Common use of Obligations of the Partnership Entities Clause in Contracts

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 and subject to the terms and conditions of this Agreement, including Section 12(b11(b), the Partnership Entities agree to own or lease, operate and maintain the assets necessary to accept the deliveries from the HollyFrontier Hxxxx Entities and to provide the services required under this Agreement. Notwithstanding the preceding sentence, subject to Section 12(b11(b) of this Agreement and Article V 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, 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 Hxxxx 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 Hxxxx 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 Hxxxx Entities each month during the Term: (i) quantities 79,000 bpd of Crude Oil equal to the Trunk Pipeline Minimum Capacity on the Crude Oil Trunk Pipelines; (ii) quantities (A) from the Effective Date until the fifth anniversary of the Effective Date: 50,000 bpd of Crude Oil equal to the Gathering Pipeline Minimum Capacity on the Crude Oil Gathering Pipelines; (B) from the fifth anniversary of the Effective Date until the tenth anniversary of the Effective Date: 47,500 bpd of Crude Oil on the Crude Oil Gathering Pipelines; and (C) from the tenth anniversary of the Effective Date until the expiration of the Term: 45,000 bpd of Crude Oil on the Crude Oil Gathering Pipelines (in each case, including storage in the Artesia Crude Oil Pipeline Tankage or Lovington Crude Oil Refinery Tankage, but not in the Refinery Tankage); (iii) quantities 8,000 bpd of Crude Oil and Refined Product equal to the Xxxxx Cross Minimum CapacityProduct, collectively, on the Xxxxx Wxxxx Cross Pipelines; and (iv) quantities 36,000 bpq of Refined Product equal to the Roswell Pipeline Minimum Capacity on the Roswell Products Pipeline. To the extent that the HollyFrontier Hxxxx 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(f) 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(b), the Partnership Entities agree to own or lease, operate and maintain the assets necessary to accept the deliveries from the HollyFrontier Xxxxx 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 Xxxxx 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 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 HollyFrontier Xxxxx Entities each month during the Term: (i) quantities 79,000 bpd of Crude Oil equal to the Trunk Pipeline Minimum Capacity on the Crude Oil Trunk Pipelines; (ii) quantities (A) from the Effective Time until the fifth anniversary of the Effective Time: 50,000 bpd of Crude Oil equal to the Gathering Pipeline Minimum Capacity on the Crude Oil Gathering Pipelines; (B) from the fifth anniversary of the Effective Time until the tenth anniversary of the Effective Time: 47,500 bpd of Crude Oil on the Crude Oil Gathering Pipelines; and (C) from the tenth anniversary of the Effective Time until the expiration of the Term: 45,000 bpd of Crude Oil on the Crude Oil Gathering Pipelines (in each case, including storage in the Artesia Crude Oil Pipeline Tankage or Lovington Crude Oil Refinery Tankage, but not in the Refinery Tankage); (iii) quantities 8,000 bpd of Crude Oil and Refined Product equal to the Xxxxx Cross Minimum CapacityProduct, collectively, on the Xxxxx Cross Pipelines; and (iv) quantities 36,000 bpq of Refined Product equal to the Roswell Pipeline Minimum Capacity on the Roswell Products Pipeline. To the extent that the HollyFrontier Xxxxx 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.