Common use of Actions and Deliveries on the Effective Date Clause in Contracts

Actions and Deliveries on the Effective Date. The Parties acknowledge that the following actions and deliveries have occurred: (a) receipt by the Parties of all permits, consents, approvals, authorizations, orders, registrations, filings or qualifications of or with any court, governmental agency or body having jurisdiction over the Parties required in connection with the execution, delivery and performance of the Transaction Documents; (b) the execution and delivery by the respective parties thereto of the following documents: (i) the Xxxx of Sale, substantially in the form attached hereto as Exhibit D, pursuant to which TRMC, the General Partner and the Partnership assign and convey the Assets; (ii) the Martinez Storage Services Agreement, substantially in the form attached hereto as Exhibit E, and the service order related thereto; (iii) the License Agreement, substantially in the form attached hereto as Exhibit F, pursuant to which TRMC grants the Operating Company a license to operate and maintain the Assets; (iv) the Avon Marine Terminal Operating Agreement, substantially in the form attached hereto as Exhibit G; (v) Amendment to the Secondment and Logistics Services Agreement, substantially in the form attached hereto as Exhibit H-1, and the service orders related thereto, substantially in the form attached hereto as Exhibit H-2; (vi) Fourth Amended and Restated Schedules to the Omnibus Agreement among Tesoro, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, substantially in the form attached hereto as Exhibit I; 80950117 (vii) Amendment No. 5 to the Second Amended and Restated Limited Liability Company Agreement of the General Partner among the General Partner, Tesoro, TRMC and Tesoro Alaska Company LLC, substantially in the form attached hereto as Exhibit J; (viii) a ten-year promissory note, substantially in the form attached hereto as Exhibit K, by Tesoro in favor of the General Partner to evidence the funds loaned by the General Partner to Tesoro pursuant to Section 2.2(d); (ix) a debt indemnification agreement, substantially in the form attached hereto as Exhibit L; (x) a closing escrow agreement, substantially in the form attached hereto as Exhibit M, to effect the closing into escrow with McGuireWoods LLP of all the Transaction Documents related to the contribution of the Assets; and (xi) all other documents and instruments necessary or appropriate to convey the Assets to the Operating Company. (c) the Conflicts Committee of the General Partner has received a fairness opinion by Evercore Group, L.L.C., the financial advisor to the Conflicts Committee.

Actions and Deliveries on the Effective Date. The Parties acknowledge that the following actions and deliveries have occurred: (a) receipt by the Parties of all permits, consents, approvals, authorizations, orders, registrations, filings or qualifications of or with any court, governmental agency or body having jurisdiction over the Parties required in connection with the execution, delivery and performance of the Transaction Documents; (b) the execution and delivery by the respective parties thereto of the following documents: (i) a Xxxxxx XX Storage Services Agreement for the Xxxx of Sale, substantially in the form attached hereto as Exhibit D, pursuant to which TRMC, the General Partner Tankage between TRMC and the Partnership assign Operating Company, and convey the Assetsservice order related thereto; (ii) an Amendment No. 1 to the Martinez Storage SoCal Transportation Services Agreement, substantially in the form attached hereto as Exhibit E, Agreement and the service order related thereto; (iii) a License Agreement between TRMC and the License Agreement, substantially in the form attached hereto as Exhibit FOperating Company, pursuant to which TRMC grants the Operating Company a license to access to the Refinery to operate and maintain the AssetsTankage; (iv) the Avon Marine Terminal Operating Agreement, substantially in the form attached hereto as Exhibit G; (v) Amendment applicable service orders to the Secondment and Logistics Services AgreementAgreement among TRMC, substantially in the form