Common use of Consent Decree Clause in Contracts

Consent Decree. (a) The El Dorado Refinery is subject to a Clean Air Act consent decree (the “El Dorado Consent Decree”) entered by the U.S. District Court in Kansas. The Parties agree that following the Closing, El Dorado Logistics will assume responsibility for complying with the terms and conditions of the El Dorado Consent Decree that apply to the El Dorado Assets. The Parties also agree to execute and submit to the U.S. District Court in Kansas, a modification of the El Dorado Consent Decree that makes binding upon El Dorado Logistics all of the terms and conditions of the El Dorado Consent Decree that are applicable to the El Dorado Assets and that releases Frontier El Dorado from the post-transfer obligations and liabilities of the El Dorado Consent Decree applicable to the El Dorado Assets. (b) The Cheyenne Refinery is subject to a Clean Air Act consent decree (the “Cheyenne Consent Decree”) entered by the U.S. District Court in Wyoming. The Parties agree that following the Closing, Cheyenne Logistics will assume responsibility for complying with the terms and conditions of the Cheyenne Consent Decree that apply to the Cheyenne Assets. The Parties also agree to execute and submit to the U.S. District Court in Wyoming, a modification of the Cheyenne Consent Decree that makes binding upon Cheyenne Logistics all of the terms and conditions of the Cheyenne Consent Decree that are applicable to the Cheyenne Assets and that releases Frontier Cheyenne from the post-transfer obligations and liabilities of the Cheyenne Consent Decree applicable to the Cheyenne Assets.

Consent Decree. (a) The El Dorado Refinery is subject to a Clean Air Act consent decree (Consistent with Paragraph 6 of the “El Dorado Consent Decree”, (i) Buyer acknowledges that it has received written notice of the Consent Decree and been provided with a copy thereof; and (ii) within a reasonable time after the Execution Date (but in any event within 5 days of the Execution Date), Seller or its Subsidiaries shall provide notice of this Agreement to the other parties to the Consent Decree. Seller or its Subsidiaries and Buyer shall negotiate in good faith to make any changes to the Consent Decree Modification mutually acceptable to Seller and Buyer that are (A) appropriate non-substantive form changes; or (B) if applicable, necessary to reflect only the sale that is the subject of this Agreement and not the sale of that certain refinery in Superior, Wisconsin. Seller or its Subsidiaries and Buyer shall consult with the parties to the Consent Decree to confirm that those parties have no objections to the Consent Decree Modification and, if applicable, shall negotiate in good faith with such parties to resolve any such objections. Upon obtaining such confirmation or making any changes mutually acceptable to Seller and Buyer (it being understood that none of Seller, its Subsidiaries or Buyer is under any obligation to accept additional substantive obligations, unless mutually acceptable to Seller and Buyer) to address any objections by the parties to the Consent Decree, Seller shall take, or cause to be taken, all appropriate actions (including those set forth in Paragraph 7 of the Consent Decree) to have the Consent Decree Modification entered by the U.S. District Consent Decree Court, and Buyer shall take all reasonable steps (including those set forth in paragraph 7 of the Consent Decree provided it does not allocate liabilities in any way inconsistent with Seller Consent Decree Obligations or Buyer Consent Decree Obligations, unless mutually acceptable to Seller and Buyer) to support Seller’s or its Subsidiaries’ actions to have the Consent Decree Modification entered by the Consent Decree Court, including supporting Seller’s and its Subsidiaries’ efforts to be released from the Buyer Consent Decree Obligations, and to demonstrate to the Consent Decree Court in Kansasand the other parties to the Consent Decree that Buyer has the financial and technical ability to assume the Buyer Consent Decree Obligations. The Parties agree that following On and after the Closing, El Dorado Logistics will Buyer shall (i) satisfy, perform and assume responsibility for complying all Buyer Consent Decree Obligations and (ii) provide Seller with reasonable access and cooperation to enable Seller to satisfy and perform, at Seller’s expense, any Seller Consent Decree Obligations. Notwithstanding any provision in this Section 7.05(b) to the terms contrary, Buyer is, with respect to the Consent Decree, assuming only the Buyer Consent Decree Obligations and conditions is not assuming any obligation of the El Dorado Seller that, absent broad assumption language in the Consent Decree that apply to or the El Dorado Assets. The Parties also agree to execute and submit to the U.S. District Court in Kansas, a modification of the El Dorado Consent Decree that makes binding upon El Dorado Logistics all of the terms and conditions of the El Dorado Modification, would be a Seller Consent Decree that are applicable to the El Dorado Assets and that releases Frontier El Dorado from the post-transfer obligations and liabilities of the El Dorado Consent Decree applicable to the El Dorado AssetsObligation. (b) The Cheyenne Refinery is subject to a Clean Air Act consent decree (the “Cheyenne Consent Decree”) entered by the U.S. District Court in Wyoming. The Parties agree that following the Closing, Cheyenne Logistics will assume responsibility for complying with the terms and conditions of the Cheyenne Consent Decree that apply to the Cheyenne Assets. The Parties also agree to execute and submit to the U.S. District Court in Wyoming, a modification of the Cheyenne Consent Decree that makes binding upon Cheyenne Logistics all of the terms and conditions of the Cheyenne Consent Decree that are applicable to the Cheyenne Assets and that releases Frontier Cheyenne from the post-transfer obligations and liabilities of the Cheyenne Consent Decree applicable to the Cheyenne Assets.