Common use of Reduction for Non-Force Majeure Events Clause in Contracts

Reduction for Non-Force Majeure Events. (1) If, as a result of HEP Operating’s operational difficulties or inability to provide sufficient capacity for the Minimum Throughput Commitment, HEP Operating fails to process and deliver to the Applicable Refinery Owner at least 95% of the volumes of Products expected to be derived from the volume of Feedstock processed with such Applicable Asset for a particular Contract Quarter based on the applicable Conversion Ratio, then the Tolling Fee applicable to that Contract Quarter will be reduced by a percentage equal to (A) 100% minus (B) the percentage represented by the ratio of (i) the volume of Products actually produced for the Contract Quarter to (ii) the volume of Products that would be produced from the volume of Feedstock delivered for the Contract Quarter based on the Conversion Ratio plus (C) 5%. If, as a result of a reduction to the Tolling Fee for a Contract Quarter under this Section 2.2(d)(1) the Applicable Refinery Owner shall have overpaid its Tolling Fees for the Contract Quarter, the Applicable Refinery Owner shall receive a credit against its Tolling Fees due for the following Contract Quarter in the amount of such overpayment. (2) If the Aggregate Capacity of any Applicable Asset for any Contract Quarter is less than the Minimum Throughput Commitment for such Applicable Asset for such Contract Quarter, including any time period during which HEP Operating is performing a turnaround on the Applicable Asset, then the Minimum Throughput Commitment for such Applicable Asset for such Contract Quarter will be reduced by a percentage equal to (A) 100% minus (B) the percentage represented by the ratio of (i) the Aggregate Capacity for such Applicable Asset for such Contract Quarter to (ii) the Minimum Throughput Commitment for such Applicable Asset for such the Contract Quarter. This Section 2.2(d) shall not apply in the event HEP Operating gives a Force Majeure Notice in accordance with the terms of Article IX of the Omnibus Agreement, in which case the Minimum Throughput Commitment shall be suspended to the extent contemplated in Article IX of the Omnibus Agreement and Article 3 of this Agreement.

Reduction for Non-Force Majeure Events. (1) If, as a result of HEP Operating’s operational difficulties or inability to provide sufficient capacity for the Minimum Throughput Commitment, HEP Operating fails to process and deliver to the Applicable Refinery Owner at least 95% of the volumes of Products expected to be derived from the volume of Feedstock processed with such Applicable Asset for a particular Contract Quarter based on the applicable Conversion Ratio, then the Tolling Fee applicable to that Contract Quarter will be reduced by a percentage equal to (A) 100% minus (B) the percentage represented by the ratio of (i) the volume of Products actually produced for the Contract Quarter to (ii) the volume of Products that would be produced from the volume of Feedstock delivered for the Contract Quarter based on the Conversion Ratio plus (C) 5%. If, as a result of a reduction to the Tolling Fee for a Contract Quarter under this Section 2.2(d)(1) the Applicable Refinery Owner shall have overpaid its Tolling Fees for the Contract Quarter, the Applicable Refinery Owner shall receive a credit against its Tolling Fees due for the following Contract Quarter in the amount of such overpayment. (2) If the Aggregate Capacity of any Applicable Asset for any Contract Quarter is less than the Minimum Throughput Commitment for such Applicable Asset for such Contract Quarter, including any time period during which HEP Operating is performing a turnaround on the Applicable Asset, then the Minimum Throughput Commitment for such Applicable Asset for such Contract Quarter will be reduced by a percentage equal to (A) 100% minus (B) the percentage represented by the ratio of (i) the Aggregate Capacity for such Applicable Asset for such Contract Quarter to (ii) the Minimum Throughput Commitment for such Applicable Asset for such the Contract Quarter. If, as a result of a reduction to the Tolling Fee or Minimum Throughput Commitment for a Contract Quarter under this Section 2.2(d) the Applicable Refinery Owner shall have overpaid its Tolling Fees for the Contract Quarter, the Applicable Refinery Owner shall receive a credit against its Tolling Fees or other obligations to HEP Operating as provided in Exhibit C. This Section 2.2(d) shall not apply in the event HEP Operating gives a Force Majeure Notice in accordance with the terms of Article IX of the Omnibus Agreement, in which case the Minimum Throughput Commitment shall be suspended to the extent contemplated in Article IX of the Omnibus Agreement and Article 3 of this Agreement.