attached hereto as Exhibit H-1, General Partner and the service orders related thereto, substantially in the form attached hereto as Exhibit H-2certain of their respective Affiliates; (viv) Fourth a First Amended and Restated Schedules to the Omnibus Agreement among Tesoro, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, substantially in the form attached hereto as Exhibit I; 80950117and (viivi) an Amendment No. 5 2 to the Second Amended and Restated Limited Liability Company Agreement of the General Partner among the General Partner, Tesoro, TRMC and Tesoro Alaska Company LLC; (vii) an Amendment No. 1 to Tranche 2 Contribution Agreement among Tesoro, substantially in TRMC, Xxxxxx Xxxxx, the form attached hereto as Exhibit JGeneral Partner, the Partnership and the Operating Company; (viii) a ten-year promissory note, substantially in the form attached hereto as Exhibit KD to this Agreement, by Tesoro in favor of the General Partner to evidence the funds loaned by the General Partner to Tesoro pursuant to Section 2.2(d2.3(d); (ix) a debt indemnification agreement, substantially in the form attached hereto as Exhibit L; (x) a closing escrow agreement, substantially in the form attached hereto as Exhibit M, agreement to effect the closing into escrow with McGuireWoods LLP of all the Transaction Documents related to the contribution of the Assets; and (xix) all other documents and instruments necessary or and appropriate to convey the Assets Tankage to the Operating Company., and the Remaining Pipeline 88 Interest to TSPC, including the Carson Xxxxx Xxxx of Sale, the TRMC Xxxx of Sale and other customary forms as may be agreed by the Parties; for the avoidance of doubt: (1) the conveyance of the Tankage from TRMC to the Operating Company and assumption of the specified obligations by the Operating Company is solely to minimize the need for additional conveyance documents and instruments; the intent of the Parties (and the intended treatment of the transactions contemplated hereby) is for TRMC to convey the Tankage to the General Partner pursuant to Section 2.2, for the General Partner to convey the Tankage to the Partnership pursuant to Section 2.3 and for the Partnership to convey the Tankage to the Operating Company pursuant to Section 2.4; and (2) the conveyance of the Remaining Pipeline 88 Interest from Xxxxxx Xxxxx to TSPC and assumption of the specified obligations by TSPC is solely to minimize the need for additional conveyance documents and instruments; the intent of the Parties (and the intended treatment of the transactions contemplated hereby) is for Xxxxxx Xxxxx to convey the Remaining Pipeline 88 Interest to the Partnership pursuant to Section 2.3, for the Partnership to convey the Remaining Pipeline 88 Interest to the Operating Company pursuant to Section 2.4 and for the Operating Company to convey the Remaining Pipeline 88 Interest to TSPC pursuant to Section 2.5; and (c) the Conflicts Committee of the General Partner has received a fairness opinion by Evercore Group, L.L.C.Xxxxxxx & Company International, the financial advisor to the Conflicts Committeeconflicts committee of the board of directors of the General Partner.

Actions and Deliveries on the Effective Date. The Parties acknowledge that the following actions and deliveries have occurred, or will occur concurrently with the execution of this Agreement: (a) receipt by the Parties of all permits, consents, approvals, authorizations, orders, registrations, filings or qualifications of or with any court, governmental agency or body having jurisdiction over the Parties required in connection with the execution, delivery and performance of the Transaction Documents; (b) the parties listed on Schedule B that are identified as “Assignor” on such schedule shall have assigned to the parties identified as “Assignee” on such schedule those contracts listed opposite their name on Schedule B, and in order to give effect to such assignments, each “Assignor” and “Assignee” shall have entered into an assignment and assumption agreement or such other form mutually agreeable to such parties; (c) the execution and delivery by the respective parties thereto of the following documents: (i) the