Acceptance, Assumption and Acknowledgment. (a) Effective as of the Effective Time, P66 Company hereby accepts Pipeline’s assignment of the Plymouth LLC Membership Interests pursuant to Section 1(a) and hereby acknowledges and agrees to be bound by the terms of the Plymouth LLC Agreement as a member of Plymouth LLC and assumes and agrees to perform all of Pipeline’s agreements and obligations existing or arising with respect to the Plymouth LLC Membership Interests. (b) Effective as of the P66 Co Interim Effective Time, PDI hereby accepts P66 Company’s assignment of the Plymouth LLC Membership Interests pursuant to Section 1(b) and hereby acknowledges and agrees to be bound by the terms of the Plymouth LLC Agreement as a member of Plymouth LLC and assumes and agrees to perform all of P66 Company’s agreements and obligations existing or arising with respect to the Plymouth LLC Membership Interests. (c) Effective as of the PDI Interim Effective Time, each of the General Partner and the Partnership hereby accepts PDI’s assignment of the GP Membership Interests and the LP Membership Interests, respectively, pursuant to Section 1(c) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as a member of the Contributed Entities and assumes and agrees to perform all of PDI’s agreements and obligations existing or arising with respect to the GP Membership Interests or LP Membership Interests, as applicable. (d) Effective as of the GP Interim Effective Time, the Partnership hereby accepts the General Partner’s assignment of the GP Membership Interests pursuant to Section 1(d) and assumes and agrees to perform all of the General Partner’s agreements and obligations existing or arising with respect to the GP Membership Interests. (e) Effective as of the Partnership Interim Effective Time, Holdings hereby accepts the Partnership’s assignment of the Membership Interests pursuant to Section 1(e) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as the sole member of each of the Contributed Entities, and assumes and agrees to perform all of the Partnership’s agreements and obligations existing or arising with respect to the Membership Interests. (f) Effective as of the New Effective Time, Carrier hereby accepts Holdings’ assignment of the Plymouth LLC Membership Interests pursuant to Section 1(f) and hereby acknowledges and agrees to be bound by the terms of the Plymouth LLC Agreement as the sole member of Plymouth LLC, and assumes and agrees to perform all of Holdings’ agreements and obligations existing or arising with respect to the Plymouth LLC Membership Interests.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp), Contribution, Conveyance and Assumption Agreement
Acceptance, Assumption and Acknowledgment. (a) Effective as of the Effective Time, P66 Company the General Partner hereby accepts PipelinePDI’s assignment of the Plymouth LLC GP Membership Interests pursuant to Section 1(a) and hereby acknowledges and agrees to be bound by the terms of the Plymouth Alpha LLC Agreement as a member of Plymouth Alpha LLC and assumes and agrees to perform all of PipelinePDI’s agreements and obligations existing or arising with respect to the Plymouth LLC GP Membership Interests.
(b) Effective as of the P66 Co Interim Effective Time, PDI hereby accepts P66 Company’s assignment of the Plymouth LLC Membership Interests pursuant to Section 1(b) and hereby acknowledges and agrees to be bound by the terms of the Plymouth LLC Agreement as a member of Plymouth LLC and assumes and agrees to perform all of P66 Company’s agreements and obligations existing or arising with respect to the Plymouth LLC Membership Interests.
(c) Effective as of the PDI Interim Effective Time, each of the General Partner and the Partnership hereby accepts PDI’s assignment of the GP LP Membership Interests and the LP Membership Interests, respectively, pursuant to Section 1(c1(a) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as a member of the Contributed Entities and assumes and agrees to perform all of PDI’s agreements and obligations existing or arising with respect to the GP Membership Interests or LP Membership Interests, as applicable.
(dc) Effective as of the GP Interim Effective Time, the Partnership hereby accepts the General Partner’s assignment of the GP Membership Interests pursuant to Section 1(d1(b) and hereby acknowledges and agrees to be bound by the terms of the Alpha LLC Agreement as a member of Alpha LLC and assumes and agrees to perform all of the General Partner’s agreements and obligations existing or arising with respect to the GP Membership Interests.
(ed) Effective as of the Partnership Interim New Effective Time, Holdings hereby accepts the Partnership’s assignment of the Membership Interests pursuant to Section 1(e1(c) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as the sole member of each of the Contributed Entities, and assumes and agrees to perform all of the Partnership’s agreements and obligations existing or arising with respect to the Membership Interests.
