Exhibit 10.4
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into as of March 14, 2022 (the “Effective Date”), by and among HollyFrontier Corporation, a Delaware corporation (“HFC”), and HF Sinclair Corporation, a Delaware corporation (“HF Sinclair”). HFC and HF Sinclair are each individually referred to as a “Party” and collectively as the “Parties.”
WHEREAS, HFC and HF Sinclair entered into that certain Business Combination Agreement, dated as of August 2, 2021 (the “Business Combination Agreement”), by and among HFC, HF Sinclair and the other parties thereto, pursuant to which, among other things, HFC become a wholly owned subsidiary of HF Sinclair;
WHEREAS, certain directors, officers and employees of HFC are parties to certain indemnification agreements with HFC pursuant to which, among other things, HFC agrees to indemnify such directors, officers and employees for liabilities incurred in their capacities as such in accordance with the terms of such agreements; (collectively, the “Indemnification Agreements”); and
WHEREAS, HFC desires to assign all of its rights, titles, benefits, privileges and interests in, and HF Sinclair desires to assume all of HFC’s obligations under, the Indemnification Agreements pursuant to the transactions contemplated in the Business Combination Agreement.
NOW, THEREFORE, in consideration of the above referenced recitals and for the mutual promises, covenants and conditions hereinafter set forth and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Assignment and Assumption. HFC hereby assigns, sells, transfers, grants and sets over to HF Sinclair, all of HFC’s rights, titles, benefits, privileges and interests in, to and under the Indemnification Agreements (the “Assignment”), and HF Sinclair hereby accepts the Assignment and hereby agrees to assume HFC’s obligations under the Indemnification Agreements and agrees to pay, perform and discharge when due the obligations from and under the Indemnification Agreements in the same manner and to the same extent HFC would be required to pay, perform and discharge such obligations. From and after the Assignment, all references in the Indemnification Agreements to HFC shall be deemed to be references to HF Sinclair.
2. Miscellaneous.
2.1 Further Assurances. The Parties agree to execute and deliver any and all papers and documents which may be reasonably necessary to carry out the terms of this Agreement.
2.2 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.
