Common use of Right to Enter into a New Agreement Clause in Contracts

Right to Enter into a New Agreement. In the event that Lion fails to exercise its option to extend this Agreement for any Renewal Term, Logistics shall have the right to negotiate to enter into one or more new throughput and tankage agreements with respect to the Terminal and/or the Tankage with one or more third parties to begin after the date of termination. In such circumstances, Logistics shall give Lion 45 days’ prior written notice of any proposed new throughput and tankage agreement with a third party, including (i) the material terms and conditions thereof (including fee schedules, tariffs and duration) and (ii) a 45-day period (beginning on Lion’s receipt of such written notice) (the “First Offer Period”) in which Lion may enter into a new throughput and tankage agreement with Logistics (the “Right of First Refusal”). If Lion makes an offer on commercial terms that are no less favorable, taken as a whole, than the proposed third-party offer with respect to such throughput and tankage agreement during the First Offer Period, then Logistics shall be obligated to enter into a throughput and tankage agreement with Lion on the terms set forth in its proposed offer. If Lion does not exercise its Right of First Refusal in the matter set forth above, Logistics may proceed with the negotiation of and entry into the third-party agreement.

Right to Enter into a New Agreement. In the event that Lion Refining fails to exercise its option to extend this Agreement for any Renewal Term, Logistics shall have the right to negotiate to enter into one or more new throughput and tankage agreements with respect to the Terminal and/or the Tankage with one or more third parties to begin after the date of termination. In such circumstances, Logistics shall give Lion Refining 45 days’ prior written notice of any proposed new throughput and tankage agreement with a third party, including (i) the material terms and conditions thereof (including fee schedules, tariffs and duration) and (ii) a 45-day period (beginning on LionRefining’s receipt of such written notice) (the “First Offer Period”) in which Lion Refining may enter into a new throughput and tankage agreement with Logistics (the “Right of First Refusal”). If Lion Refining makes an offer on commercial terms that are no less favorable, taken as a whole, than the proposed third-party offer with respect to such throughput and tankage agreement during the First Offer Period, then Logistics shall be obligated to enter into a throughput and tankage agreement with Lion Refining on the terms set forth in its proposed offer. If Lion Refining does not exercise its Right of First Refusal in the matter set forth above, Logistics may proceed with the negotiation of and entry into the third-party agreement.

Right to Enter into a New Agreement. In the event that Lion XXXX fails to exercise its option to extend this Agreement for any Renewal Term, Logistics shall have the right to negotiate to enter into one or more new offload and throughput and tankage agreements with respect to the Terminal and/or the Tankage Rail Offloading Facility with one or more third parties to begin after the date of termination. In such circumstances, Logistics shall give Lion XXXX 45 days’ prior written notice of any proposed new offload and throughput and tankage agreement with a third party, including (i) the material terms and conditions thereof (including fee schedules, tariffs schedules and duration) and (ii) a 45-day period (beginning on Lion’s XXXX’x receipt of such written notice) (the “First Offer Period”) in which Lion XXXX may enter into a new offload and throughput and tankage agreement with Logistics (the “Right of First Refusal”). If Lion XXXX makes an offer on commercial terms that are no less favorable, taken as a whole, than the proposed third-party offer with respect to such offload and throughput and tankage agreement during the First Offer Period, then Logistics shall be obligated to enter into a offload and throughput and tankage agreement with Lion XXXX on the terms set forth in its proposed offer. If Lion XXXX does not exercise its Right of First Refusal in the matter set forth above, Logistics may proceed with the negotiation of and entry into the third-party agreement.