Common use of Notification of Shut-down or Reconfiguration; Force Majeure Clause in Contracts

Notification of Shut-down or Reconfiguration; Force Majeure. (a) Navajo must deliver to HEP Lovington at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Refinery or any portion of the Refinery that would reduce the Refinery’s output. Navajo will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under this Agreement that would result from such a shut down or reconfiguration. If Navajo shuts down or reconfigures the Refinery or any portion of the Refinery (excluding planned maintenance turnarounds) and reasonably believes in good faith that such shut down or reconfiguration will jeopardize its ability to satisfy its Minimum Loading Rack Revenue Commitment under this Agreement, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration, Navajo shall (i) propose a new Minimum Loading Rack Revenue Commitment under this Agreement such that the ratio of the new Minimum Loading Rack Revenue Commitment under this Agreement over the anticipated production level following the shut down or reconfiguration will be approximately equal to the ratio of the original Minimum Loading Rack Revenue Commitment under this Agreement over the original production level and (ii) propose the date on which the new Minimum Loading Rack Revenue Commitment under this Agreement shall take effect. Unless objected to by HEP Lovington within 60 days of receipt by HEP Lovington of such proposal, such new Minimum Loading Rack Revenue Commitment under this Agreement shall become effective as of the date proposed by Navajo. To the extent that HEP Lovington does not agree with Navajo’s proposal, any changes in Navajo’s obligations under this Agreement, or the date on which such changes will take effect, will be determined by binding arbitration in accordance with Section 13(e). Any applicable exhibit or schedule to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any change in the Minimum Loading Rack Revenue Commitment under this Agreement agreed to in accordance with this Section 4(a). (b) In the event that any Party is rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under this Agreement for a period of more than thirty (30) consecutive days, then, upon the delivery of notice and full particulars of the Force Majeure event in writing within a reasonable time after the occurrence of the Force Majeure event relied on (“Force Majeure Notice”), the obligations of the Parties, so far as they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused. Any suspension of the obligations of the Parties as a result of this Section 4(b) shall extend the Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice. Navajo will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. In the event a Force Majeure event prevents HEP Lovington or Navajo from performing substantially all of their respective obligations under this Agreement for a period of more than one (1) year, this Agreement may be terminated by HEP Lovington or Navajo by providing written notice thereof to the other Party.

Notification of Shut-down or Reconfiguration; Force Majeure. (a) Navajo Frontier El Dorado must deliver to HEP Lovington El Dorado Logistics at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Refinery or any portion of the Refinery that would reduce the Refinery’s output. Navajo Frontier El Dorado will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under this Agreement that would result from such a shut down or reconfiguration. . (b) If Navajo Frontier El Dorado shuts down or reconfigures the Refinery or any portion of the Refinery (excluding planned maintenance turnarounds) and reasonably believes in good faith that such shut down or reconfiguration will jeopardize its ability to satisfy its Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration, Navajo Frontier El Dorado shall (iA) propose a new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement Agreement, as applicable, such that the ratio of the new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment Commitment, as the case may be, under this Agreement over the anticipated production level following the shut down or reconfiguration will be approximately equal to the ratio of the original Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement over the original production level and (iiB) propose the date on which the new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall take effect. Unless objected to by HEP Lovington El Dorado Logistics within 60 days of receipt by HEP Lovington El Dorado Logistics of such proposal, such new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall become effective as of the date proposed by NavajoFrontier El Dorado. To the extent that HEP Lovington El Dorado Logistics does not agree with NavajoFrontier El Dorado’s proposal, any changes in NavajoFrontier El Dorado’s obligations under this Agreement, or the date on which such changes will take effect, will be determined by binding arbitration in accordance with Section 13(e). Any applicable exhibit or schedule to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any change in the Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement agreed to in accordance with this Section 4(a4(b). (bc) In the event that any Party is rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under this Agreement for a period of more than thirty (30) consecutive days, then, upon the delivery of notice and full particulars of the Force Majeure event in writing within a reasonable time after the occurrence of the Force Majeure event relied on (“Force Majeure Notice”), the obligations of the Parties, so far as they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused. Any suspension of the obligations of the Parties as a result of this Section 4(b4(c) shall extend the Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice. Navajo Frontier El Dorado will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. In the event a Force Majeure event prevents HEP Lovington El Dorado Logistics or Navajo Frontier El Dorado from performing substantially all of their respective obligations under this Agreement for a period of more than one (1) year, this Agreement may be terminated by HEP Lovington El Dorado Logistics or Navajo Frontier El Dorado, by providing written notice thereof to the other PartyParties.

