Pipelines and Terminals Agreement Sample Clauses
Pipelines and Terminals Agreement. Administrative Agent recognizes and confirms that the Pipelines and Terminals Agreement, and the rights and interests of Alon thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Alon Mortgage, the Senior Mortgage, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Alon agrees that nothing in the Pipelines and Terminals Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, HEP’s obligations under the Pipelines and Terminals Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Alon Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Alon of a purchase option under the Pipelines and Terminals Agreement or otherwise. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Pipelines and Terminals Agreement shall not be terminated or affected thereby, nor shall Alon’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Pipelines and Terminals Agreement (or any other rights of Alon under the Pipelines and Terminals Agreement) be affected or disturbed because of the Foreclosure Event, but rather the Pipelines and Terminals Agreement shall continue in full force and effect as direct obligations between the Purchaser and Alon, upon all of the terms, covenants and conditions set forth in the Pipelines and Terminals Agreement. Neither Administrative Agent nor any Purchaser shall name Alon as a party in any foreclosure or other proceeding relating to the Senior Mortgage or Notes, and neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Pipelines and Terminals Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Pipelines and Terminals Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Alon, enter into a pipelines and terminals agreement with Alon on substantially the same terms (and with ...
Pipelines and Terminals Agreement. In connection with the pending acquisition of the pipelines and terminals from Alon, we will enter into a pipelines and terminals agreement with Alon with an initial term of 15 years. Alon will have the option to renew the agreement on the same terms for three additional 5-year terms. Pursuant to the agreement, A▇▇▇ will agree to transport on the pipelines and throughput in the terminals, a volume of refined products that would result in minimum revenues of $20.2 million in the first year. This minimum volume commitment will increase or decrease each year at a rate equal to the percentage change in the producer price index, but not below $20.2 million per year. At revenue levels above 105% of the base revenue amount Alon will receive an annual 50% discount on incremental revenues. We will g▇▇▇▇ ▇▇▇▇ a second mortgage on the pipelines and terminals to secure certain of Alon’s rights under the pipelines and terminals agreement. In the event the agreement is ever terminated, A▇▇▇ has the right to enter into a new agreement at any time within one year after the termination on terms that we agree are substantially similar to the terms on which we could enter into an agreement with a third party for similar services. Alon will have a right of first refusal to purchase the pipelines and terminals if we decide to sell them during the term of the agreement. In the event that a force majeure prevents either us or Alon from performing our respective obligations under the pipelines and terminals agreement, each of our obligations under the agreement will be suspended until the affected party is able to perform. If a force majeure prevents us from performing our obligations for more than 90 days, Alon may terminate the agreement as to the pipelines or terminals affected unless the force majeure relates to a governmental order, decree, regulation or similar requirement that does not involve negligent operation of the pipelines and terminals by us, in which case Alon may not terminate the agreement as to the pipelines or terminals affected until we have been unable to perform our obligations for 12 months. Regardless of the circumstances causing a force majeure, we can prevent termination of the agreement by Alon as to the pipelines or terminals affected for up to 12 months if we are providing alternative means for Alon to transport refined products and we reimburse Alon for the incremental costs incurred with respect to the alternative transportation. Alon may undertake...
Pipelines and Terminals Agreement. That certain Pipelines and Terminals Agreement dated as of February 28, 2005 between HEP and Beneficiary, together with any amendments, restatements or modifications from time to time made thereto.
Pipelines and Terminals Agreement. That certain Pipelines and Terminals Agreement dated as of ___, 2005 between Grantor and Beneficiary, together with any amendments, restatements or modifications from time to time made thereto.
Pipelines and Terminals Agreement. If for any reason the Capital Improvement shall not be constructed pursuant to Section 14(a)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and could not reasonably be expected to have a material adverse impact on the operations or efficiency of the Refined Product Pipelines or the Refined Product Terminals or result in any material additional unreimbursed costs to HEP, then ALON may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, ALON shall be the owner and operator of such Capital Improvement. The parties agree that any Capital Improvement constructed by ALON shall be treated as the separate property of ALON. HEP shall cooperate with ALON in insuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Refined Product Pipelines and the Refined Product Terminals, subject to ALON’s reimbursing HEP on a monthly basis for any incremental expenses arising from operating or maintaining such connections.
Pipelines and Terminals Agreement. The Omnibus Agreement
Pipelines and Terminals Agreement. Subject to Common Carrier Requirements and the annual adjustments contemplated by this Section 3(a)(ii), no tariff rates or incentive tariff rates set forth in Exhibits D, E or G shall be amended or modified and no new tariff shall be filed by HEP with respect to the Refined Product Pipelines, in each case, without the prior written consent of ALON. The initial tariff rates and incentive tariff rates set forth in Exhibits D, E and G (without consideration of any previous adjustment pursuant to this Section 3(a)) shall be adjusted on March 1 of each Contract Year commencing on or after January 1, 2006, by an amount equal to the percentage change, if any, in the PPI from the month of December 2004 to the month of December immediately preceding such Contract Year, but in no event shall such adjustment ever lower the tariff rates below the initial tariff rates. HEP will deliver a copy of the Public Tariffs and the Private Tariffs, if any, to ALON setting forth the adjusted tariff rates and incentive tariff rates. If the PPI index is no longer published, ALON and HEP shall negotiate in good faith to agree on a new index that is recognized in the refined product pipeline and terminal industry or which otherwise gives comparable protection against inflation or deflation in such industry and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the tariff rates. If ALON and HEP are unable to agree, a new index will be determined by binding arbitration in accordance with Section 21(g) of this Agreement, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the tariff rates.