Common use of Conveyances by the General Partner to the Partnership Clause in Contracts

Conveyances by the General Partner to the Partnership. (a) Effective as of the First Closing Date and immediately after the completion of the TRMC Contribution and the TAC Contribution, the General Partner hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Partnership, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the General Partner in and to the First Closing Date Assets, including any responsibilities, coverages and liabilities under any permit or license included in such assets, and the General Partner’s interest in the Commercial Agreements and the Xxxxxxxx Rights Agreement. The contribution described in this Section 2.3(a) shall be referred to in this Agreement as the “General Partner Contribution.” (b) The General Partner shall make the General Partner Contribution in exchange for the distribution or issuance by the Partnership of the following as of the First Closing Date in consideration of the conveyance and transfer of the First Closing Date Assets: (i) a distribution of $214.4 million in cash; (ii) the issuance to the General Partner of a number of General Partner Units in the Partnership with a value equal to a percentage of $27 million necessary to maintain the General Partner’s two percent (2%) general partner interest in the Partnership, which unit price shall be based on the average closing price of the Common Units for the last ten (10) trading days prior to the First Closing Date and which number of units shall be rounded up to the next highest number of whole units; and (iii) the issuance to the General Partner of a number of Common Units with a value equal to a percentage (determined by one minus the percentage used in Section 2.3(b)(ii)) of $27 million, which unit price shall be based on the average closing price of the Common Units for the last ten (10) trading days prior to the First Closing Date and which number of units shall be rounded down to the next lowest number of whole units. (c) With respect to the distribution of the $214.4 million in cash referenced in Section 2.3(b)(i), the Partnership shall borrow up to $214.4 million under the Partnership’s Credit Agreement, which borrowed funds shall be distributed in cash to the General Partner by wire transfer of such funds directly from the applicable lender under the Partnership’s Credit Agreement to an account designated by the General Partner. After such distribution by the Partnership, Tesoro will execute a Promissory Note and the General Partner will provide pursuant thereto a loan of up to $214.4 million to Tesoro. The General Partner’s loan to Tesoro will be made by a wire transfer from the General Partner to an account designated by Tesoro. The portion of the distribution to the General Partner in excess of amounts distributed out of debt proceeds shall be made to reimburse the General Partner for capital expenditures described in Section 1.707-4(d) of the Treasury Regulations to the extent such distribution does not exceed the amount of capital expenditures described in Section 1.707-4(d) of the Treasury Regulations. (d) The Partnership accepts the General Partner Contribution as a contribution to the capital of the Partnership.

Conveyances by the General Partner to the Partnership. (a) Effective as of the First Closing Date each Effective Time and immediately after the completion of each portion of the TRMC Contribution and the TAC Contribution, the General Partner hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Partnership, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the General Partner in and to the First Closing Date AssetsAssets to be conveyed as of that Effective Time, including any responsibilities, coverages and liabilities under any permit or license included in such assetsAssets, free and clear of all liens and encumbrances of any kind or nature, other than the General Partner’s interest in the Commercial Agreements and the Xxxxxxxx Rights AgreementPermitted Liens. The contribution described in this Section 2.3(a2.2(a) with respect to the beneficial right to receive all of the Assets pending the actual transfer of title as of the applicable Effective Times shall be referred to in this Agreement as the “General Partner Contribution.” (b) The General Partner shall make the General Partner Contribution in exchange for the distribution payment or issuance by the Partnership of the following as of the First Closing Execution Date in consideration of the conveyance and transfer of all of the First Closing Date AssetsAssets as of the applicable Effective Times as set forth herein: (i) a distribution of $214.4 189 million in cash; (ii) the issuance to the General Partner of a number of General Partner Units 9,446 general partner units in the Partnership with a value equal to a percentage of $27 million necessary to maintain the General Partner’s two percent (2%) general partner interest in the Partnership, which unit price shall be based on the average closing price of the Common Units for the last ten (10) trading days prior to the First Closing Date and which number of units shall be rounded up to the next highest number of whole units; and (iii) the issuance to the General Partner of 462,825 Common Units, representing a number of Common Units with one and a value equal to a percentage half percent (determined by one minus 1.5%) limited partner interest in the percentage used in Section 2.3(b)(ii)) of $27 million, which unit price shall be based on the average closing price of the Common Units for the last ten (10) trading days prior to the First Closing Date and which number of units shall be rounded down to the next lowest number of whole unitsPartnership. (c) With respect to The Parties acknowledge that the distribution Assets for which full title and interest shall transfer as of the $214.4 million in cash referenced in Execution Date (the first Effective Time) for all purposes of Section 2.3(b)(i), the Partnership 2.2 and Section 2.3 shall borrow up to $214.4 million under the Partnership’s Credit Agreement, which borrowed funds shall be distributed in cash to the General Partner by wire transfer of such funds directly from the applicable lender under the Partnership’s Credit Agreement to an account designated by include the General Partner. After such distribution by ’s interest in the PartnershipBAUTA, Tesoro will execute a Promissory Note the Long Beach Operating Agreement and the General Partner will provide pursuant thereto a loan of up to $214.4 million to Tesoro. The General Partner’s loan to Tesoro will be made by a wire transfer from the General Partner to an account designated by Tesoro. The portion of the distribution to the General Partner in excess of amounts distributed out of debt proceeds shall be made to reimburse the General Partner for capital expenditures described in Section 1.707-4(d) of the Treasury Regulations to the extent such distribution does not exceed the amount of capital expenditures described in Section 1.707-4(d) of the Treasury RegulationsTransportation Services Agreement. (d) The Parties acknowledge that upon the Long Beach Approval and if a sublease rather than an assignment of the Terminal Lease is required, the Assets for which full title and interest shall transfer as of the applicable Effective Time relating to the sublease of the Terminal Lease for all purposes of Section 2.2 and Section 2.3 shall include the General Partner’s interest in the sublease of the Terminal Lease. (e) As of each Effective Time, the Partnership accepts the General Partner Contribution applicable Assets as a contribution to the capital of the Partnership.