Common use of Multi-Site Contracts Clause in Contracts

Multi-Site Contracts. (a) Section 2.14(a) of the Disclosure Schedule sets forth all Multi-Site Contracts not addressed separately by the Related Agreements that are material to the Business and as to which the Parties have agreed to equitably allocate the rights and obligations arising thereunder (the “Shared Multi-Site Contracts,”) it being understood that no additional consideration will be owing by Buyer to Sellers in respect of such allocation of the Shared Multi-Site Contracts. (b) With respect to each such Shared Multi-Site Contract, (i) the Parties shall cooperate with each other and each Multi-Site Contract counterparty in such allocation and (ii) the Parties shall use their Commercially Reasonable Efforts to split the Shared Multi-Site Contract on terms reasonably acceptable to the Parties, but the Parties acknowledge that the portion of such Contracts allocated to Buyer may not include any group discounts or similar benefits specific to Sellers or their Affiliates. Completion of documentation of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Multi-Site Contract which is not split prior to Closing pursuant to subsection (ii) of this Section 2.14(b), the Parties shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which Buyer shall receive the allocable benefits thereunder from and after Closing, and to the extent of the allocable benefits received, Buyer shall pay and perform Sellers’ obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 2.14 is executed and delivered. Buyer shall indemnify and hold harmless Sellers for any Damages associated with the performance of Buyer for the portion allocated to Buyer, and Sellers shall indemnify and hold harmless Buyer for any Damages associated with the performance of Sellers for the portion allocated to Sellers. (c) In the event that the terms of any Shared Multi-Site Contract prohibits the allocation contemplated by this Section 2.14, the Parties shall use Commercially Reasonable Efforts to provide the benefits and obligations of the portion of the Shared Multi-Site Contract that would have been allocated to Buyer but for any such prohibition.

Multi-Site Contracts. Sellers may be a parties to certain contracts to which their Affiliates are also parties, and which pertain to various other refineries and facilities owned by the Sellers and their Affiliates in addition to the Refinery and the Pipeline (a) Section 2.14(a) of each, a “Multi-Site Contract” and collectively, the Disclosure Schedule sets forth “Multi-Site Contracts”). Buyers acknowledge and agree that Buyers shall not be entitled to become parties thereto after Closing, and it is Sellers’ intention to terminate all Multi-Site Contracts not addressed separately by the Related Agreements that are material (as they relate to the Business and as Refinery and/or Pipeline) effective on or before Closing. Notwithstanding such termination, Buyers shall be obligated to which the Parties have agreed to equitably allocate the rights and obligations arising thereunder (the “Shared honor any work releases, purchase commitments or other similar commitments made by Sellers under any Multi-Site Contracts,”) it being understood that no additional consideration will be owing by Buyer Contracts prior to Sellers Closing, but not yet fully performed or satisfied as of Closing, so long as such commitments were not made in respect violation of such allocation of Sellers’ obligations under Section 5.1. To the Shared extent a Multi-Site Contracts. (b) With respect Contract by its terms is not terminable as to each Sellers, Buyers covenant and agree, to the extent they desires to enter into a contractual relationship with the counterparty to such Shared Multi-Site Contract, to (i) negotiate diligently and in good faith with the Parties shall cooperate with each other and each counterparty to such Multi-Site Contract in an effort to enter into a new agreement between such counterparty in such allocation and the appropriate Buyer as promptly as possible following Closing, and (ii) until such new agreement becomes effective, to the Parties shall use their Commercially Reasonable Efforts extent Buyers do not incur any detriment or burden (other than any obligations Buyers may have pursuant to split the Shared immediately preceding sentence), honor the terms of the Multi-Site Contract on terms reasonably acceptable to the Parties, but the Parties and not make any elective purchases or other elective commitments thereunder. Buyers acknowledge that the portion terms and conditions of such the Multi-Site Contracts allocated to Buyer may not include any group discounts or similar benefits specific to (including rate sheets and other commercial terms and) are confidential and proprietary information of Sellers or and their Affiliates, and Buyers shall destroy any such information they may inadvertently obtain, and shall not use such information for any purpose other than as may be necessary for Buyers to honor any pending work release or other commitment thereunder in accordance with the foregoing provisions of this Section 8.4. Completion Without limiting any other indemnification obligations under this Agreement, each party shall indemnify, defend and hold harmless the other party against any and all Claims and Losses arising out of documentation the indemnifying party’s breach