Common use of Post-Commencement Date Undertakings Clause in Contracts

Post-Commencement Date Undertakings. (a) From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance satisfactory to Xxxx, pursuant to which the Company may transfer and assign to Xxxx the Company’s (or its Affiliates’) right to use any Available Storage or Transportation Arrangement that has not previously been included as an Included Location or such other storage or transportation facility as may hereafter be identified by the Company; provided that (i) upon and concurrently with implementing any such assignment, designation or arrangement, any such Available Storage or Transportation Arrangement shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank, Included Crude Pipeline or Included Product Pipeline, as applicable, and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; (ii) to the extent requested by Xxxx, the Parties shall amend the Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to Xxxx as a result of such assignment, designation or arrangement; and (iii) without limiting the generality of the foregoing, the addition of an Included Location shall be subject to satisfaction of Aron’s Policies and Procedures (as defined in Section 13.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 13.4(b)(i) below. In addition, if the relevant storage or transportation facility fails to satisfy Aron’s Policies and Procedures as a result of Aron’s Policies and PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then, upon the Company’s request, Xxxx shall consult with the Company in good faith to determine whether based on further information provided by the Company such storage or transportation facility complies with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, Xxxx will from time to time reconsider whether such storage or transportation facility satisfies clause (iii) above. (b) If, at any time during the Term of this Agreement, the Company restarts or is intending to restart any of its refining and processing units at the portion of the Refinery in Bakersfield, California, the Company shall enter into exclusive negotiations with Xxxx with respect to the terms upon which the parties may mutually agree to expand the scope of this Agreement to include, as Crude Storage Tanks under this Agreement, any tanks at the Bakersfield Refinery which are to be used in the Company’s refining operations and that the Company is not obligated to offer for use to a third party pursuant to an existing agreement as of the date of this Agreement, to provide for the supply of Crude Oil and feedstocks to and the offtake of Products from such refining and processing units in Bakersfield, California.

Post-Commencement Date Undertakings. (a) From and after the Commencement Date, the Company Fuels and LW may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance reasonably satisfactory to XxxxMacquarie, pursuant to which the Company Fuels or LW may transfer and assign to Xxxx the CompanyMacquarie Fuels’ or LW’s (or its their respective Affiliates’) right to use any Available Storage or Transportation Arrangement that has not previously been included as an Included Location or such other storage or transportation facility as may hereafter be identified by the CompanyFuels or LW; provided that (i) upon and concurrently with implementing any such assignment, designation or arrangement, any such Available Storage storage or Transportation Arrangement transportation facility shall be added to the appropriate Schedule hereto as an additional Included Crude Storage Tank, Included Product Tank, Included Crude Pipeline Tank or Included Product Pipeline, as applicable, and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; (ii) to the extent requested by XxxxMacquarie, the Parties shall amend the Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to Xxxx Macquarie as a result of such assignment, designation or arrangement; and (iii) without limiting the generality of the foregoing, the addition of an Included Location shall be subject to satisfaction of AronMacquarie’s Policies and Procedures (as defined in Section 13.4(a14.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 13.4(b)(i14.4(b)(i) below. In addition, if the relevant storage or transportation facility fails to satisfy AronMacquarie’s Policies and Procedures as a result of Aron’s Policies and PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practiceProcedures, then, upon the CompanyFuels’ or LW’s request, Xxxx Macquarie shall consult with the Company Fuels or LW in good faith to determine whether based on further information provided by the Company Fuels or LW such storage or transportation facility complies with AronMacquarie’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with AronMacquarie’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, Xxxx will Macquarie shall from time to time reconsider whether such storage or transportation facility satisfies clause (iii) above. (b) If, at any time during the Term of this Agreement, the Company restarts or is intending to restart any of its refining and processing units at the portion of the Refinery in Bakersfield, California, the Company shall enter into exclusive negotiations with Xxxx with respect to the terms upon which the parties may mutually agree to expand the scope of this Agreement to include, as Crude Storage Tanks under this Agreement, any tanks at the Bakersfield Refinery which are to be used in the Company’s refining operations and that the Company is not obligated to offer for use to a third party pursuant to an existing agreement as of the date of this Agreement, to provide for the supply of Crude Oil and feedstocks to and the offtake of Products from such refining and processing units in Bakersfield, California.