Notification of Shut-down or Reconfiguration; Force Majeure. (a) Navajo Frontier Cheyenne must deliver to HEP Lovington Cheyenne Logistics at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Refinery or any portion of the Refinery that would reduce the Refinery’s output. Navajo Frontier Cheyenne will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under this Agreement that would result from such a shut down or reconfiguration. . (b) If Navajo Frontier Cheyenne shuts down or reconfigures the Refinery or any portion of the Refinery (excluding planned maintenance turnarounds) and reasonably believes in good faith that such shut down or reconfiguration will jeopardize its ability to satisfy its Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration, Navajo Frontier Cheyenne shall (iA) propose a new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement Agreement, as applicable, such that the ratio of the new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment Commitment, as the case may be, under this Agreement over the anticipated production level following the shut down or reconfiguration will be approximately equal to the ratio of the original Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement over the original production level and (iiB) propose the date on which the new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall take effect. Unless objected to by HEP Lovington Cheyenne Logistics within 60 days of receipt by HEP Lovington Cheyenne Logistics of such proposal, such new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall become effective as of the date proposed by NavajoFrontier Cheyenne. To the extent that HEP Lovington Cheyenne Logistics does not agree with NavajoFrontier Cheyenne’s proposal, any changes in NavajoFrontier Cheyenne’s obligations under this Agreement, or the date on which such changes will take effect, will be determined by binding arbitration in accordance with Section 13(e). Any applicable exhibit or schedule to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any change in the Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement agreed to in accordance with this Section 4(a4(b). (bc) In the event that any Party is rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under this Agreement for a period of more than thirty (30) consecutive days, then, upon the delivery of notice and full particulars of the Force Majeure event in writing within a reasonable time after the occurrence of the Force Majeure event relied on (“Force Majeure Notice”), the obligations of the Parties, so far as they are FIRST AMENDED AND RESTATED TANKAGE, LOADING RACK AND CRUDE OIL RECEIVING THROUGHPUT AGREEMENT (CHEYENNE) affected by the Force Majeure event, shall be suspended for the duration of any inability so caused. Any suspension of the obligations of the Parties as a result of this Section 4(b4(c) shall extend the Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice. Navajo Frontier Cheyenne will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. In the event a Force Majeure event prevents HEP Lovington Cheyenne Logistics or Navajo Frontier Cheyenne from performing substantially all of their respective obligations under this Agreement for a period of more than one (1) year, this Agreement may be terminated by HEP Lovington Cheyenne Logistics or Navajo Frontier Cheyenne, by providing written notice thereof to the other PartyParties.

Notification of Shut-down or Reconfiguration; Force Majeure. (a) Navajo Frontier El Dorado must deliver to HEP Lovington El Dorado Logistics at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Refinery or any portion of the Refinery that would reduce the Refinery’s output. Navajo Frontier El Dorado will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under this Agreement that would result from such a shut down or reconfiguration. . (b) If Navajo Frontier El Dorado shuts down or reconfigures the Refinery or any portion of the Refinery (excluding planned maintenance turnarounds) and reasonably believes in good faith that such shut down or reconfiguration will jeopardize its ability to satisfy its Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration, Navajo Frontier El Dorado shall (iA) propose a new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement Agreement, as applicable, such that the ratio of the new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment Commitment, as the case may be, under this Agreement over the anticipated production level following the shut down or reconfiguration will be approximately equal to the ratio of the original Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement over the original production level and (iiB) propose the date on which the new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall take effect. Unless objected to by HEP Lovington El Dorado Logistics within 60 days of receipt by HEP Lovington El Dorado Logistics of such proposal, such new Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall become effective as of the date proposed by NavajoFrontier El Dorado. To the extent that HEP Lovington El Dorado Logistics does not agree with NavajoFrontier El Dorado’s proposal, any changes in NavajoFrontier El Dorado’s obligations under this Agreement, or the date on which such changes will take effect, will be determined by binding arbitration in accordance with Section 13(e). Any applicable exhibit or schedule to this FIRST AMENDED AND RESTATED PIPELINE DELIVERY, TANKAGE AND LOADING RACK THROUGHPUT AGREEMENT (EL DORADO) Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any change in the Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement agreed to in accordance with this Section 4(a4(b). (bc) In the event that any Party is rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under this Agreement for a period of more than thirty (30) consecutive days, then, upon the delivery of notice and full particulars of the Force Majeure event in writing within a reasonable time after the occurrence of the Force Majeure event relied on (“Force Majeure Notice”), the obligations of the Parties, so far as they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused. Any suspension of the obligations of the Parties as a result of this Section 4(b4(c) shall extend the Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice. Navajo Frontier El Dorado will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. In the event a Force Majeure event prevents HEP Lovington El Dorado Logistics or Navajo Frontier El Dorado from performing substantially all of their respective obligations under this Agreement for a period of more than one (1) year, this Agreement may be terminated by HEP Lovington El Dorado Logistics or Navajo Frontier El Dorado, by providing written notice thereof to the other PartyParties.