or utilization of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Multi-Site Contract which is not split prior to Closing pursuant to subsection (ii) of this Section 2.14(b), the Parties shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which Buyer shall receive the allocable benefits thereunder from and after Closing, and to the extent of the allocable benefits received, Buyer shall pay and perform Sellers’ obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 2.14 is executed and delivered. Buyer shall indemnify and hold harmless Sellers for any Damages associated with the performance of Buyer for the portion allocated to Buyer, and Sellers shall indemnify and hold harmless Buyer for any Damages associated with the performance of Sellers for the portion allocated to Sellers. (c) In the event that the terms of any Shared Multi-Site Contract prohibits the allocation contemplated by this Section 2.14, the Parties shall use Commercially Reasonable Efforts to provide the benefits and obligations of the portion of the Shared Multi-Site Contract that would have been allocated to Buyer but for any such prohibition.

Multi-Site Contracts. (a) Section 2.14(a) of the Disclosure Schedule 7.4 sets forth a list of certain “master” contracts and agreements that the Company is a party to, or otherwise authorized to utilize, and which pertain to multiple refineries and facilities owned by Seller and its Affiliates in addition to the Assets (each, a “Multi-Site Contract” and collectively, the “Multi-Site Contracts”). Some of those Multi-Site Contracts may constitute Seller Contracts or Material Company Contracts. With respect to all Multi-Site Contracts, Buyer acknowledges and agrees that the Company shall not be entitled to remain or become a party thereto, or otherwise make use thereof, after Closing, and it is Seller’s intention to terminate all Multi-Site Contracts not addressed separately by the Related Agreements that are material as to the Business and Company effective as of Closing. Notwithstanding such termination, the Company shall be obligated to which the Parties have agreed to equitably allocate the rights and obligations arising thereunder (the “Shared honor any work releases, purchase commitments or other similar commitments made by them under any Multi-Site Contracts,”) it being understood that no additional consideration will be owing by Buyer Contracts prior to Sellers Closing, but not yet fully performed or satisfied as of Closing, so long as such commitments were not made in respect violation of such allocation of Seller’s Obligations under Section 6.1. To the Shared Multi-Site Contracts. (b) With respect to each such Shared Multi-Site Contract, (i) the Parties shall cooperate with each other and each extent a Multi-Site Contract counterparty by its terms is not terminable as to the Company, Buyer covenants and agrees to (i) negotiate in good faith with the counterparty(ies) to such allocation Multi-Site Contract in an effort to enter into a new agreement between such counterparty(ies) and the Company as soon as reasonably practicable as possible following Closing, and (ii) until such new agreement becomes effective, honor the Parties shall use their Commercially Reasonable Efforts to split terms of the Shared Multi-Site Contract on terms reasonably acceptable to the Parties, but the Parties acknowledge and not make any elective purchases or other elective commitments thereunder. Buyer acknowledges that the portion terms and conditions of Multi-Site Contracts that relate to other facilities of Seller and its Affiliates other than the Refinery (including rate sheets and other commercial terms and conditions covering such Contracts allocated to other facilities) are confidential and proprietary information of Seller and its Affiliates, and Buyer shall destroy any such information it may inadvertently obtain, and shall not include use such information for any group discounts purpose. Without limiting any of Buyer’s other indemnification Obligations under this Agreement, Buyer shall indemnify, defend and hold harmless the Seller Indemnitees against any and all Claims and Losses arising out of Buyer’s breach or similar benefits specific to Sellers or their Affiliates. Completion of documentation utilization of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Multi-Site Contract which is not split prior to Closing pursuant to subsection (ii) of this Section 2.14(b), the Parties shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which Buyer shall receive the allocable benefits thereunder from and after Closing, and to the extent of the allocable benefits received, Buyer shall pay and perform Sellers’ obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 2.14 is executed and delivered. Buyer shall indemnify and hold harmless Sellers for any Damages associated with the performance of Buyer for the portion allocated to Buyer, and Sellers shall indemnify and hold harmless Buyer for any Damages associated with the performance of Sellers for the portion allocated to Sellers. (c) In the event that the terms of any Shared Multi-Site Contract prohibits the allocation contemplated by this Section 2.14, the Parties shall use Commercially Reasonable Efforts to provide the benefits and obligations of the portion of the Shared Multi-Site Contract that would have been allocated to Buyer but for any such prohibition.

