ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) TRMC shall not assign any of its rights or obligations under this Agreement without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that TRMC may assign this Agreement without TLO’s consent in connection with a sale by TRMC of the Refinery so long as the transferee: (i) agrees to assume all of TRMC’s obligations under this Agreement and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TRMC in its reasonable judgment.
ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) As of the Execution Date, the General Partner shall assign all of its rights and obligations under this Agreement to the Partnership. The Partnership shall immediately assign its rights and obligations hereunder to TLO. Upon such assignment to TLO, TLO shall have all of the respective rights and obligations set forth herein during the Term.
ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Delek Refining shall not assign its obligations hereunder without Delek-Big Sandy’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however that (i) Delek Refining may assign this Agreement without Delek-Big Sandy’s consent in connection with a sale by Delek Refining of all or substantially all of the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (1) agrees to assume all of Delek Refining’s obligations under this Agreement and (2) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Delek Refining in its reasonable judgment; and (ii) Delek Refining shall be permitted to make a collateral assignment of this Agreement solely to secure financing for Delek US and its Affiliates.
ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro shall not assign all of its obligations hereunder without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that Tesoro may assign this Agreement, without TLO’s consent, in connection with a sale by Tesoro of a Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of Tesoro’s obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro in its reasonable judgment.
ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro shall not assign all of its obligations hereunder or under a Terminal Service Order without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that Tesoro may assign this Agreement or any Terminal Service Order, without TLO’s consent, in connection with a sale by Tesoro of a Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of Tesoro’s obligations under this Agreement and any Terminal Service Order with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement and any Terminal Service Order, which determination shall be made by Tesoro in its reasonable judgment.
ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Neither the Logistics Group nor the Tesoro Group may assign this Agreement without the prior written consent of the other Party; provided, however, that either Party may subcontract any of the Services or Tesoro Services provided hereunder so long as such Services or Tesoro Services continue to be provided in a manner consistent with past practices and industry standards and in accordance with Section 6(e) above. Notwithstanding the foregoing, the Logistics Group shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) No Party may assign this Agreement without the prior written consent of the other Parties; provided, however, that any Party may subcontract any of the Services provided hereunder so long as such Services continue to be provided in a manner consistent with past practices and industry standards and in accordance with Section 7 above. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) TRMC shall not assign any of its rights or obligations under this Agreement or any Purchase Order without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however: that TRMC may assign this Agreement or any Purchase Order without TLO’s consent in connection with a sale by TRMC of the Mandan Refinery so long as the transferee: (i) agrees to assume all of TRMC’s obligations under this Agreement and any applicable Purchase Order and (ii) is financially and operationally capable of fulfilling the terms of this Agreement and any applicable Purchase Order, which determination shall be made by TRMC in its reasonable judgment.
ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) DKTS shall not assign its obligations hereunder without Delek-Big Sandy’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however that (i) DKTS may assign this Agreement without Delek-Big Sandy’s consent in connection with a sale by Refining of all or substantially all of the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (1) agrees to assume all of DKTS’ obligations under this Agreement and (2) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by DKTS in its reasonable judgment; and (ii) DKTS shall be permitted to make a collateral assignment of this Agreement solely to secure financing for Delek US and its Affiliates.
ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) TRMC shall not assign any of its rights or obligations under this Agreement or any Trucking Service Order without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however: that TRMC may assign this Agreement or any Trucking Service Order without TLO’s consent in connection with a sale by TRMC of the Mandan Refinery so long as the transferee: (i) agrees to assume all of TRMC’s obligations under this Agreement and any applicable Trucking Service Order and (ii) is financially and operationally capable of fulfilling the terms of this Agreement and any applicable Trucking Service Order, which determination shall be made by TRMC in its reasonable judgment. (b) TLO shall not assign any of its rights or obligations under this Agreement or any Trucking Service Order without TRMC’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that (i) TLO may assign this Agreement or any Trucking Service Order without TRMC’s consent in connection with a sale by TLO of TLO's truck gathering operation so long as the transferee: (A) agrees to assume all of TLO's obligations under this Agreement and any applicable Trucking Service Order, (B) is financially and operationally capable of fulfilling the terms of this Agreement and any applicable Trucking Service Order, which determination shall be made by TLO in its reasonable judgment, and (C) is not a competitor of TRMC; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement and any applicable Trucking Service Order solely to secure working capital financing for TLO. (c) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement and all Trucking Service Orders shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (d) TRMC’s obligations hereunder shall not terminate in connection with a Partnership Change of Control. 20.NOTICE All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (i) if by transmission by facsimile or hand delivery, when delivered; (ii) by e-mail on the next business day after delivery, if receipt is confirmed, ...