Notification of Shut-down or Reconfiguration; Force Majeure. (a) Navajo Frontier Cheyenne must deliver to HEP Lovington Cheyenne Logistics at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Refinery or any portion of the Refinery that would reduce the Refinery’s output. Navajo Frontier Cheyenne will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under this Agreement that would result from such a shut down or reconfiguration. . (b) If Navajo Frontier Cheyenne shuts down or reconfigures the Refinery or any portion of the Refinery (excluding planned maintenance turnarounds) and reasonably believes in good faith that such shut down or reconfiguration will jeopardize its ability to satisfy its Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration, Navajo Frontier Cheyenne shall (iA) propose a new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement Agreement, as applicable, such that the ratio of the new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment Commitment, as the case may be, under this Agreement over the anticipated production level following the shut down or reconfiguration will be approximately equal to the ratio of the original Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement over the original production level and (iiB) propose the date on which the new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall take effect. Unless objected to by HEP Lovington Cheyenne Logistics within 60 days of receipt by HEP Lovington Cheyenne Logistics of such proposal, such new Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement shall become effective as of the date proposed by NavajoFrontier Cheyenne. To the extent that HEP Lovington Cheyenne Logistics does not agree with NavajoFrontier Cheyenne’s proposal, any changes in NavajoFrontier Cheyenne’s obligations under this Agreement, or the date on which such changes will take effect, will be determined by binding arbitration in accordance with Section 13(e). Any applicable exhibit or schedule to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any change in the Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment under this Agreement agreed to in accordance with this Section 4(a4(b). (bc) In the event that any Party is rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under this Agreement for a period of more than thirty (30) consecutive days, then, upon the delivery of notice and full particulars of the Force Majeure event in writing within a reasonable time after the occurrence of the Force Majeure event relied on (“Force Majeure Notice”), the obligations of the Parties, so far as they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused. Any suspension of the obligations of the Parties as a result of this Section 4(b4(c) shall extend the Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice. Navajo Frontier Cheyenne will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. In the event a Force Majeure event prevents HEP Lovington Cheyenne Logistics or Navajo Frontier Cheyenne from performing substantially all of their respective obligations under this Agreement for a period of more than one (1) year, this Agreement may be terminated by HEP Lovington Cheyenne Logistics or Navajo Frontier Cheyenne, by providing written notice thereof to the other PartyParties.

Notification of Shut-down or Reconfiguration; Force Majeure. (a) Navajo Xxxxx Tulsa must deliver to HEP Lovington Tulsa at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Refinery or any portion of the Refinery that would reduce the Refinery’s output. Navajo Xxxxx Tulsa will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under this Agreement that would result from such a shut down or reconfiguration. If Navajo Xxxxx Tulsa shuts down or reconfigures the Refinery or any portion of the Refinery (excluding planned maintenance turnarounds) and reasonably believes in good faith that such shut down or reconfiguration will jeopardize its ability to satisfy its Minimum Pipeline Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Racks Revenue Commitment under this Agreement, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration, Navajo Xxxxx Tulsa shall (i) propose a new Minimum Pipeline Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Racks Revenue Commitment under this Agreement Agreement, as applicable, such that the ratio of the new Minimum Pipeline Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Racks Revenue Commitment under this Agreement over the anticipated production level following the shut down or reconfiguration will be approximately equal to the ratio of the original Minimum Pipeline Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Racks Revenue Commitment under this Agreement over the original production level and (ii) propose the date on which the new Minimum Pipeline Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Racks Revenue Commitment under this Agreement shall take effect. Unless objected to by HEP Lovington Tulsa within 60 days of receipt by HEP Lovington Tulsa of such proposal, such new Minimum Pipeline Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Racks Revenue Commitment under this Agreement shall become effective as of the date proposed by NavajoXxxxx Tulsa. To the extent that HEP Lovington Tulsa does not agree with NavajoXxxxx Tulsa’s proposal, any changes in NavajoXxxxx Tulsa’s obligations under this Agreement, or the date on which such changes will take effect, will be determined by binding arbitration in accordance with Section 13(e). Any Schedule I, Schedule II, or Schedule III or any other applicable exhibit or schedule to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any change in the Minimum Pipeline Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Racks Revenue Commitment under this Agreement agreed to in accordance with this Section 4(a). (b) In the event that any Party is rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under this Agreement for a period of more than thirty (30) consecutive days, then, upon the delivery of notice and full particulars of the Force Majeure event in writing within a reasonable time after the occurrence of the Force Majeure event relied on (“Force Majeure Notice”), the obligations of the Parties, so far as they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused. Any suspension of the obligations of the Parties as a result of this Section 4(b) shall extend the Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice. Navajo Xxxxx Tulsa will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. In the event a Force Majeure event prevents HEP Lovington Tulsa or Navajo Xxxxx Tulsa from performing substantially all of their respective obligations under this Agreement for a period of more than one (1) year, this Agreement may be terminated by HEP Lovington Tulsa or Navajo Xxxxx Tulsa by providing written notice thereof to the other Party.