(f) Effective as of the New Effective Time, Carrier hereby accepts Holdings’ assignment of the Plymouth LLC Membership Interests pursuant to Section 1(f) and hereby acknowledges and agrees to be bound by the terms of the Plymouth LLC Agreement as the sole member of Plymouth LLC, and assumes and agrees to perform all of Holdings’ agreements and obligations existing or arising with respect to the Plymouth LLC Membership Interests.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp), Contribution, Conveyance and Assumption Agreement
Acceptance, Assumption and Acknowledgment. (a) Effective as of the Effective Time, P66 Company hereby accepts Pipeline’s assignment of the Plymouth LLC Membership Interests pursuant to Section 1(a) and hereby acknowledges and agrees to be bound by the terms of the Plymouth LLC Agreement as a member of Plymouth LLC and assumes and agrees to perform all of Pipeline’s agreements and obligations existing or arising with respect to the Plymouth LLC Membership Interests.
(b) Effective as of the P66 Co Interim Effective Time, PDI hereby accepts P66 Company’s assignment of the Plymouth LLC Membership Interests pursuant to Section 1(b) and hereby acknowledges and agrees to be bound by the terms of the Plymouth LLC Agreement as a member of Plymouth LLC and assumes and agrees to perform all of P66 Company’s agreements and obligations existing or arising with respect to the Plymouth LLC Membership Interests.
(c) Effective as of the PDI Interim Effective Time, each of the General Partner and the Partnership hereby accepts PDI’s assignment of the GP Membership Interests and the LP Membership Interests, respectively, pursuant to Section 1(c1(a) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as a member of the Contributed Entities and assumes and agrees to perform all of PDI’s agreements and obligations existing or arising with respect to the GP Membership Interests or LP Membership Interests, as applicable.
(db) Effective as of the GP Effective Time, the Partnership hereby accepts PDI’s assignment of the LP Membership Interests pursuant to Section 1(a) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as a member of the Contributed Entities and assumes and agrees to perform all of PDI’s agreements and obligations existing or arising with respect to the LP Membership Interests.
(c) Effective as of the Interim Effective Time, the Partnership hereby accepts the General Partner’s assignment of the GP Membership Interests pursuant to Section 1(d1(b) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as a member of the Contributed Entities and assumes and agrees to perform all of the General Partner’s agreements and obligations existing or arising with respect to the GP Membership Interests.
(ed) Effective as of the Partnership Interim Effective Time, Holdings hereby accepts the Partnership’s assignment of the Membership Interests pursuant to Section 1(e1(c) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as the sole member of each of the Contributed Entities, and assumes and agrees to perform all of the Partnership’s agreements and obligations existing or arising with respect to the Membership Interests.
(fe) Effective as of the New Effective Time, Carrier hereby accepts Holdings’ assignment of the Plymouth Eagle 2 LLC Membership Interests pursuant to Section 1(f1(d) and hereby acknowledges and US-DOCS\70615498.10 agrees to be bound by the terms of the Plymouth Eagle 2 LLC Agreement as the sole member of Plymouth Eagle 2 LLC, and assumes and agrees to perform all of Holdings’ agreements and obligations existing or arising with respect to the Plymouth Eagle 2 LLC Membership Interests.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)
Acceptance, Assumption and Acknowledgment. (a) Effective as of the Effective Time, P66 Company PDI hereby accepts PipelineP66 Company’s assignment of the Plymouth LLC Membership P66 Company Assigned Interests pursuant to Section 1(a) and hereby acknowledges and agrees to be bound by the terms of the Plymouth MSLP Partnership Agreement and the Xxxxxx Xxxxx LLC Agreement as a member limited partner of Plymouth LLC MSLP and assumes and agrees to perform all of Pipeline’s agreements and obligations existing or arising with respect to the Plymouth LLC Membership Interests.
(b) Effective as of the P66 Co Interim Effective Time, PDI hereby accepts P66 Company’s assignment of the Plymouth LLC Membership Interests pursuant to Section 1(b) and hereby acknowledges and agrees to be bound by the terms of the Plymouth LLC Agreement as a member of Plymouth LLC Xxxxxx Xxxxx LLC, respectively, and assumes and agrees to perform all of P66 Company’s agreements and obligations existing or arising with respect to the Plymouth LLC Membership P66 Company Assigned Interests.