Xxxx Bills of Sale, substantially in a form mutually agreeable to the form attached hereto as Exhibit DParties, pursuant to which TRMC, the General Partner applicable Andeavor Parties and the Partnership assign and convey the Assets; (ii) a merger agreement between ND Land and TGPGM, in a form mutually agreeable to the Martinez Storage Services Agreement, substantially in the form attached hereto as Exhibit E, and the service order related theretoParties; (iii) a merger agreement between BakkenLink Pipeline LLC and THPPC, in a form mutually agreeable to the License Agreement, substantially in the form attached hereto as Exhibit F, pursuant to which TRMC grants the Operating Company a license to operate and maintain the AssetsParties; (iv) the Avon Marine Terminal Operating Agreementfollowing commercial contracts: (1) Master Terminalling Services Agreement by and between the parties identified as “Customers” on Schedule I thereto and the parties identified as “Providers” on Schedule I thereto and related service orders thereto; (2) Master Unloading and Storage Agreement between WRCL and WRP, substantially in and the form attached hereto as Exhibit Grelated service orders thereto; (3) Asphalt Terminalling, Transportation and Storage Services Agreement between Asphalt Terminals LLC and WRCL, and the related service orders thereto; (4) Transportation Services Agreement (LAR Interconnecting Pipelines) between TRMC and TSPC, and the related services order thereto; (5) Construction Service Agreement (Los Angeles Refinery Interconnecting Pipelines) between TRMC and TSPC; (v) Amendment to the Secondment and Logistics Services Agreement, substantially in the form attached hereto as Exhibit H-1, and the service orders related thereto, substantially in the form attached hereto as Exhibit H-2Real Property Conveyance Documents set forth on Schedule A; (vi) Fourth Second Amended and Restated Secondment and Logistics Services Agreement among certain of the Andeavor Parties and certain of the Logistics Parties and an applicable service order to that agreement, both in forms mutually agreeable to the Parties; (vii) Second Amended and Restated Schedules to the Omnibus Agreement among TesoroAndeavor, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, substantially in a form mutually agreeable to the form attached hereto as Exhibit I; 80950117Parties; (viiviii) Amendment No. 5 to the Second Third Amended and Restated Limited Liability Company Agreement of the General Partner among the General Partner, TesoroWRS, TRMC and Tesoro Alaska Company LLC, substantially in the form attached hereto as Exhibit J; (viiiix) a ten-year promissory note, substantially in a form mutually agreeable to the form attached hereto as Exhibit KParties, by Tesoro Andeavor in favor of the General Partner WRS to evidence the funds loaned by the General Partner WRS to Tesoro Andeavor pursuant to Section 2.2(d1.1(d); (ix) a debt indemnification agreement, substantially in the form attached hereto as Exhibit L; (x) a closing escrow agreementdebt guarantee, substantially in the a form attached hereto as Exhibit M, to effect the closing into escrow with McGuireWoods LLP of all the Transaction Documents related mutually agreeable to the contribution Parties; (xi) New York Stock Exchange Supplemental Listing Application executed by the Partnership for the listing of the AssetsCommon Units and for filing with the New York Stock Exchange; (xii) Letter from the Partnership to American Stock Transfer, the transfer agent for the Common Units, regarding the issuance of the Common Units evidencing the Equity Consideration; and (xixiii) all other documents and instruments necessary or appropriate to convey the Assets to the Operating Company.; (cd) the Partnership has received an affidavit, duly executed and acknowledged by WRS dated as of the Effective Date, in accordance with Treasury Regulation § 1.1445-2(b)(2) and Section 1446(f) of the Code, certifying that WRS is not a “foreign person” for such purposes; and (e) the Conflicts Committee of the General Partner has received a fairness opinion by Evercore Groupfrom Xxxxxx X. Xxxxx & Co., L.L.C.Incorporated, the financial advisor to the Conflicts Committee.

