TRANSACTION SPECIFICATION, APPROVAL AND CONFIRMATION Clause Samples

TRANSACTION SPECIFICATION, APPROVAL AND CONFIRMATION. Section 8.1 Specification and Approval of Transactions; Pricing and Commissions. (a) Overview. The parties acknowledge and agree that (i) Buyer shall resell to third-party purchasers all of the Ethanol that Buyer purchases from Seller hereunder, along with any associated RINs or LCFS Credits made available to Buyer under this Agreement, (ii) the amounts payable hereunder by Buyer to Seller for Ethanol, RINs and LCFS Credits shall be a function of the amounts that Buyer is able to obtain in such resale transactions, (iii) Buyer shall have a duty, acting in good faith and with commercially reasonable efforts, to attempt to obtain the maximum aggregate value in such resale transactions (taking into account the resale prices of Ethanol, RINs and LCFS Credits), and (iv) Buyer shall receive a commission in the manner calculated below in connection with its purchase and resale of Ethanol, RINs or LCFS Credits hereunder. (b) Specification and Approval of Ordinary Course Transactions. Buyer will present alternative transactions to Seller for (i) the sale of Ethanol, which will vary in delivery location, volume, price and delivery time, and (ii) for the sale of RINs or LCFS Credits, which sales are subject to specification in terms of price, time of delivery and other factors (each proposed transaction, being a “Transaction”). For each Transaction (and for multiple Transactions where permitted or required by the Regulatory Credit Protocol), Buyer shall present Seller with a written bid in a format mutually agreed by the parties (a “Bid”) setting forth following information as applicable (and any other information that may reasonably be requested from time to time by Seller): (i) name/identity of the proposed purchaser; (ii) number of Net Gallons, RINs and/or LCFS Credits proposed for sale; (iii) proposed Delivery date(s) and or Transaction term, as applicable; (iv) proposed sales price per Net Gallon (and if applicable proposed price per RIN and/or LCFS Credit); (v) a listing and the amount of all applicable Transaction Costs; (vi) a listing and the amount of all applicable Buyer Taxes; (vii) the Transaction Gross Purchase Price; (viii) the applicable Commissions; (ix) the Transaction Net Purchase Price; (x) the point of transfer of title to Ethanol, if not the Delivery Point (required with respect to LCFS Credits to be in California); (xi) such other Transaction information as may be relevant; and (xii) the time by which the Seller must accept the bid. Seller shall...
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TRANSACTION SPECIFICATION, APPROVAL AND CONFIRMATION 
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