Multi-Site Contracts. (a) Section 2.14(a) 7.13 of the Disclosure Schedule Schedules sets forth a list of certain "master" contracts and agreements that the Company or the Acquired Subsidiary is a party to, or otherwise authorized to utilize, and which pertain to multiple refineries and facilities owned by Seller and its Affiliates in addition to the Assets (each, a "Multi-Site Contract" and collectively, the "Multi-Site Contracts").Some of those Multi-Site Contracts may constitute Seller Contracts or Material Company Contracts. With respect to all Multi-Site Contracts, Buyer acknowledges and agrees that the Company shall not be entitled to remain or become a party thereto, or otherwise make use thereof, after Closing, and it is Seller's intention to terminate all Multi-Site Contracts not addressed separately by the Related Agreements that are material as to the Business and Company effective as of Closing. Notwithstanding such termination, the Company shall be obligated to which the Parties have agreed to equitably allocate the rights and obligations arising thereunder (the “Shared honor any work releases, purchase commitments or other similar commitments made by them under any Multi-Site Contracts,”) it being understood that no additional consideration will be owing by Buyer Contracts prior to Sellers Closing, but not yet fully performed or satisfied as of Closing, so long as such commitments were not made in respect violation of such allocation of Seller's Obligations under Section 6.2. To the Shared Multi-Site Contracts. (b) With respect to each such Shared Multi-Site Contract, (i) the Parties shall cooperate with each other and each extent a Multi-Site Contract counterparty by its terms is not terminable as to the Company, Buyer covenants and agrees to (i) negotiate in good faith with the counterparty(ies) to such allocation Multi-Site Contract in an effort to enter into a new agreement between such counterparty(ies) and the Company as soon as reasonably practicable as possible following Closing, and (ii) until such new agreement becomes effective, honor the Parties shall use their Commercially Reasonable Efforts to split terms of the Shared Multi-Site Contract on terms reasonably acceptable to the Parties, but the Parties acknowledge and not make any elective purchases or other elective commitments thereunder. Buyer acknowledges that the portion terms and conditions of Multi-Site Contracts that relate to other facilities of Seller and its Affiliates other than the Refinery (including rate sheets and other commercial terms and conditions covering such Contracts allocated to other facilities) are confidential and proprietary information of Seller and its Affiliates, and Buyer shall destroy any such information it may inadvertently obtain, and shall not include use such information for any group discounts purpose. Without limiting any of Buyer's other indemnification Obligations under this Agreement, Buyer shall indemnify, defend and hold harmless the Seller Indemnitees against any and all Claims and Losses arising out of Buyer's breach or similar benefits specific to Sellers or their Affiliates. Completion of documentation utilization of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Multi-Site Contract which is not split prior to Closing pursuant to subsection (ii) of this Section 2.14(b), the Parties shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which Buyer shall receive the allocable benefits thereunder from and after Closing, and to the extent of the allocable benefits received, Buyer shall pay and perform Sellers’ obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 2.14 is executed and delivered. Buyer shall indemnify and hold harmless Sellers for any Damages associated with the performance of Buyer for the portion allocated to Buyer, and Sellers shall indemnify and hold harmless Buyer for any Damages associated with the performance of Sellers for the portion allocated to Sellers. (c) In the event that the terms of any Shared Multi-Site Contract prohibits the allocation contemplated by this Section 2.14, the Parties shall use Commercially Reasonable Efforts to provide the benefits and obligations of the portion of the Shared Multi-Site Contract that would have been allocated to Buyer but for any such prohibition.

