Common use of Right of Offer Clause in Contracts

Right of Offer. (a) If Xxxxx GP or a HFC Group Member becomes aware of an opportunity to acquire Permitted Assets with a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million, then, subject to Section 2.3(c), as soon as practicable, Xxxxx GP or such HFC Group Member shall notify HEP of such opportunity and deliver to HEP, or provide HEP access to all information prepared by or on behalf of, or material information submitted or delivered to, Xxxxx GP or such HFC Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, HEP shall notify Xxxxx GP or the HFC Group Member that it has either elected: (i) not to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, or (ii) to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, in which case the applicable Parties shall follow the procedures in Section 2.4. (b) If, at any time, HEP abandons such opportunity (as evidenced in writing by HEP to the HFC Group Member), Xxxxx GP or the HFC Group Member may pursue such opportunity. Any Permitted Assets which are permitted to be acquired by Xxxxx GP or a HFC Group Member must be so acquired: (i) within 12 months of the later to occur of (A) the date that Xxxxx GP or the HFC Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3, and (B) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and (ii) on terms not materially more favorable to Xxxxx GP or the HFC Group Member than were offered to HEP. If either of these conditions are not satisfied, the opportunity must be reoffered to HEP in accordance with Section 2.3(a). (c) Section 2.3(a) shall not apply if Xxxxx GP or a HFC Group Member: (i) becomes aware of an opportunity to make an acquisition that includes Permitted Assets and assets that are not Permitted Assets, and the Permitted Assets have a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the Board of Directors of HFC) of the total assets being considered for acquisition, or (ii) desires to construct Permitted Assets with an estimated construction cost (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million; provided, however, that in each case Xxxxx GP or a HFC Group Member, as the case may be, shall comply with Section 2.4.

Right of Offer. (a) If Xxxxx GP or a HFC Group Member becomes aware of an opportunity to acquire Permitted Assets with a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million, then, subject to Section 2.3(c), as soon as practicable, Xxxxx GP or such HFC Group Member shall notify HEP of such opportunity and deliver to HEP, or provide HEP access to all information prepared by or on behalf of, or material information submitted or delivered to, Xxxxx GP or such HFC Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, HEP shall notify Xxxxx GP or the HFC Group Member that it has either elected: (i) not to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, or (ii) to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, in which case the applicable Parties shall follow the procedures in Section 2.4. (b) If, at any time, HEP abandons such opportunity (as evidenced in writing by HEP to the HFC Group Member), Xxxxx GP or the HFC Group Member may pursue such opportunity. Any Permitted Assets which are permitted to be acquired by Xxxxx GP or a HFC Group Member must be so acquired: (i) within 12 months of the later to occur of (Ai) the date that Xxxxx GP or the HFC Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3, and (Bii) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and (ii) on terms not materially more favorable to Xxxxx GP or the HFC Group Member than were offered to HEP. If either of these conditions are not satisfied, the opportunity must be reoffered to HEP in accordance with Section 2.3(a). (c) Section 2.3(a) shall not apply if Xxxxx GP or a HFC Group Member: (i) becomes aware of an opportunity to make an acquisition that includes Permitted Assets and assets that are not Permitted Assets, and the Permitted Assets have a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the Board of Directors of HFC) of the total assets being considered for acquisition, or (ii) desires to construct Permitted Assets with an estimated construction cost (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million; provided, however, that in each case Xxxxx GP or a HFC Group Member, as the case may be, shall comply with Section 2.4.

