Common use of Suspension of Refinery Operations Clause in Contracts

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in the event that Delek Refining decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, Delek Refining may provide written notice to Delek-Big Xxxxx of Delek Refining’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after Delek Refining has notified Delek-Big Xxxxx of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If Delek Refining notifies Delek-Big Xxxxx, more than two months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 24(a), during this Notice Period, Delek Refining shall remain liable for the Deficiency Payments and for Storage Fees. During the Notice Period, Delek-Big Xxxxx may terminate this Agreement upon sixty (60) days prior written notice in order to enter into an agreement to provide any third party the services provided to the Delek Refining under this Agreement.

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in the event that Delek Refining decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, Delek Refining may provide written notice to Delek-Big Xxxxx Sandy of Delek Xxxxk Refining’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after Delek Refining has notified Delek-Big Xxxxx Sandy of such xxxx suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If Delek Refining notifies Delek-Big XxxxxSandy, more than mxxx xhan two months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 23(b) and Section 24(a), during this Notice Period, Delek Refining shall remain liable for the Deficiency Payments and for Storage Fees. During the Notice Period, Delek-Big Xxxxx may terminate Sandy max xxxminate this Agreement upon sixty (60) days prior written notice in order to enter into an agreement to provide any third party the services provided to the Delek Refining under this Agreement.

Suspension of Refinery Operations. (a) Lion shall use reasonable commercial efforts to minimize the interruption of operations at the Refinery. Lion shall inform Logistics at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of operations of the Refinery, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions Lion is taking to resume full operations, provided that Lion shall not have any liability for any failure to notify, or delay in notifying, Logistics of any such matters except to the extent Logistics has been materially damaged by such failure or delay. (b) From and after the second anniversary of the Effective Date, in the event that Delek Refining Lion decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) 12 consecutive months, Delek Refining Lion may provide written notice to Delek-Big Xxxxx Logistics of Delek Refining- 30 - Lion’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after Delek Refining Lion has notified Delek-Big Xxxxx Logistics of such suspension and, upon the expiration of the period of twelve (12) 12 months (which may run concurrently with the twelve (12) -month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If Delek Refining Lion notifies Delek-Big XxxxxLogistics, more than two months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 24(a5(a) and Section 16(c), during this the Notice Period, Delek Refining Lion shall remain liable for the Deficiency Payments and for Storage FeesPayments. During the Notice Period, Delek-Big Xxxxx Logistics may terminate this Agreement upon sixty (60) 60 days prior written notice to Lion in order to enter into an agreement to provide any third party the services provided to the Delek Refining Lion under this Agreement; provided, however, that Logistics shall not have the right to terminate this Agreement for so long as Lion continues to make Deficiency Payments. (c) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then Lion shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. Lion shall provide at least 30 days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that Lion shall not have any liability for any failure to notify, or delay in notifying, Logistics of any such suspension except to the extent Logistics has been materially damaged by such failure or delay. (d) In the event the operations of the Refinery are suspended under this Section 16 or as a result of a Force Majeure event, Logistics shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(i). Section 17. Regulatory Matters (a) Each Party shall comply in all material respects with all Applicable Law which directly or indirectly affects the services provided or is associated with its performance hereunder and acknowledges that the other Party is entering into this Agreement in reliance on such compliance. In the event any action or obligation imposed upon a Party under this Agreement shall at any time be in conflict with any requirement of Applicable Law, then this Agreement shall immediately be modified to conform the action or obligation so adversely affected to the requirements of the Applicable Law, and all other provisions of this Agreement shall remain effective. (b) If during the Term, any new Applicable Law becomes effective or any existing Applicable Law or its interpretation is materially changed, which change is not addressed by another provision of this Agreement and which has a material adverse economic impact upon a Party, either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Agreement that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein. - 31 - (c) If during the Term, Logistics is required, under Applicable Law, to file one or more tariffs with any Governmental Authority, in order to provide services under this Agreement, Lion hereby agrees that, if the services to be provided under such tariff or tariffs is provided in conformance with this Agreement, including but not limited to the rates provided hereunder, Lion will not oppose, or assist any other party in opposing, the filing of such tariff or tariffs. Section 18.

Suspension of Refinery Operations. (a) From and after the second (2nd) anniversary of the Effective Commencement Date, in the event that Delek Refining PBF Holding decides to permanently or indefinitely suspend all or substantially all crude oil refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, Delek Refining PBF Holding may provide written notice to Delek-Big Xxxxx TVPC of Delek RefiningPBF Holding’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second (2nd) anniversary of the Effective Commencement Date) after Delek Refining PBF Holding has notified Delek-Big Xxxxx TVPC of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement and any Service Orders shall terminate. If Delek Refining PBF Holding notifies Delek-Big Xxxxx, TVPC more than two (2) months prior to the expiration of the Notice Period, Period of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement and any Service Orders shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 24(a), during this Notice Period, Delek Refining shall remain liable for the Deficiency Payments and for Storage Fees. During the Notice Period, Delek-Big Xxxxx PBF Holding shall remain liable for Crude Shortfall Payments and Storage Services Fees and all payments with respect of Surcharges hereunder. Subject to Section 16(a) and after the fifth (5th) anniversary of the Commencement Date, during the Notice Period, TVPC may terminate this Agreement upon sixty (60) days prior written notice to PBF Holding in order to enter into an agreement to provide any third party the services provided to the Delek Refining PBF Holding under this Agreement.

