Common use of Conveyances of Remaining Assets, if any Clause in Contracts

Conveyances of Remaining Assets, if any. If any of the assets that collectively constitute the Kenai Tankage, including any responsibilities, coverages and liabilities under any permit or licenses included in the Kenai Tankage, are not conveyed as of the First Closing Date due to either of TAC or the General Partner awaiting the requisite consents to such conveyance and transfer, TAC or the General Partner, as applicable, agrees to use its reasonable commercial efforts to promptly obtain, or cause to be obtained, any written consents necessary to ultimately convey to the Operating Company, in accordance with the procedures in this Article II, the benefit thereof, it being understood that such reasonable commercial efforts shall not include any requirement to offer or grant financial accommodations to any third party or to remain secondarily liable with respect to such items. TAC or the General Partner, as applicable, shall cooperate with the Operating Company in such manner as may be reasonably requested in connection therewith, including without limitation, active participation in visits to and meetings, discussions and negotiations with all persons or entities with the authority to grant or withhold consent. To the extent that any such consents cannot be obtained and could cause a default or forfeiture of rights, the portion of the Kenai Tankage for which such consent is required shall be deemed not conveyed or transferred until such required consent is obtained. During the period before such consent is obtained, the Operating Company shall provide operating services with respect to such Kenai Tankage assets, and in such instance, TAC or the General Partner, as applicable, and the Operating Company will use their reasonable commercial efforts to take such actions as may be possible without violation or breach of any such nonassignable items to effectively grant the Operating Company the economic benefits of, and impose upon the Operating Company the economic burdens of, such items. The Parties shall convey and transfer any such Kenai Tankage assets to which this Section 2.7 applies upon the receipt of the require consents in the same fashion and manner as required by this Article II for the Kenai Tankage assets actually conveyed and transferred as of the First Closing Date.

Appears in 2 contracts

Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Tesoro Corp /New/)

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Conveyances of Remaining Assets, if any. If any of the assets that collectively constitute the Kenai Tankage, including any responsibilities, coverages and liabilities under any permit or licenses included in the Kenai Tankage, First Closing Date Assets are not conveyed as of the First Closing Date due to either any of TAC or the General Partner Contributors awaiting the requisite consents to such conveyance and transfer, TAC or the General Partner, as applicable, applicable Contributor agrees to use its reasonable commercial efforts to promptly obtain, or cause to be obtained, any written consents necessary to ultimately convey to the Operating Company, in accordance with the procedures in this Article II, the benefit thereof, it being understood that such reasonable commercial efforts shall not include any requirement to offer or grant financial accommodations to any third party or to remain secondarily liable with respect to such items. TAC or the General Partner, as applicable, The applicable Contributor shall cooperate with the Operating Company in such manner as may be reasonably requested in connection therewith, including without limitation, active participation in visits to and meetings, discussions and negotiations with all persons or entities with the authority to grant or withhold consent. To the extent that any such consents cannot be obtained and could cause a default or forfeiture of rights, the portion of the Kenai Tankage First Closing Date Assets for which such consent is required shall be deemed not conveyed or transferred until such required consent is obtained. During the period before such consent is obtained, the Operating Company shall provide operating services with respect to such Kenai Tankage assetsFirst Closing Date Assets, and in such instance, TAC or the General Partner, as applicable, applicable Contributor and the Operating Company will use their reasonable commercial efforts to take such actions as may be possible without violation or breach of any such nonassignable items to effectively grant the Operating Company the economic benefits of, and impose upon the Operating Company the economic burdens of, such items. The Parties shall convey and transfer any such Kenai Tankage assets First Closing Date Assets to which this Section 2.7 2.6 applies upon the receipt of the require required consents in the same fashion and manner as required by this Article II for the Kenai Tankage assets actually First Closing Date Assets conveyed and transferred as of the First Closing Date.

Appears in 2 contracts

Samples: Contribution, Conveyance and Assumption Agreement (Tesoro Corp /New/), Contribution, Conveyance and Assumption Agreement (Tesoro Logistics Lp)

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