Actions and Deliveries on the Effective Date. The Parties acknowledge that the following actions and deliveries have occurredoccurred as of the Effective Time: (a) receipt by the Parties of all permits, consents, approvals, authorizations, orders, registrations, filings or qualifications of or with any court, governmental agency or body having jurisdiction over General Partner has loaned the Parties required funds it shall receive pursuant to Section 2.2 to Tesoro pursuant to a 10-year promissory note in connection with the execution, delivery and performance of the Transaction Documentsform attached as Exhibit E to this Agreement; (b) TRMC has executed and delivered documents and instruments necessary and appropriate to convey the execution and delivery by Assets directly to the respective parties thereto of the following documents: (i) the Xxxx of SaleOperating Company, substantially in the form attached hereto as Exhibit D, pursuant to which TRMC, the General Partner and the Partnership assign and convey the Assets; (ii) the Martinez Storage Services Agreement, substantially in the form attached hereto as Exhibit E, and the service order related thereto; (iii) the License Agreement, substantially in the form forms attached hereto as Exhibit F, pursuant ; (c) the parties to which the MTUTA have executed and delivered the MTUTA; (d) TRMC grants and the Operating Company have executed and delivered a license right of entry agreement related to operate and maintain TRMC's access to the AssetsTankage after Closing; (ive) the Avon Marine Terminal Operating parties to the Amended and Restated Omnibus Agreement have executed and delivered the Amended and Restated Omnibus Agreement, substantially in the form attached hereto as Exhibit G; (vf) Amendment the parties to the Secondment Amended and Logistics Restated Operational Services Agreement have executed and delivered the Amended and Restated Operational Services Agreement, substantially in the form attached hereto as Exhibit H-1, and the service orders related thereto, substantially in the form attached hereto as Exhibit H-2; (vig) Fourth Amended and Restated Schedules to the Omnibus Agreement among Tesoro, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, substantially in the form attached hereto as Exhibit I; 80950117 (vii) Amendment No. 5 to the Second Amended and Restated Limited Liability Company Agreement of the General Partner among the General Partner, Tesoro, TRMC and Tesoro Alaska Company LLC, substantially in the form attached hereto General Partner have executed and delivered an amendment and adoption agreement to the General Partner's limited liability company agreement to evidence TRMC's addition as Exhibit Ja member; (viiih) a ten-year promissory note, substantially in the form attached hereto as Exhibit K, by Tesoro in favor of Parties and the General Partner parties to evidence the funds loaned by the General Partner to Tesoro pursuant to Section 2.2(d); (ix) a debt indemnification agreement, substantially in the form attached hereto as Exhibit L; (x) other Transaction Documents have executed a closing escrow agreement, substantially in the form attached hereto as Exhibit M, agreement to effect the closing into escrow with McGuireWoods LLP of all the Transaction Documents documents and instruments related to the contribution closing as of the AssetsEffective Time; and (xi) all other documents and instruments necessary or appropriate to convey the Assets to the Operating Company. (ci) the Conflicts Committee conflicts committee of the board of the directors of the General Partner has received a fairness the opinion by of Evercore Group, L.L.C.Partners Inc., the financial advisor to the Conflicts Committee.conflicts committee of the board of directors of the General Partner, that the consideration to be paid to the General Partner pursuant to Section 2.2 of this Agreement is fair from a financial point of view to the Partnership and the holders of common units of the Partnership other than Tesoro, the General Partner or any of their respective affiliates. \35629849.15

Actions and Deliveries on the Effective Date. The Parties acknowledge that the following actions and deliveries have occurred: (a) receipt by the Parties of all permits, consents, approvals, authorizations, orders, registrations, filings or qualifications of or with any court, governmental agency or body having jurisdiction over the Parties required in connection with the execution, delivery and performance of the Transaction Documents; (b) the execution and delivery by the respective parties thereto of the following documents: (i) the Xxxx of Sale, substantially in the form attached hereto as Exhibit D, pursuant to which TRMC, the General Partner TRMC and the Partnership assign and convey the Assets; (ii) the Martinez Anacortes Storage Services Agreement, substantially in the form attached hereto as Exhibit EE-1, and the service order related thereto, substantially the form attached hereto as Exhibit