Right of Offer. (a) If Xxxxx GP or a HFC HFS Group Member becomes aware of an opportunity to acquire Permitted Assets with a fair market value (as determined in good faith by the Board of Directors of HFCXX Xxxxxxxx) equal to or greater than $5 million, then, subject to Section 2.3(c), as soon as practicable, Xxxxx GP or such HFC HFS Group Member shall notify HEP of such opportunity and deliver to HEP, or provide HEP access to all information prepared by or on behalf of, or material information submitted or delivered to, Xxxxx GP or such HFC HFS Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, HEP shall notify Xxxxx GP or the HFC HFS Group Member that it has either elected: (i) not to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, or (ii) to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, in which case the applicable Parties shall follow the procedures in Section 2.4. (b) If, at any time, HEP abandons such opportunity (as evidenced in writing by HEP to the HFC HFS Group Member), Xxxxx GP or the HFC HFS Group Member may pursue such opportunity. Any Permitted Assets which are permitted to be acquired by Xxxxx GP or a HFC HFS Group Member must be so acquired: (i) within 12 months of the later to occur of (A) the date that Xxxxx GP or the HFC HFS Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3, and (Bb) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and (ii) on terms not materially more favorable to Xxxxx GP or the HFC HFS Group Member than were offered to HEP. If either of these conditions are not satisfied, the opportunity must be reoffered to HEP in accordance with Section 2.3(a). (c) Section 2.3(a) shall not apply if Xxxxx GP or a HFC HFS Group Member: (i) becomes aware of an opportunity to make an acquisition that includes Permitted Assets and assets that are not Permitted Assets, and the Permitted Assets have a fair market value (as determined in good faith by the Board of Directors of HFCXX Xxxxxxxx) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the Board of Directors of HFCXX Xxxxxxxx) of the total assets being considered for acquisition, or (ii) desires to construct Permitted Assets with an estimated construction cost (as determined in good faith by the Board of Directors of HFCXX Xxxxxxxx) equal to or greater than $5 million; provided, however, that in each case Xxxxx GP or a HFC HFS Group Member, as the case may be, shall comply with Section 2.4. (d) Section 2.3 shall not apply to the Xxxxxxxx Refinery Logistics Assets.

Right of Offer. (a) If Xxxxx GP or a HFC Group Member becomes aware of an opportunity to acquire Permitted Assets with a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million, then, subject to Section 2.3(c), as soon as practicable, Xxxxx GP or such HFC Group Member shall notify HEP of such opportunity and deliver to HEP, or provide HEP access to all information prepared by or on behalf of, or material information submitted or delivered to, Xxxxx GP or such HFC Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, HEP shall notify Xxxxx GP or the HFC Group Member that it has either elected: (i) not to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, or (ii) to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, in which case the applicable Parties shall follow the procedures in Section 2.4. (b) If, at any time, HEP abandons such opportunity (as evidenced in writing by HEP to the HFC Group Member), Xxxxx GP or the HFC Group Member may pursue such opportunity. Any Permitted Assets which are permitted to be acquired by Xxxxx GP or a HFC Group Member must be so acquired: (i) within 12 months of the later to occur of (A) the date that Xxxxx GP or the HFC Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3, and (Bb) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and (ii) on terms not materially more favorable to Xxxxx GP or the HFC Group Member than were offered to HEP. If either of these conditions are not satisfied, the opportunity must be reoffered to HEP in accordance with Section 2.3(a). (c) Section 2.3(a) shall not apply if Xxxxx GP or a HFC Group Member: (i) becomes aware of an opportunity to make an acquisition that includes Permitted Assets and assets that are not Permitted Assets, and the Permitted Assets have a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the Board of Directors of HFC) of the total assets being considered for acquisition, or (ii) desires to construct Permitted Assets with an estimated construction cost (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million; provided, however, that in each case Xxxxx GP or a HFC Group Member, as the case may be, shall comply with Section 2.4.

Right of Offer. (a) If Xxxxx GP or a HFC Group Member becomes aware of an opportunity to acquire Permitted Assets with a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million, then, subject to Section 2.3(c), as soon as practicable, Xxxxx GP or such HFC Group Member shall notify HEP of such opportunity and deliver to HEP, or provide HEP access to all information prepared by or on behalf of, or material information submitted or delivered to, Xxxxx GP or such HFC Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, HEP shall notify Xxxxx GP or the HFC Group Member that it has either elected: (i) not to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, or (ii) to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, in which case the applicable Parties shall follow the procedures in Section 2.4. (b) If, at any time, HEP abandons such opportunity (as evidenced in writing by HEP to the HFC Group Member), Xxxxx GP or the HFC Group Member may pursue such opportunity. Any Permitted Assets which are permitted to be acquired by Xxxxx GP or a HFC Group Member must be so acquired: (i) within 12 months of the later to occur of (Ai) the date that Xxxxx GP or the HFC Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3, and (Bii) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and and (ii) on terms not materially more favorable to Xxxxx GP or the HFC Group Member than were offered to HEP. If either of these conditions are not satisfied, the opportunity must be reoffered to HEP in accordance with Section 2.3(a). (c) Section 2.3(a) shall not apply if Xxxxx GP or a HFC Group Member: (i) becomes aware of an opportunity to make an acquisition that includes Permitted Assets and assets that are not Permitted Assets, and the Permitted Assets have a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the Board of Directors of HFC) of the total assets being considered for acquisition, or (ii) desires to construct Permitted Assets with an estimated construction cost (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million; provided, however, that in each case Xxxxx GP or a HFC Group Member, as the case may be, shall comply with Section 2.4.