(cb) Effective as of the PDI Interim Effective Time, each of the General Partner and the Partnership hereby accepts PDI’s assignment of the Assigned GP Membership Interests pursuant to Section 1(b)(i) and the Assigned LP Membership InterestsInterests pursuant to Section 1(b)(ii), respectively, pursuant to Section 1(c) and hereby acknowledges and agrees to be bound by the terms of the MSLP Partnership Agreement and the LLC Agreements as a limited partner of MSLP and as a member of each of the Contributed Entities DE LLCs and Xxxxxx Xxxxx LLC, respectively, and assumes and agrees to perform all of PDI’s agreements and obligations existing or arising with respect to the Assigned GP Membership Interests or Assigned LP Membership Interests, as applicable.
(dc) Effective as of the GP Interim Effective Time, the Partnership hereby accepts the General Partner’s assignment of the Assigned GP Membership Interests pursuant to Section 1(d1(c) and assumes and agrees to perform all of the General Partner’s agreements and obligations existing or arising with respect to the Assigned GP Membership Interests.
(ed) Effective as of the Partnership Interim Effective Time, Holdings hereby accepts the Partnership’s assignment of the Membership Assigned Interests pursuant to Section 1(e1(d) and hereby acknowledges and agrees to be bound by the terms of the MSLP Partnership Agreement and the LLC Agreements as a limited partner of MSLP and as the sole member of each of the Contributed EntitiesDE LLCs and Xxxxxx Xxxxx LLC, respectively, and assumes and agrees to perform all of the Partnership’s agreements and obligations existing or arising with respect to the Membership Assigned Interests.
(f) Effective as of the New Effective Time, Carrier hereby accepts Holdings’ assignment of the Plymouth LLC Membership Interests pursuant to Section 1(f) and hereby acknowledges and agrees to be bound by the terms of the Plymouth LLC Agreement as the sole member of Plymouth LLC, and assumes and agrees to perform all of Holdings’ agreements and obligations existing or arising with respect to the Plymouth LLC Membership Interests.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)
Acceptance, Assumption and Acknowledgment. (a) Effective as of the Effective Time, P66 Company hereby accepts Pipeline’s assignment of the Plymouth LLC Membership Interests pursuant to Section 1(a) and hereby acknowledges and agrees to be bound by the terms of the Plymouth LLC Agreement as a member of Plymouth LLC and assumes and agrees to perform all of Pipeline’s agreements and obligations existing or arising with respect to the Plymouth LLC Membership Interests.
(b) Effective as of the P66 Co Interim Effective Time, PDI hereby accepts P66 Company’s assignment of the Plymouth LLC Membership Interests pursuant to Section 1(b) and hereby acknowledges and agrees to be bound by the terms of the Plymouth LLC Agreement as a member of Plymouth LLC and assumes and agrees to perform all of P66 Company’s agreements and obligations existing or arising with respect to the Plymouth LLC Membership Interests.
(c) Effective as of the PDI Interim Effective Time, each of the General Partner and the Partnership hereby accepts PDI’s assignment of the GP Membership Interests and the LP Membership Interests, respectively, pursuant to Section 1(c1(a) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as a member of the Contributed Entities and assumes and agrees to perform all of PDI’s agreements and obligations existing or arising with respect to the GP Membership Interests or LP Membership Interests, as applicable.
(db) Effective as of the GP Effective Time, the Partnership hereby accepts PDI’s assignment of the LP Membership Interests pursuant to Section 1(a) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as a member of the Contributed Entities and assumes and agrees to perform all of PDI’s agreements and obligations existing or arising with respect to the LP Membership Interests.
(c) Effective as of the Interim Effective Time, the Partnership hereby accepts the General Partner’s assignment of the GP Membership Interests pursuant to Section 1(d1(b) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as a member of the Contributed Entities and assumes and agrees to perform all of the General Partner’s agreements and obligations existing or arising with respect to the GP Membership Interests.
(ed) Effective as of the Partnership Interim Effective Time, Holdings hereby accepts the Partnership’s assignment of the Membership Interests pursuant to Section 1(e1(c) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreements as the sole member of each of the Contributed Entities, and assumes and agrees to perform all of the Partnership’s agreements and obligations existing or arising with respect to the Membership Interests.
(fe) Effective as of the New Effective Time, Carrier hereby accepts Holdings’ assignment of the Plymouth Eagle 2 LLC Membership Interests pursuant to Section 1(f1(d) and hereby acknowledges and agrees to be bound by the terms of the Plymouth Eagle 2 LLC Agreement as the sole member of Plymouth Eagle 2 LLC, and assumes and agrees to perform all of Holdings’ agreements and obligations existing or arising with respect to the Plymouth Eagle 2 LLC Membership Interests.
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