Obligations of the Partnership Entities. During the Term and subject to the terms and conditions of this Agreement, including Section 12(b), the Partnership Entities agree to own or lease, operate and maintain the assets necessary to accept the deliveries from the HollyFrontier Entities and to provide the services required under this Agreement. Notwithstanding the preceding sentence, subject to Section 12(b) of this Agreement and Article V of the Omnibus Agreement, the Partnership Entities are free to sell any of their assets, including assets that provide services under this Agreement, and the Partnership or any of the Partnership Entities are free to merge with another entity (whether or not the Partnership or any of the Partnership Entities is the surviving entity in such merger) and are free to sell all of their assets, including assets that provide services under this Agreement, or all of their equity to another entity at any time. The Partnership Entities shall, upon six (6) months’ prior written notice to the HollyFrontier Entities, except in the event of an emergency or in order to comply with Applicable Law, have the right to discontinue operation with respect to any of the Crude Oil Gathering Pipelines in the event that such operation becomes (i) mechanically unreliable or (ii) uneconomical due to a decline in volume. At the request of the HollyFrontier Entities, and subject in each case to any applicable common carrier proration duties, the Partnership Entities agree to use commercially reasonable efforts to transport by pipeline for the HollyFrontier Entities each month during the Term: (i) quantities of Crude Oil equal to the Trunk Pipeline Minimum Capacity on the Crude Oil Trunk Pipelines; (ii) quantities of Crude Oil equal to the Gathering Pipeline Minimum Capacity on the Crude Oil Gathering Pipelines; (iii) quantities of Crude Oil and Refined Product equal to the Xxxxx Cross Minimum Capacity, collectively, on the Xxxxx Cross Pipelines; and (iv) quantities of Refined Product equal to the Roswell Pipeline Minimum Capacity on the Roswell Products Pipeline. To the extent that the HollyFrontier Entities are entitled to an exception under Section 3 to their obligations under Section 2(a), the corresponding obligations of the Partnership Entities under this Section 2(f) will be proportionately reduced.
Obligations of the Partnership Entities. During the term of this Agreement and subject to the terms and conditions of this Agreement, including Section 10(c), the Partnership Entities agree to own or lease, operate and maintain the assets necessary to accept the deliveries from the Xxxxx Entities and to provide the services required under this Agreement. Notwithstanding the preceding sentence, subject to Section 10(c) of this Agreement and Article VI of the Omnibus Agreement, the Partnership Entities are free to sell any of their assets, including assets that provide services under this Agreement, and the Partnership or any of the Partnership Entities are free to merge with another entity (whether or not the Partnership or any of the Partnership Entities is the surviving entity in such merger) and are free to sell all of their assets or all of their equity to another entity at any time. At the request of the Xxxxx Entities, and subject in each case to any applicable common carrier proration duties, the Partnership Entities agree to use commercially reasonable efforts to transport by pipeline for the Xxxxx Entities each month during the term of this Agreement 72,000 bpd of Intermediate Products on the Intermediate Product Pipelines. To the extent that the Xxxxx Entities are entitled to an exception under Section 3 of this Agreement to their obligations under Section 2(a) of this Agreement, the corresponding obligations of the Partnership Entities under this Section 2(c) will be proportionately reduced.
Obligations of the Partnership Entities. During the Term and subject to the terms and conditions of this Agreement, including Section 12(c), the Partnership Entities agree to own or lease, operate and maintain the assets necessary to accept the deliveries from the Xxxxx Entities and to provide the services required under this Agreement. Notwithstanding the preceding sentence, subject to Section 12(c) of this Agreement and Article V of the Omnibus Agreement, the Partnership Entities are free to sell any of their assets, including assets that provide services under this Agreement, and the Partnership or any Partnership Entity is free to merge with another entity (whether or not the Partnership or the Partnership Entity is the surviving entity in such merger) and is free to sell all of its assets or all of its equity to another entity at any time. At the request of the Xxxxx Entities, and subject in each case to any applicable common carrier proration duties, the Partnership Entities agree to use commercially reasonable efforts to transport by pipeline for the Xxxxx Entities each month during the Term (i) up to 49,500 bpd of gasoline and 26,500 bpd of diesel fuel on the South System after the South System Expansion and (ii) up to 40,000 bpd of Refined Products from Artesia to Xxxxxxxx or Artesia to Bloomfield on the Partnership Entities’ Artesia to Xxxxxxxx and Artesia to Bloomfield Refined Product Pipeline. The Partnership Entities agree to provide terminalling services for all Xxxxx Entities volumes of Refined Products transported to the Refined Product Terminals. To the extent that the Xxxxx Entities are entitled to an exception under Section 3 to its obligations under Section 2(a), the corresponding obligations of the Partnership Entities under this Section 2(c) will be proportionately reduced.