Right of Offer. (a) If Xxxxx GP or a HFC Group Member becomes aware of an opportunity to acquire Permitted Assets with a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million, then, subject to Section 2.3(c), as soon as practicable, Xxxxx GP or such HFC Group Member shall notify HEP of such opportunity and deliver to HEP, or provide HEP access to all information prepared by or on behalf of, or material information submitted or delivered to, Xxxxx GP or such HFC Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, HEP shall notify Xxxxx GP or the HFC Group Member that it has either elected: (i) not to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, or (ii) to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, in which case the applicable Parties shall follow the procedures in Section 2.4. (b) If, at any time, HEP abandons such opportunity (as evidenced in writing by HEP to the HFC Group Member), Xxxxx GP or the HFC Group Member may pursue such opportunity. Any Permitted Assets which are permitted to be acquired by Xxxxx GP or a HFC Group Member must be so acquired: (i) within 12 months of the later to occur of (A) the date that Xxxxx GP or the HFC Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3, and (B) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and (ii) on terms not materially more favorable to Xxxxx GP or the HFC Group Member than were offered to HEP. If either of these conditions are not satisfied, the opportunity must be reoffered to HEP in accordance with this Section 2.3(a2.3(b). (c) Notwithstanding Section 2.3(a) shall not apply ), if Xxxxx GP or a HFC Group Member: Member (i) becomes aware of an opportunity to make an acquisition that includes Permitted Assets and assets that are not Permitted Assets, and the Permitted Assets have a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the Board of Directors of HFC) of the total assets being considered for acquisition, or or (ii) desires desire to construct Permitted Assets with an estimated construction cost (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million; provided, howeverthen in either case, that in each case Xxxxx GP or a the HFC Group Member, Member may make such acquisition without first offering the opportunity to HEP or may construct such Permitted Assets as long as it complies with the case may be, shall comply with procedures set forth below in Section 2.4.

Right of Offer. (a) If Xxxxx GP or a HFC Group Member becomes aware of an opportunity to acquire Permitted Assets with a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million, then, subject to Section 2.3(c), as soon as practicable, Xxxxx GP or such HFC Group Member shall notify HEP of such opportunity and deliver to HEP, or provide HEP access to all information prepared by or on behalf of, or material information submitted or delivered to, Xxxxx GP or such HFC Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, HEP shall notify Xxxxx GP or the HFC Group Member that it has either elected: (i) not to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, or (ii) to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, in which case the applicable Parties shall follow the procedures in Section 2.4. (b) If, at any time, HEP abandons such opportunity (as evidenced in writing by HEP to the HFC Group Member), Xxxxx GP or the HFC Group Member may pursue such opportunity. Any Permitted Assets which are permitted to be acquired by Xxxxx GP or a HFC Group Member must be so acquired: (i) within 12 months of the later to occur of (Ai) the date that Xxxxx GP or the HFC Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3, and (Bii) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and and [ Page 7 to Seventeenth Amended and Restated Omnibus Agreement] (ii) on terms not materially more favorable to Xxxxx GP or the HFC Group Member than were offered to HEP. If either of these conditions are not satisfied, the opportunity must be reoffered to HEP in accordance with Section 2.3(a). (c) Section 2.3(a) shall not apply if Xxxxx GP or a HFC Group Member: (i) becomes aware of an opportunity to make an acquisition that includes Permitted Assets and assets that are not Permitted Assets, and the Permitted Assets have a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the Board of Directors of HFC) of the total assets being considered for acquisition, or (ii) desires to construct Permitted Assets with an estimated construction cost (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million; provided, however, that in each case Xxxxx GP or a HFC Group Member, as the case may be, shall comply with Section 2.4.