Common use of Actions and Deliveries Clause in Contracts

Actions and Deliveries. The Parties acknowledge that the following actions and deliveries shall occur as set forth below: (a) if agreed upon at a future date by the General Partner and Tesoro, the General Partner shall loan the funds it shall receive pursuant to Section 2.2 to Tesoro pursuant to a 10-year promissory note in the form attached as Exhibit D to this Agreement; (b) as of the Execution Date, TRMC shall execute and deliver documents and instruments necessary and appropriate to convey the applicable Assets directly to the Operating Company, in the form attached hereto as Exhibit E and other customary forms as may be agreed by the Parties; (c) as of the Execution Date, the parties to the TTA have executed and delivered the TTA; (d) as of the Execution Date, the parties to the MTUA have executed and delivered the MTUA; (e) as of the Execution Date, the parties to the Second Amended and Restated Omnibus Agreement have executed and delivered the Second Amended and Restated Omnibus Agreement; (f) as of the Execution Date, the parties to the Amended and Restated Operational Services Agreement have executed and delivered an amendment and restatement of the schedules to the Amended and Restated Operational Services Agreement; (g) as of the Execution Date, TRMC and the Operating Company have executed and delivered a ground lease agreement related to the real property under the Facility and such other matters as included therein in form and substance satisfactory to both parties; (h) as of the Execution Date, TRMC and the Operating Company have executed and delivered a quitclaim deed with respect to the Assets identified on Exhibit A applicable to such quitclaim in form and substance satisfactory to both parties; (i) as of the Execution Date, or at a later date if necessary pursuant to Section 3.6, TRMC and the Operating Company have executed consent and assignment agreements for the assignment of certain of the contracts listed on Exhibit A, all in form and substance satisfactory to both parties; (j) as of the Execution Date, the Parties and the parties to the other Transaction Documents have executed a closing escrow agreement to effect the closing into escrow with McGuireWoods LLP of all documents and instruments related to the closing as of the Execution Date; and (k) as of the Execution Date, the conflicts committee of the board of the directors of the General Partner has received the opinion of Xxxxxxx International, the financial advisor to the 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.

Actions and Deliveries. The Parties acknowledge that the following actions and deliveries shall occur as set forth below: (a) if agreed upon at a future date by the General Partner and Tesoro, the General Partner shall loan the funds it shall receive pursuant to Section 2.2 to Tesoro pursuant to a 10-year promissory note in the form attached as Exhibit D to this Agreement; (b) as of the Execution Dateeach Effective Time, TRMC shall execute and deliver documents and instruments necessary and appropriate to convey the applicable Assets directly to the Operating Company, in the form attached hereto as Exhibit E and other customary forms as may be agreed by the Parties; (c) as of the Execution Date, the parties to the TTA BAUTA have executed and delivered the TTABAUTA; (d) as of the Execution Date, the parties to the MTUA Transportation Services Agreement have executed and delivered the MTUATransportation Services Agreement; (e) as of the Execution Date, the parties to the Second Long Beach Operating Agreement have executed and delivered the Long Beach Operating Agreement; (f) as of the Execution Date, the parties to the Amended and Restated Omnibus Agreement have executed and delivered an amendment no. 1 to the Second Amended and Restated Omnibus Agreement; (fg) as of the Execution Date, the parties to the Amended and Restated Omnibus Agreement, as amended as of the Execution Date, have executed and delivered an amendment and restatement of the schedules to the Amended and Restated Omnibus Agreement; (h) as of the Execution Date, the parties to the Amended and Restated Operational Services Agreement have executed and delivered an amendment and restatement of the schedules to the Amended and Restated Operational Services Agreement; (g) as of the Execution Date, TRMC and the Operating Company have executed and delivered a ground lease agreement related to the real property under the Facility and such other matters as included therein in form and substance satisfactory to both parties; (h) as of the Execution Date, TRMC and the Operating Company have executed and delivered a quitclaim deed with respect to the Assets identified on Exhibit A applicable to such quitclaim in form and substance satisfactory to both parties; (i) as of the Execution Date, or at a later date if necessary pursuant to Section 3.6, TRMC and the Operating Company have executed consent and assignment agreements for the assignment of certain of the contracts listed on Exhibit A, all in form and substance satisfactory to both parties; (j) as of the Execution Date, the Parties and the parties to the other Transaction Documents have executed a closing escrow agreement to effect the closing into escrow with McGuireWoods LLP of all documents and instruments related to the closing as of the Execution Date; and (kj) as of the Execution Date, the conflicts committee of the board of the directors of the General Partner has received the opinion of Xxxxxxx International, the financial advisor to the 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.