E-2; (iii) the License Agreement, substantially in the form attached hereto as Exhibit F, pursuant to which TRMC grants the Operating Company a license to operate and maintain the Assets; (iv) the Avon Anacortes Marine Terminal Operating Agreement, substantially in the form attached hereto as Exhibit GF-1, and the service order related thereto, substantially in the form attached hereto as Exhibit F-2; (iv) the Anacortes Manifest Rail Terminalling Services Agreement, substantially in the form attached hereto as Exhibit G-1, and the service orders related thereto, substantially in the form attached hereto as Exhibit G-2 and Exhibit G-3; (v) Amendment to the Secondment and Logistics Transportation Services AgreementAgreement – Anacortes Short Haul Pipelines, substantially in the form attached hereto as Exhibit H-1, and the service orders order related thereto, substantially in the form attached hereto as Exhibit H-2; (vi) Fourth the Ground Leases, substantially in the form attached hereto as Exhibit I-1, Exhibit I-2 and Exhibit I-3; (vii) the Assignment, substantially in the form attached hereto as Exhibit J; (viii) an applicable service order to the Secondment and Logistics Services Agreement, substantially in the form attached hereto as Exhibit K; (ix) First Amended and Restated Schedules to the Omnibus Agreement among TesoroAndeavor, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, substantially in the form attached hereto as Exhibit I; 80950117L; (viix) Amendment No. 5 6 to the Second Amended and Restated Limited Liability Company Agreement of the General Partner among the General Partner, TesoroAndeavor, TRMC and Tesoro Alaska Company LLC, substantially in the form attached hereto as Exhibit JM; (viiixi) a ten-year promissory note, substantially in the form attached hereto as Exhibit KN, by Tesoro Andeavor in favor of the General Partner to evidence the funds loaned by the General Partner to Tesoro Andeavor pursuant to Section 2.2(d);): (ixxii) a debt indemnification agreement, substantially in the form attached hereto as Exhibit LO; (xxiii) the Sublease Rights and Escrow Agreement, substantially in form attached hereto as Exhibit P; (xiv) a closing escrow agreement, substantially in the form attached hereto as Exhibit MQ, to effect the closing into escrow with McGuireWoods LLP of all the Transaction Documents related to the contribution of the Assets; and (xixv) all other documents and instruments necessary or appropriate to convey the Assets to the Operating Company. (c) the Conflicts Committee of the General Partner has received a fairness opinion by Evercore Group, L.L.C.from Xxxxx Xxxxxxx & Co., the financial advisor to the Conflicts Committee.

Actions and Deliveries on the Effective Date. The Parties acknowledge that the following actions and deliveries have occurred: (a) receipt by the Parties of all permits, consents, approvals, authorizations, orders, registrations, filings or qualifications of or with any court, governmental agency or body having jurisdiction over the Parties required in connection with the execution, delivery and performance of the Transaction Documents; (b) the execution and delivery by the respective parties thereto of the following documents: (i) a Xxxxxx XX Storage Services Agreement for the Xxxx of Sale, substantially in the form attached hereto as Exhibit D, pursuant to which TRMC, the General Partner Tankage between TRMC and the Partnership assign Operating Company, and convey the Assetsservice order related thereto; (ii) an Amendment No. 1 to the Martinez Storage SoCal Transportation Services Agreement, substantially in the form attached hereto as Exhibit E, Agreement and the service order related thereto; (iii) a License Agreement between TRMC and the License Agreement, substantially in the form attached hereto as Exhibit FOperating Company, pursuant to which TRMC grants the Operating Company a license to access to the Refinery to operate and maintain the AssetsTankage; (iv) the Avon Marine Terminal Operating Agreement, substantially in the form attached hereto as Exhibit G; (v) Amendment applicable service orders to the Secondment and Logistics Services AgreementAgreement among TRMC, substantially in the form attached hereto as Exhibit H-1, General Partner and the service orders related thereto, substantially in the form attached hereto as Exhibit H-2certain of their respective Affiliates; (viv) Fourth a First Amended and Restated Schedules to the Omnibus Agreement among Tesoro, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, substantially in the form attached hereto as Exhibit I; 80950117and (viivi) an Amendment No. 5 2 to the Second Amended and Restated Limited Liability Company Agreement of the General Partner among the General Partner, Tesoro, TRMC and Tesoro Alaska Company LLC; (vii) an Amendment No. 1 to Tranche 2 Contribution Agreement among Tesoro, substantially in TRMC, Xxxxxx Xxxxx, the form attached hereto as Exhibit JGeneral Partner, the Partnership and the Operating