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

Conveyances by TRMC to the General Partner. (a) Effective as of the Effective Time, TRMC hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the General Partner, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of TRMC in and to the Assets, including any responsibilities, coverages and liabilities under any permit or license \35629849.15 included in the Assets, free and clear of all liens and encumbrances of any kind or nature, other than as set forth on Exhibit C to this Agreement (the “Permitted Liens”). The contribution described in this Section 2.1(a) shall be referred to in this Agreement as the “TRMC Contribution.” TRMC hereby makes the TRMC Contribution and the TRMC Secondary Contribution, as defined below, in exchange for a 51% membership interest in the General Partner, and the General Partner hereby accepts the Assets as a contribution to the capital of the General Partner. (b) Upon receipt of the CLSC Lease Renewal, the CSLC Approval and the CDFG Approval or as otherwise provided in Section 5.1, TRMC shall assign, transfer, contribute, grant, bargain, convey, set over and deliver to the General Partner, its successor and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of TRMC in and to the Secondary Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Secondary 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 2.1(b) shall be referred to in this Agreement as the “TRMC Secondary Contribution.” The TRMC Secondary Contribution shall be made for no additional consideration and the General Partner shall accept the Secondary Assets as a contribution to the capital of the General Partner. (c) The Parties hereby acknowledge and agree that TRMC owns certain assets and properties (including any and all petroleum and hydrocarbon inventory) and has certain responsibilities, coverages and liabilities that might otherwise be considered as part of the Assets as set forth on Exhibit D to this Agreement (collectively, the “Excluded Assets and Liabilities”), and that the Excluded Assets and Liabilities are being retained by TRMC and are not being contributed or transferred as part of the Contribution.

Conveyances by TRMC to the General Partner. (a) Effective as of the each Effective Time, TRMC hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the General Partner, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of TRMC in and to the AssetsAssets to be conveyed as of that Effective Time, including any responsibilities, coverages and liabilities under any permit or license \35629849.15 included in the such Assets, free and clear of all liens and encumbrances of any kind or nature, other than as set forth on Exhibit C B to this Agreement (the “Permitted Liens”). The contribution described in this Section 2.1(a) with respect to the beneficial right to receive all of the Assets pending the actual transfer of full title and interest as of the applicable Effective Times shall be referred to in this Agreement as the “TRMC Contribution.” As of the Execution Date, TRMC hereby makes the TRMC Contribution and the TRMC Secondary Contribution, as defined below, in exchange for a 51an additional 28% membership interest in the General Partner, and the General Partner hereby accepts the Assets TRMC Contribution as a contribution to the capital of the General Partner. (b) Upon receipt of the CLSC Lease Renewal, the CSLC Approval and the CDFG Approval or as otherwise provided in Section 5.1, TRMC shall assign, transfer, contribute, grant, bargain, convey, set over and deliver to the General Partner, its successor and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of TRMC in and to the Secondary Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Secondary 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 2.1(b) shall be referred to in this Agreement as the “TRMC Secondary Contribution.” The TRMC Secondary Contribution shall be made for no additional consideration and the General Partner shall accept the Secondary Assets as a contribution to the capital of the General Partner. (c) The Parties hereby acknowledge and agree that TRMC owns certain assets and properties (including any and all petroleum and hydrocarbon inventory) and has certain responsibilities, coverages and liabilities that might otherwise be considered as part of the Assets as set forth on Exhibit D C to this Agreement (collectively, the “Excluded Assets and Liabilities”), and that the Excluded Assets and Liabilities are being retained by TRMC and are not being contributed or transferred as part of the TRMC Contribution.