Common use of Modifications to Facilities Clause in Contracts

Modifications to Facilities. Section 14.1 If improvements, alterations, or additions to the Facilities are required to meet the needs of Probex's business during the Term of this Agreement, Probex and PQS shall negotiate in good faith in an attempt to agree to make such alterations, additions, and modifications in a safe, expeditious, and cost efficient manner and in accordance with all local, state and federal requirements. The expense of such alterations, additions, and modifications shall be borne by Probex, using funds provided by Probex. Section 14.2 If as a result of governmental rules, regulations, or orders it becomes necessary to make improvements, alterations, or additions to the Facilities during the Term of this Agreement in order for the Facilities to continue to function in support of Probex's business, PQS shall cooperate with Probex to make such alterations, additions, and modifications. To the extent such alterations, additions, or modifications are to the sole benefit of Probex, the expense of such alterations, additions, or modifications shall be borne by Probex. If the required alterations, additions, or modifications are of benefit to both Parties, then the expenses shall be borne proportionately by the Parties to the use. Section 14.3 If the cost to PQS of providing the Services to support Probex's business should increase or decrease as a result of Section 14.1 or 14.2, PQS shall have the right, at PQS's sole discretion, to increase the fee referred to in Article IV by the amount of the increase and the obligation to decrease the fee by the amount of the actual decrease. The increase in fee will be limited to actual costs incurred by PQS. Section 14.4 Notwithstanding anything to the contrary contained in Sections 14.1, 14.2 and 14.3 of this Agreement, Probex shall have no obligations to pay or reimburse PQS for any alteration, addition, or modification referenced in Sections 14.1, 14.2 and 14.3 to the extent such alteration, addition or modification is covered by PQS' indemnity to Probex under Section 9.2(a) of the Asset Purchase Agreement or Section 13.2.1 of this Agreement. Section 14.5 Upon permanent removal of any of the Facilities from service by or on behalf of Probex, or the vacation of the Location by Probex, Probex will be solely responsible for (i) removal of tanks, piping, containment walls, concrete, pumps, and pump sheds, (ii) loading of tanks and related equipment on trucks, (iii) salvage of reusable parts, and (iv) removal of related construction debris, and all costs and expenses related to these responsibilities. Section 14.6 At any time after the third anniversary of the date of this Agreement, or if Probex chooses to vacate the Location prior to such third anniversary due to reasons other than a PQS decision to sell or shut down the Location, Probex will be solely responsible for removing Regulated Substances from the interior of tanks and related pipelines and other Facilities, and the subsequent transportation and disposal of such Regulated Substances, and all costs and expenses related to these responsibilities. Section 14.7 If at any time before the third anniversary of the date of this Agreement, Probex vacates the Location due to a PQS decision to sell or shut down the Location, PQS will be solely responsible for removing Regulated Substances from the interior of tanks and related pipelines and other Facilities, and the subsequent transportation and disposal of such Regulated Substances, and all costs and expenses related to these responsibilities.

Modifications to Facilities. Section 14.1 If improvements, alterations, or additions to the Facilities are required to meet the needs of Probex's business during the Term of this Agreement, Probex and PQS shall negotiate in good faith in an attempt to agree to make such alterations, additions, and modifications in a safe, expeditious, and cost efficient manner and in accordance with all local, state and federal requirements. The expense of such alterations, additions, and modifications shall be borne by Probex, using funds provided by Probex. Section 14.2 If as a result of governmental rules, regulations, or orders it becomes necessary to make improvements, alterations, or additions to the Facilities during the Term of this Agreement in order for the Facilities to continue to function in support of Probex's business, PQS shall cooperate with Probex to make such alterations, additions, and modifications. To the extent such alterations, additions, or modifications are to the sole benefit of Probex, the expense of such alterations, additions, or modifications shall be borne by Probex. If the required alterations, additions, or modifications are of benefit to both Parties, then the expenses shall be borne proportionately by the Parties to the use. Section 14.3 If the cost to PQS of providing the Services to support Probex's business should increase or decrease as a result of Section 14.1 or 14.2, PQS shall have the right, at PQS's sole discretion, to increase the fee referred to in Article IV by the amount of the increase and the obligation to decrease the fee by the amount of the actual decrease. The increase in fee will be limited to actual costs incurred by PQS. Section 14.4 Notwithstanding anything to the contrary contained in Sections 14.1, 14.2 and 14.3 of this Agreement, Probex shall have no obligations to pay or reimburse PQS for any alteration, addition, or modification referenced in Sections 14.1, 14.2 and 14.3 to the extent such alteration, addition or modification is covered by PQS' indemnity to Probex under Section 9.2(a) of the Asset Purchase Agreement or Section 13.2.1 of this Agreement. Section 14.5 Upon permanent removal of any of the Facilities from service by or on behalf of Probex, or the vacation of the Location by Probex, Probex will be solely responsible for (i) removal of tanks, piping, containment walls, concrete, pumps, and pump sheds, (ii) loading of tanks and related equipment on trucks, (iii) salvage of reusable parts, and (iv) removal of related construction debris, and all costs and expenses related to these responsibilities. Section 14.6 At any time after the third anniversary of the date of this Agreement, or if Probex chooses to vacate the Location prior to such third anniversary due to reasons other than a PQS decision to sell or shut down the Location, Probex will be solely responsible for removing Regulated Substances from the interior of tanks and related pipelines and other Facilities, and the subsequent transportation and disposal of such Regulated Substances, and all costs and expenses related to these responsibilitiesrelated. Section 14.7 If at any time before the third anniversary of the date of this Agreement, Probex vacates the Location due to a PQS decision to sell or shut down the Location, PQS will be solely responsible for removing Regulated Substances from the interior of tanks and related pipelines and other Facilities, and the subsequent transportation and disposal of such Regulated Substances, and all costs and expenses related to these responsibilities.

