![]() Together with all Facilities (the Owned Real Property). The real property and pipelines owned in fee identified in Schedule 2.1.1, Sell, convey, assign, transfer and deliver to the Buyer, all of the Sellers right, title and interest immediately prior to the Closing in and to the Facilities and the following described properties and assets, including all properties andĪssets necessary to conduct the Business, except to the extent that such properties and assets are Excluded Assets (collectively, the Purchased Assets):Ģ.1.1 Owned Real Property. Subject to the terms and conditions contained in this Agreement, at the Closing the Buyer shall purchase, accept and acquire from the Seller, and the Seller shall Interpreted in accordance with the provisions set forth in Section 1.2 of Schedule 1.1. Unless expressly provided to the contrary in this Agreement, this Agreement shall be Unless the context otherwise requires, the capitalized terms used in this Agreement shall have the meanings set forth in Section 1.1 of Schedule 1.1. NOW, THEREFORE, in consideration of the foregoing recitals and theĪgreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows: WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, such assets upon the termsĪnd subject to the conditions of this Agreement. WHEREAS, the Seller owns and operates certain refining assets and other related assets located in Toledo, Ohio and The Seller and the Buyer are referred to individually as a Party and collectively as the Parties. Laws of the Commonwealth of Pennsylvania (the Seller). (R&M), a corporation organized and existing under the THIS ASSET SALE AND PURCHASE AGREEMENT (this Agreement) is made and entered into as of December 2, 2010 byĪnd between TOLEDO REFINING COMPANY LLC, a limited liability company formed and existing under the laws of the State of Delaware (the Buyer), and SUNOCO, INC. Non-Assignable Licensed Intellectual PropertyĬonditions to the Obligations of Buyer: Governmental ConsentsĬonditions to the Obligations of Seller: Governmental Consentsįorm of Bill of Sale, Assignment and Assumption Agreementįorm of Pipeline Rights-of-Way and Easementsįorm of Certification of Nonforeign Statusįorm of Global CAA Consent Decree Modification Welfare and Other Non-Pension Fringe Benefits Governing Law Consent Jurisdiction and VenueĪssumed Liabilities: Miscellaneous LiabilitiesĮmployee Matters: Labor & Collective Bargaining Ohio Combined State, County and Local Sales Taxes Indemnification Provisions for Benefit of the Sellerĭetermination of Amount of Adverse Consequencesįiling of Tax Returns and Payment of Taxes Indemnification Provisions for Benefit of the Buyer Survival of Representations, Warranties and Certain Covenants Release and Replacement of Bonds, Guaranties, etc.ĪRTICLE 8 REMEDIES FOR BREACHES OF AGREEMENT Retention of and Access to Books and Records ![]() Representations and Warranties Concerning the Purchased Assets Representations and Warranties Concerning the BuyerĪRTICLE 4 REPRESENTATIONS AND WARRANTIES CONCERNING THE PURCHASED ASSETS ![]() Representations and Warranties Concerning the Seller No Assignment If Breach Multi-Site AgreementsĪRTICLE 3 REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION Toledo Refining Company LLC, as the Buyer,ĪRTICLE 1 DEFINITIONS AND INTERPRETATIONS SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THE WORD . SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. ![]()
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