the sale or resale of Ethanol sold into California markets, directly or indirectly, if such value is not included in the Bid for a Transaction under Section 8.1(b). If (i) Seller delivers written notice to Buyer under Section 10.1(b) and suspends Buyer’s purchasing exclusivity, thus entitling Seller to market and sell the Ethanol by any means Seller chooses; (ii) Buyer is unable to perform because of a reason of Force Majeure pursuant to Section 14.1; (iii) Buyer’s failure to perform results in a default pursuant to Section 18.1; or (iv) as the parties otherwise agree in the Regulatory Credit Protocol, Seller may notify Buyer that Seller will become the regulated party under the LCFS Program. If Seller is the regulated party under the LCFS Program for purposes of administering this Agreement, Seller shall be entitled to sell or convey LCFS Credits to third parties for value, separately from any purchase or sale of Ethanol under this Agreement.