Deliveries by the P66 Parties. At the Closing, the P66 Parties will deliver (or cause to be delivered) the following: (a) a counterpart to the Assignment of Membership Interest, duly executed by PDI; (b) a counterpart to the Xxxxxxx Cavern Storage Agreement, duly executed by P66 Company; (c) a counterpart to the Xxxxxx Frac Agreement, duly executed by P66 Company; (d) a counterpart to the Omnibus Agreement Amendment, duly executed by P66 Company and Pipeline; (e) a counterpart to the Operational Services Agreement Amendment, duly executed by Pipeline; (f) a counterpart to the Shared Services Agreement (Xxxxxx Frac), duly executed by P66 Company; (g) a counterpart to the Lease, duly executed by P66 Company; (h) the P66 Closing Certificate, duly executed by an officer of the P66 Parties; (i) an executed statement described in Treasury regulations section 1.1445-2(b)(2) certifying that PDI is neither a disregarded entity nor a foreign person within the meaning of the Code; and (j) such other documents, certificates and other instruments as may be reasonably requested by the Partnership prior to the Closing Date to carry out the intent and purposes of this Agreement.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp), Contribution, Conveyance and Assumption Agreement
Deliveries by the P66 Parties. At the Closing, the P66 Parties will deliver (or cause to be delivered) the following:
(a) a counterpart to the Assignment of Membership Interest, duly executed by PDI;
(b) a counterpart to the Xxxxxxx Cavern Storage AgreementOperational Services Agreement Amendment, duly executed by P66 CompanyPipeline;
(c) a counterpart to the Xxxxxx Frac Agreement, duly executed by P66 Company;
(d) a counterpart to the Omnibus Agreement Amendment, duly executed by Pipeline;
(d) a counterpart to each of the Commercial Agreements, duly executed by P66 Company and PipelineCompany;
(e) a counterpart to the Operational Shared Services Agreement AmendmentAgreement, duly executed by PipelineP66 Company;
(f) a counterpart to the Shared Services Agreement (Xxxxxx Frac)Amendment, duly executed by P66 Company;
(g) a counterpart to the LeaseOrigination Services Agreement Amendment, duly executed by P66 Company;
(h) a counterpart to each of the Lease Agreements, duly executed by P66 Company;
(i) the P66 Closing Certificate, duly executed by an officer of the P66 Parties;
(ij) an executed statement described in Treasury regulations section 1.1445-2(b)(2) certifying that PDI is PDIis neither a disregarded entity nor a foreign person within the meaning of the Code; andand US-DOCS\70615498.10
(jk) such other documents, certificates and other instruments as may be reasonably requested by the Partnership prior to the Closing Date to carry out the intent and purposes of this Agreement.
Appears in 1 contract
Deliveries by the P66 Parties. At the Closing, the P66 Parties will deliver (or cause to be delivered) the following:
(a) a counterpart to the Assignment of Membership Interest, duly executed by PDI;
(b) a counterpart to the Xxxxxxx Cavern Storage AgreementOperational Services Agreement Amendment, duly executed by P66 CompanyPipeline;
(c) a counterpart to the Xxxxxx Frac Agreement, duly executed by P66 Company;
(d) a counterpart to the Omnibus Agreement Amendment, duly executed by Pipeline;
(d) a counterpart to each of the Commercial Agreements, duly executed by P66 Company and PipelineCompany;
(e) a counterpart to the Operational Shared Services Agreement AmendmentAgreement, duly executed by PipelineP66 Company;
(f) a counterpart to the Shared Services Agreement (Xxxxxx Frac)Amendment, duly executed by P66 Company;
(g) a counterpart to the LeaseOrigination Services Agreement Amendment, duly executed by P66 Company;
(h) a counterpart to each of the Lease Agreements, duly executed by P66 Company;
(i) the P66 Closing Certificate, duly executed by an officer of the P66 Parties;
(ij) an executed statement described in Treasury regulations section 1.1445-2(b)(2) certifying that PDI is neither a disregarded entity nor a foreign person within the meaning of the Code; andand US-DOCS\70615498.10
(jk) such other documents, certificates and other instruments as may be reasonably requested by the Partnership prior to the Closing Date to carry out the intent and purposes of this Agreement.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)
Deliveries by the P66 Parties. At the Closing, the P66 Parties will deliver (or cause to be delivered) the following:
(a) a counterpart to the Assignment of Membership InterestInterests, duly executed by PDIthe P66 Parties or their applicable Affiliates party thereto, with respect to the assignments of the Contributed Interests to the Partnership;
(b) a counterpart to the Xxxxxxx Cavern Storage AgreementAssignment of Term Note, duly executed by by, among others, Xxxxxxxx 66, P66 CompanyCompany and PDI;
(c) a counterpart to the Xxxxxx Frac Agreement, duly executed by P66 Company;
(d) a counterpart to the Omnibus Agreement Amendment, duly executed by P66 Company and Pipeline;
(d) a counterpart to the Amended and Restated Operational Services Agreement, duly executed by Pipeline;
(e) a counterpart to the Operational Services Agreement AmendmentAmended and Restated Lease, duly executed by PipelineP66 Company;
(f) a counterpart to the Shared Amended and Restated Tolling Services Agreement (Xxxxxx Frac)Agreement, duly executed by P66 Company;
(g) a counterpart to the LeaseAmended and Restated Shared Services Agreement, duly executed by P66 Company;
(h) the P66 Company Closing Certificate, duly executed by an officer officers of the P66 PartiesCompany and PDI;
(i) an executed statement described in Treasury regulations Regulations section 1.1445-2(b)(2) certifying that PDI is neither a disregarded entity nor a foreign person within the meaning of the CodeCode and the Treasury Regulations; and
(j) such other documents, certificates and other instruments as may be reasonably requested by the Partnership prior to the Closing Date to carry out the intent and purposes of this Agreement.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)