Multi-Site Contracts. (a) Section 2.14(a) 7.13 of the Disclosure Schedule Schedules sets forth a list of certain “master” contracts and agreements that the Company or the Acquired Subsidiary is a party to, or otherwise authorized to utilize, and which pertain to multiple refineries and facilities owned by Seller and its Affiliates in addition to the Assets (each, a “Multi-Site Contract” and collectively, the “Multi-Site Contracts”). Some of those Multi-Site Contracts may constitute Seller Contracts or Material Company Contracts. With respect to all Multi-Site Contracts, Buyer acknowledges and agrees that the Company shall not be entitled to remain or become a party thereto, or otherwise make use thereof, after Closing, and it is Seller’s intention to terminate all Multi-Site Contracts not addressed separately by the Related Agreements that are material as to the Business and Company effective as of Closing. Notwithstanding such termination, the Company shall be obligated to which the Parties have agreed to equitably allocate the rights and obligations arising thereunder (the “Shared honor any work releases, purchase commitments or other similar commitments made by them under any Multi-Site Contracts,”) it being understood that no additional consideration will be owing by Buyer Contracts prior to Sellers Closing, but not yet fully performed or satisfied as of Closing, so long as such commitments were not made in respect violation of such allocation of Seller’s Obligations under Section 6.2. To the Shared Multi-Site Contracts. (b) With respect to each such Shared Multi-Site Contract, (i) the Parties shall cooperate with each other and each extent a Multi-Site Contract counterparty by its terms is not terminable as to the Company, Buyer covenants and agrees to (i) negotiate in good faith with the counterparty(ies) to such allocation Multi-Site Contract in an effort to enter into a new agreement between such counterparty(ies) and the Company as soon as reasonably practicable as possible following Closing, and (ii) until such new agreement becomes effective, honor the Parties shall use their Commercially Reasonable Efforts to split terms of the Shared Multi-Site Contract on terms reasonably acceptable to the Parties, but the Parties acknowledge and not make any elective purchases or other elective commitments thereunder. Buyer acknowledges that the portion terms and conditions of Multi-Site Contracts that relate to other facilities of Seller and its Affiliates other than the Refinery (including rate sheets and other commercial terms and conditions covering such Contracts allocated to other facilities) are confidential and proprietary information of Seller and its Affiliates, and Buyer shall destroy any such information it may inadvertently obtain, and shall not include use such information for any group discounts purpose. Without limiting any of Buyer’s other indemnification Obligations under this Agreement, Buyer shall indemnify, defend and hold harmless the Seller Indemnitees against any and all Claims and Losses arising out of Buyer’s breach or similar benefits specific to Sellers or their Affiliates. Completion of documentation utilization of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Multi-Site Contract which is not split prior to Closing pursuant to subsection (ii) of this Section 2.14(b), the Parties shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which Buyer shall receive the allocable benefits thereunder from and after Closing, and to the extent of the allocable benefits received, Buyer shall pay and perform Sellers’ obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 2.14 is executed and delivered. Buyer shall indemnify and hold harmless Sellers for any Damages associated with the performance of Buyer for the portion allocated to Buyer, and Sellers shall indemnify and hold harmless Buyer for any Damages associated with the performance of Sellers for the portion allocated to Sellers. (c) In the event that the terms of any Shared Multi-Site Contract prohibits the allocation contemplated by this Section 2.14, the Parties shall use Commercially Reasonable Efforts to provide the benefits and obligations of the portion of the Shared Multi-Site Contract that would have been allocated to Buyer but for any such prohibition.