Modifications to Facilities. Section 14.1 17.1 If improvements, alterations, or additions to the LVT Facilities are required to meet the needs of Probex's Calumet’s business during the Term of this Agreement, Probex Calumet and PQS ConocoPhillips shall negotiate in good faith in an attempt to agree to make such alterations, additions, and modifications in a safe, expeditious, and cost efficient manner and in accordance with all local, state and federal requirementsmanner. The expense of such alterations, additions, and modifications shall be borne by ProbexCalumet, using funds cash provided by ProbexCalumet. Section 14.2 17.2 If as a result of governmental rules, regulations, or orders it becomes necessary to make improvements, alterations, or additions to the LVT Facilities or Loading Facilities during the Term of this Agreement in order for the LVT Facilities to continue to function in support of Probex's businessproduce Calumet’s Solvents, PQS ConocoPhillips shall cooperate with Probex Calumet to make such alterations, additions, and modifications. To the extent such alterations, additions, or modifications are to the sole benefit of ProbexCalumet, the expense of such alterations, additions, or modifications shall be borne by ProbexCalumet. If the required alterations, additions, or modifications are of benefit to both Parties, then the expenses shall be borne proportionately by the Parties to the use. Section 14.3 17.3 If improvements, alterations or additions to Loading Facilities are required to meet the needs of Calumet business during the term of the Agreement, Calumet and ConocoPhillips shall negotiate in good faith in an attempt to agree to make such alterations, additions and modifications in a safe, expeditious and cost efficient manner. The expense of such alterations, additions or modifications shall be borne proportionately by Calumet and ConocoPhillips based on beneficial use. Calumet will provide cash for its portion of the costs. Section 17.4 If the cost to PQS ConocoPhillips of providing the Services to support Probex's business LVT Facilities for the production of Calumet’s Solvents should increase or decrease as a result of Section 14.1 17.1, 17.2, or 14.217.3, PQS shall have ConocoPhillips has the right, at PQS's sole discretion, right to increase the fee referred to in Article IV by the amount of the increase and the obligation to decrease the fee by the amount of the actual decrease. The increase in fee will be limited to actual costs incurred by PQSConocoPhillips. Section 14.4 Notwithstanding anything 17.5 ConocoPhillips will own all modifications made pursuant to the contrary contained in Sections 14.1, 14.2 and 14.3 of this Agreement, Probex shall have no obligations to pay or reimburse PQS for any alteration, addition, or modification referenced in Sections 14.1, 14.2 and 14.3 to the extent such alteration, addition or modification is covered by PQS' indemnity to Probex under Section 9.2(a) of the Asset Purchase Agreement or Section 13.2.1 of this Agreement. Section 14.5 Upon permanent removal of any of the Facilities Article 17 unless Calumet notifies ConocoPhillips that Calumet will retain title. Any ConocoPhillips benefit from service by or on behalf of Probex, or the vacation of the Location by Probex, Probex tax depreciation will be solely responsible for (i) removal of tanks, piping, containment walls, concrete, pumps, and pump sheds, (ii) loading of tanks and related equipment on trucks, (iii) salvage of reusable parts, and (iv) removal of related construction debris, and all costs and expenses related credited back to these responsibilitiesCalumet as they occur. Section 14.6 At any time after the third anniversary of the date of this Agreement, or if Probex chooses to vacate the Location prior to such third anniversary due to reasons other than a PQS decision to sell or shut down the Location, Probex will be solely responsible for removing Regulated Substances from the interior of tanks and related pipelines and other Facilities, and the subsequent transportation and disposal of such Regulated Substances, and all costs and expenses related to these responsibilities. Section 14.7 If at any time before the third anniversary of the date of this Agreement, Probex vacates the Location due to a PQS decision to sell or shut down the Location, PQS will be solely responsible for removing Regulated Substances from the interior of tanks and related pipelines and other Facilities, and the subsequent transportation and disposal of such Regulated Substances, and all costs and expenses related to these responsibilities.