Conveyances by the Partnership to the Operating Company. Effective as of the Execution Date and immediately after the completion of the General Partner Contribution, the Partnership hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Operating Company, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the Partnership in and to the Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Assets, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. The contribution described in this Section 2.3 shall be referred to in this Agreement as the “Partnership Contribution.” The Partnership hereby makes the Partnership Contribution as a capital contribution to the capital of the Operating Company and the Operating Company hereby accepts the Assets, including the TTA and the MTUA, as a contribution to the capital of the Operating Company.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Tesoro Corp /New/), Contribution, Conveyance and Assumption Agreement (Tesoro Logistics Lp)
Conveyances by the Partnership to the Operating Company. (a) Effective as of the Execution Date Effective Time and immediately after the completion of the General Partner Contribution, the Partnership hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Operating Company, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the Partnership in and to the Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Assets, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. The contribution described in this Section 2.3 2.3(a) shall be referred to in this Agreement as the “Partnership Contribution.” The Partnership hereby makes the Partnership Contribution and the Partnership Secondary Contribution, as defined below, as a capital contribution to the capital of the Operating Company contribution, and the Operating Company hereby accepts the Assets, including the TTA and the MTUA, Assets as a contribution to the capital of the Operating Company.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Tesoro Logistics Lp), Contribution, Conveyance and Assumption Agreement (Tesoro Corp /New/)