Multi-Site Contracts. (a) Section 2.14(a) The Company may be a party to, or otherwise authorized to utilize, certain “master” contracts and agreements and which pertain to multiple refineries and facilities owned by Seller and its Affiliates in addition to the Refinery (each, a “Multi-Site Contract” and collectively, the “Multi-Site Contracts”). Some of those Multi-Site Contracts may constitute Seller Contracts or Material Company Contracts. With respect to all Multi-Site Contracts, Buyer acknowledges and agrees that the Disclosure Schedule sets forth Company shall not be entitled to remain or become a party thereto, or otherwise make use thereof, after Closing, and it is Seller’s intention to terminate all Multi-Site Contracts not addressed separately by the Related Agreements that are material as to the Business and Company effective as of Closing. Notwithstanding such termination, the Company shall be obligated to which the Parties have agreed to equitably allocate the rights and obligations arising thereunder (the “Shared honor any work releases, purchase commitments or other similar commitments made by them under any Multi-Site Contracts,”) it being understood that no additional consideration will be owing by Buyer Contracts prior to Sellers Closing, but not yet fully performed or satisfied as of Closing, so long as such commitments were not made in respect violation of such allocation of Seller’s obligations under Section 6.1. To the Shared extent a Multi-Site ContractsContract by its terms is not terminable as to the Company, Buyer covenants and agrees to (i) negotiate diligently and in good faith with the counterparty(ies) to such Multi-Site Contract in an effort to enter into a new agreement between such counterparty(ies) and the Company as promptly as possible following Closing, and (ii) until such new agreement becomes effective, honor the terms of the Multi-Site Contract and not make any elective purchases or other elective commitments thereunder. Buyer acknowledges that the terms and conditions of Multi-Site Contracts that relate to other facilities of Seller and its Affiliates other than the Refinery (including rate sheets and other commercial terms and conditions covering such other facilities) are confidential and proprietary information of Seller and its Affiliates, and Buyer shall destroy any such information it may inadvertently obtain, and shall not use such information for any purpose. Without limiting any of Buyer’s other indemnification obligations under this Agreement, Buyer shall indemnify, defend and hold harmless the Seller Indemnitees against any and all Losses arising out of Buyer’s breach or utilization of any Multi-Site Contract after Closing. (b) With respect This Section 7.15 shall not apply to each such Shared any Multi-Site ContractContracts constituting Rail Car Agreements, (i) the Parties shall cooperate with each other and each Multi-Site Contract counterparty in such allocation and (ii) the Parties shall use their Commercially Reasonable Efforts to split the Shared Multi-Site Contract on terms reasonably acceptable to the Parties, but the Parties acknowledge that the portion of such Contracts allocated to Buyer may not include any group discounts or similar benefits specific to Sellers or their Affiliates. Completion of documentation of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Multi-Site Contract which is not split prior to Closing pursuant to subsection (ii) of this are covered by Section 2.14(b), the Parties shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which Buyer shall receive the allocable benefits thereunder from and after Closing, and to the extent of the allocable benefits received, Buyer shall pay and perform Sellers’ obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 2.14 is executed and delivered. Buyer shall indemnify and hold harmless Sellers for any Damages associated with the performance of Buyer for the portion allocated to Buyer, and Sellers shall indemnify and hold harmless Buyer for any Damages associated with the performance of Sellers for the portion allocated to Sellers7.13. (c) In the event that the terms of any Shared Multi-Site Contract prohibits the allocation contemplated by this Section 2.14, the Parties shall use Commercially Reasonable Efforts to provide the benefits and obligations of the portion of the Shared Multi-Site Contract that would have been allocated to Buyer but for any such prohibition.