Company; (viii) a ten-year promissory note, substantially in the form attached hereto as Exhibit KD to this Agreement, by Tesoro in favor of the General Partner to evidence the funds loaned by the General Partner to Tesoro pursuant to Section 2.2(d2.3(d); (ix) a debt indemnification agreement, substantially in the form attached hereto as Exhibit L; (x) a closing escrow agreement, substantially in the form attached hereto as Exhibit M, agreement to effect the closing into escrow with McGuireWoods LLP of all the Transaction Documents related to the contribution of the Assets; and (xix) all other documents and instruments necessary or and appropriate to convey the Assets Tankage to the Operating Company., and the Remaining Pipeline 88 Interest to TSPC, including the Xxxxxx Xxxxx Xxxx of Sale, the TRMC Xxxx of Sale and other customary forms as may be agreed by the Parties; for the avoidance of doubt: (1) the conveyance of the Tankage from TRMC to the Operating Company and assumption of the specified obligations by the Operating Company is solely to minimize the need for additional conveyance documents and instruments; the intent of the Parties (and the intended treatment of the transactions contemplated hereby) is for TRMC to convey the Tankage to the General Partner pursuant to Section 2.2, for the General Partner to convey the Tankage to the Partnership pursuant to Section 2.3 and for the Partnership to convey the Tankage to the Operating Company pursuant to Section 2.4; and (2) the conveyance of the Remaining Pipeline 88 Interest from Xxxxxx Xxxxx to TSPC and assumption of the specified obligations by TSPC is solely to minimize the need for additional conveyance documents and instruments; the intent of the Parties (and the intended treatment of the transactions contemplated hereby) is for Xxxxxx Xxxxx to convey the Remaining Pipeline 88 Interest to the Partnership pursuant to Section 2.3, for the Partnership to convey the Remaining Pipeline 88 Interest to the Operating Company pursuant to Section 2.4 and for the Operating Company to convey the Remaining Pipeline 88 Interest to TSPC pursuant to Section 2.5; and (c) the Conflicts Committee of the General Partner has received a fairness opinion by Evercore Group, L.L.C.Xxxxxxx & Company International, the financial advisor to the Conflicts Committeeconflicts committee of the board of directors of the General Partner.

Actions and Deliveries on the Effective Date. The Parties acknowledge that the following actions and deliveries have occurred: (a) receipt by the Parties of all permits, consents, approvals, authorizations, orders, registrations, filings or qualifications of or with any court, governmental agency or body having jurisdiction over the Parties required in connection with the execution, delivery and performance of the Transaction Documents; (b) the execution and delivery by the respective parties thereto of the following documents: (i) the Xxxx of Sale, substantially in the form attached hereto as Exhibit D, pursuant to which TRMC, the General Partner and the Partnership assign and convey the Assets; (ii) the Martinez Storage Services Agreement, substantially in the form attached hereto as Exhibit E, and the service order related thereto; (iii) the License Agreement, substantially in the form attached hereto as Exhibit F, pursuant to which TRMC grants the Operating Company a license to operate and maintain the Assets; (iv) the Avon Marine Terminal Operating Agreement, substantially in the form attached hereto as Exhibit G;Exhibit (v) Amendment to the Secondment and Logistics Services Agreement, substantially in the form attached hereto as Exhibit H-1, and the service orders related thereto, substantially in the form attached hereto as Exhibit H-2; (vi) Fourth Amended and Restated Schedules to the Omnibus Agreement among Tesoro, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, substantially in the form attached hereto as Exhibit I; 80950117 (vii) Amendment No. 5 to the Second Amended and Restated Limited Liability Company Agreement of the General Partner among the General Partner, Tesoro, TRMC and Tesoro Alaska Company LLC, substantially in the form attached hereto as Exhibit J; (viii) a ten-year promissory note, substantially in the form attached hereto as Exhibit K, by Tesoro in favor of the General Partner to evidence the funds loaned by the General Partner to Tesoro pursuant to Section 2.2(d); (ix) a debt indemnification agreement, substantially in the form attached hereto as Exhibit L; (x) a closing escrow agreement, substantially in the form attached hereto as Exhibit M, to effect the closing into escrow with McGuireWoods LLP of all the Transaction Documents related to the contribution of the Assets; and (xi) all other documents and instruments necessary or appropriate to convey the Assets to the Operating Company. (c) the Conflicts Committee of the General Partner has received a fairness opinion by Evercore Group, L.L.C., the financial advisor to the Conflicts Committee.