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in In the event that Delek Refining TRMC decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive monthsMonths, Delek Refining TRMC may provide written notice to Delek-Big Xxxxx TLO of Delek Refining’s TRMC's intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after Delek Refining TRMC has notified Delek-Big Xxxxx of publicly announced such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month 12)-Month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If Delek Refining notifies Delek-Big XxxxxTRMC publicly announces, more than two months (2) Months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked revoked, and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 24(a), during this (b) During the Notice Period, Delek Refining TRMC shall remain liable for Monthly payments of the Throughput and Tankage Fees and the URPP Use Fee and any reimbursements or surcharges hereunder. (c) During the Notice Period, TLO will not be obligated to provide exclusive dedicated use of the Amorco Assets for TRMC; provided, however, that TLO shall continue to allow TRMC use of the Amorco Assets on a priority basis, and TLO shall not dedicate any portion of the Amorco Assets to common carrier service without the prior written approval of TRMC, which approval shall not be unreasonably withheld or delayed. (d) Upon the expiration of the Notice Period, this Agreement shall terminate, except as provided in subsection (e) below, and TRMC's approval shall not be required for TLO to dedicate any of the Amorco Assets to common carrier service. (e) If the Notice Period shall occur during the Interim Period, then TRMC and TLO shall cooperate in good faith to obtain all required approvals of the CSLC and CDFG and other state agencies to permit the Lease Assignment and COFR Assignment and the transfer of the Pipelines as early as reasonably practicable, but the provisions specified in Section 6 of this Agreement regarding 19 \36164683.6 reimbursement for TRMC's costs as Lessee of the Wharf Lease and owner of the Pipelines shall continue through the Interim Period. (f) TRMC is not permitted to suspend or reduce its obligations under this Agreement in connection with a shutdown of the Refinery for scheduled turnarounds or other regular servicing or maintenance. If refining operations at the Refinery are suspended for any reason (including Refinery turnarounds and other scheduled maintenance), then TRMC shall remain liable for the Deficiency Payments Throughput and for Storage Fees. During Tankage Fees and the Notice Period, Delek-Big Xxxxx may terminate URPP Use Fee and any reimbursements or surcharges under this Agreement upon sixty for the duration of the suspension, unless and until this Agreement is terminated as provided above. TRMC shall provide at least thirty (6030) days days' prior written notice in order of any suspension of operations at the Refinery due to enter into an agreement to provide any third party the services provided to the Delek Refining under this Agreementa planned turnaround or scheduled maintenance.

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in In the event that Delek Refining TRMC decides to permanently or indefinitely suspend refining operations at the Mandan Refinery for a period that shall continue for at least twelve (12) consecutive monthsMonths, Delek Refining TRMC may provide written notice to Delek-Big Xxxxx TLO of Delek RefiningTRMC’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after Delek Refining TRMC has notified Delek-Big Xxxxx of publicly announced such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month Month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If Delek Refining notifies Delek-Big XxxxxTRMC publicly announces, more than two months (2) Months prior to the expiration of the Notice Period, of its intent to resume operations at the Mandan Refinery, then the Suspension Notice shall be deemed revoked revoked, and the applicable portion of this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 24(a12 of 24 (b) If refining operations at the Mandan Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), during this Notice Period, Delek Refining then TRMC shall remain liable for the Deficiency Quarterly Shortfall Payments and for Storage Fees. During the Notice Period, Delek-Big Xxxxx may terminate under this Agreement upon sixty for the duration of the suspension, unless and until this Agreement is terminated as provided above. TRMC shall provide at least thirty (6030) days prior written notice of any suspension of operations at the Mandan Refinery due to a planned turnaround or scheduled maintenance. 17.COMPLIANCE WITH LAWS (a) Both Parties, in order carrying out the terms and provisions of this Agreement and any Trucking Service Order, shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction. (b) Prior to enter into an agreement transporting any crude petroleum covered hereunder or under any Trucking Service Order, TLO shall make or cause to provide any third party be made, the following certifications on the delivery receipt or xxxx of lading covering the crude petroleum received if required by 49 CFR 172.204, or such other certification(s) as may be required by applicable law: “This is to certify that the above-named materials are properly classified, described, packaged, marked and labeled, and are in proper condition for transportation according to the applicable regulations of the Department of Transportation. TLO hereby certifies that the cargo tank used for this shipment is a proper container for the commodity loaded therein and complies with Department of Transportation specification and certifies that cargo tank is properly placarded and marked to comply with regulations pertaining to hazardous materials.” (c) TLO shall secure and maintain current all required permits, licenses, certificates, and approvals for the services to be provided to the Delek Refining under this Agreementhereunder. TLO and any authorized subcontractors shall specifically comply with all Applicable Law. 18.