Post-Commencement Date Undertakings. (a) From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance satisfactory to XxxxAxxx, pursuant to which the Company may transfer and assign to Xxxx Axxx the Company’s 's (or its Affiliates’') right to use any Available Storage or Transportation Arrangement Facility that has not previously been included as an Included Location or such other storage or transportation facility as may hereafter be identified by the Company; provided that (ia) upon and concurrently with implementing any such assignment, designation or arrangement, any such Available Storage or Transportation Arrangement Facility shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank, Included Crude Pipeline or Included Product Pipeline, as applicable, Pipeline and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; hereunder and (iib) to the extent requested by XxxxAxxx, the Parties Company shall amend cause ARKS to enter into an amendment to the Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to Xxxx Axxx as a result of such assignment, designation or arrangement; . (b) From and after the Commencement Date, the Company will cooperate with Axxx to cause to be prepared, executed and filed, in such jurisdictions as Axxx shall dxxx necessary or appropriate, UCC-1 financing statements reflecting Axxx as owner of all Crude Oil in the Crude Storage Tanks and all Products in the Product Storage Tanks. NY2-683668 The Company shall execute and deliver to Axxx, and the Company hereby authorizes Axxx to file (iii) with or without the Company's signature), at any time and from time to time, all such financing statements, amendments to financing statements, continuation financing statements, termination statements, relating to such Crude Oil and Products, and other documents and instruments, all in form satisfactory to Axxx, as Axxx may request, to confirm Aron's ownership of such Crude Oil and Products and to otherwise and to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, the addition Company ratifies and authorizes the filing by Axxx of an Included Location shall be subject to satisfaction of Aron’s Policies and Procedures (as defined in Section 13.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 13.4(b)(i) below. In addition, if the relevant storage or transportation facility fails to satisfy Aron’s Policies and Procedures as a result of Aron’s Policies and PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then, upon the Company’s request, Xxxx shall consult with the Company in good faith to determine whether based on further information provided by the Company such storage or transportation facility complies with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, Xxxx will from time to time reconsider whether such storage or transportation facility satisfies clause (iii) above. (b) If, at any time during the Term of this Agreement, the Company restarts or is intending to restart any of its refining and processing units at the portion of the Refinery in Bakersfield, California, the Company shall enter into exclusive negotiations with Xxxx with respect financing statements filed prior to the terms upon which the parties may mutually agree to expand the scope of this Agreement to include, as Crude Storage Tanks under this Agreement, any tanks at the Bakersfield Refinery which are to be used in the Company’s refining operations and that the Company is not obligated to offer for use to a third party pursuant to an existing agreement as of the date of this Agreement, to provide for the supply of Crude Oil and feedstocks to and the offtake of Products from such refining and processing units in Bakersfield, CaliforniaCommencement Date.

Post-Commencement Date Undertakings. (a) From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance satisfactory to Xxxx, pursuant to which the Company may transfer and assign to Xxxx the Company’s (or its Affiliates’) right to use any Available Storage or Transportation Arrangement Facility that has not previously been included as an Included Location or such other storage or transportation facility as may hereafter be identified by the Company; provided that (ia) upon and concurrently with implementing any such assignment, designation or arrangement, any such Available Storage or Transportation Arrangement PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Facility shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank, third party Included Crude Pipeline or third party Included Product Pipeline, as applicable, and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; hereunder and (iib) to the extent requested by Xxxx, the Parties shall amend the Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to Xxxx as a result of such assignment, designation or arrangement; and (iii) without limiting the generality of the foregoing, the addition of an Included Location shall be subject to satisfaction of Aron’s Policies and Procedures (as defined in Section 13.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 13.4(b)(i) below. In addition, if the relevant storage or transportation facility fails to satisfy Aron’s Policies and Procedures as a result of Aron’s Policies and PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then, upon the Company’s request, Xxxx shall consult with the Company in good faith to determine whether based on further information provided by the Company such storage or transportation facility complies with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, Xxxx will from time to time reconsider whether such storage or transportation facility satisfies clause (iii) above. (b) If, at any time during the Term of this Agreement, the Company restarts or is intending to restart any of its refining and processing units at the portion of the Refinery in Bakersfield, California, the Company shall enter into exclusive negotiations with Xxxx with respect to the terms upon which the parties may mutually agree to expand the scope of this Agreement to include, as Crude Storage Tanks under this Agreement, any tanks at the Bakersfield Refinery which are to be used in the Company’s refining operations and that the Company is not obligated to offer for use to a third party pursuant to an existing agreement as of the date of this Agreement, to provide for the supply of Crude Oil and feedstocks to and the offtake of Products from such refining and processing units in Bakersfield, California.