Common use of Instruments of Conveyance and Assumption Clause in Contracts

Instruments of Conveyance and Assumption. (a) In order to effectuate the sale, assignment, transfer and conveyance of the Assets, Seller has, or has caused its Affiliates to, execute and deliver to Purchaser at the Time of Closing: (i) one or more deeds or other instruments of conveyance conveying the right, title and interest of Seller in and to the Real Property; (ii) transfers and assignments to Purchaser of the transferable Permits and the Forest Licenses, and in the case of the Forest Licenses and Permits (including Crown leases, land use permits or licenses of occupation) which may be incapable of transfer or assignment, Seller shall surrender the same to the Crown (in order to permit Purchaser’s application for similar entitlements) and provide proof of said surrender to Purchaser; (iii) one or more bills of sale; and (iv) such other instruments of conveyance and other documents as Purchaser has reasonably deemed necessary or appropriate to vest in, or confirm to, Purchaser title to all of the Assets as contemplated by this Agreement (collectively with clauses (i) - (iii) above, the “Deeds and Assignments”). (b) In order to effectuate the assumption of the Assumed Liabilities, Purchaser has executed and delivered to Seller at the Time of Closing: (i) one or more instruments of assumption; and (ii) such other documents as Seller has reasonably deemed necessary or appropriate to confirm Purchaser’s assumption of the Assumed Liabilities (collectively, with clause (i) above, the “Instruments of Assumption”).

Instruments of Conveyance and Assumption. (a) In order Subject to effectuate the saleSection 2.6, from time to time, SSA and its Affiliates shall execute and deliver, and record (when appropriate) any and all Deeds, instruments or other documents of transfer, conveyance and assignment, transfer and conveyance take such other action as NT Retail may reasonably request, as may be necessary or advisable to effect or evidence the transfers of the SSA Transferred Assets, Seller has, or has caused its Affiliates to, execute and deliver to Purchaser at the Time of Closing: (i) one or more deeds or other instruments of conveyance conveying the right, title and interest of Seller in as and to the Real Property; extent contemplated hereby. From time to time, NT Retail will execute and deliver, and record (ii) transfers when appropriate), any and assignments all instruments or other documents of assumption and acceptance, and take such other action as SSA may reasonably request, as may be necessary or advisable to Purchaser effect the assumption of the transferable Permits NT Retail Assumed SSA Obligations, as and to the Forest Licensesextent contemplated hereby. In the event that any Excluded Assets or SSA Retained Obligations are inadvertently transferred to NT Retail or one of its subsidiaries, (a) SSA and its Affiliates and NT Retail and its Affiliates shall execute and deliver, and in record (when appropriate), any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as SSA or NT Retail may reasonably request, as may be necessary or advisable to effect or evidence the case transfer of the Forest Licenses Excluded Assets to SSA or its Affiliates, as and Permits to the extent contemplated hereby, and (including Crown leasesb) NT Retail and SSA will execute and deliver, land use permits and record (when appropriate), any and all instruments or licenses other documents of occupation) which assumption and acceptance, and take such other action as SSA or NT Retail may reasonably request, as may be incapable necessary or advisable to effect the assumption of transfer the SSA Retained Obligations by SSA or assignmentits Affiliates, Seller shall surrender the same as and to the Crown (in order to permit Purchaser’s application for similar entitlements) and provide proof of said surrender to Purchaser; (iii) one or more bills of sale; and (iv) such other instruments of conveyance and other documents as Purchaser has reasonably deemed necessary or appropriate to vest in, or confirm to, Purchaser title to all of the Assets as extent contemplated by this Agreement (collectively with clauses (i) - (iii) above, the “Deeds and Assignments”)hereby. (b) In order SSA acknowledges that, if NTI and its Affiliates enter into the Sale and Leaseback Transaction, NTI (on behalf of NT Retail) may designate that certain Marketing Owned Real Property and Marketing Improvements be conveyed to effectuate the assumption Third Person counter-party to the Sale and Leaseback Transaction as contemplated in Section 7.12 of the Assumed LiabilitiesFormation Agreement, Purchaser has executed and delivered that SSA and its Affiliates shall execute and deliver, and record (when appropriate), any and all Deeds, instruments or other documents of transfer, conveyance and assignment, and take such other action as NTI (on behalf of NT Retail) may reasonably request, as may be necessary or advisable to Seller at effect or evidence the Time transfer of Closing:such Marketing Owned Real Property and Marketing Improvements to such Third Person counter-party. The foregoing notwithstanding, SSA shall approve the form, terms and conditions of such Deeds, instruments or other documents in advance of the Closing Date, which approval will not be unconditionally withheld, conditioned or delayed. NTI and its Affiliates agree to indemnify, defend and hold harmless the SSA Indemnitees from and against any and all Claims and Losses of the SSA Indemnitees arising out of or relating to Claims made against any SSA Indemnitee by any such Third Person counter-party that arise out of or relate to the Sale and Leaseback Transaction (other than Claims and Losses arising from the breach of the warranty of title set forth in the applicable Deed, instrument or document). (ic) one or more instruments of assumption; and (ii) such other documents as Seller has reasonably deemed necessary or appropriate to confirm Purchaser’s assumption NTI and its Affiliates agree that their use of the Assumed Liabilities (collectivelySale and Leaseback Transaction shall not release NTI or any of its Affiliates from any representation, with clause (i) abovewarranty, covenant or other obligation contained in this Marketing Contribution Agreement or any of the “Instruments of Assumption”)Related Agreements. SSA and its Affiliates agree that nothing in this Section 2.5 shall be construed to limit SSA’s obligations under Article 8.

Instruments of Conveyance and Assumption. (a) In order to effectuate the sale, assignment, transfer and conveyance of the Assets, the Seller hasshall, or has caused shall cause its Affiliates to, execute and deliver to Purchaser at the Time of Closing: (i) one or more deeds or other instruments of conveyance conveying the right, title and interest of Seller in and to the Real Property, such instruments to be in registrable form reasonably acceptable to Purchaser’s solicitors; if requested by Purchaser, Seller agrees that the instruments to be delivered on the Closing Date shall contain signed statements contemplated under Section 50(22) of the Planning Act; (ii) transfers and assignments to Purchaser of the transferable Permits and the Forest Licenses, and in the case of the Forest Licenses and Permits (including Crown leases, land use permits or licenses of occupation) which may be incapable of transfer or assignment, Seller shall surrender the same to the Crown (in order to permit Purchaser’s application for similar entitlements) and provide proof of said surrender to Purchaser; (iii) one or more bills of sale, in the form attached hereto as Schedule 2.11(a)(iii); and (iv) such other instruments of conveyance and other documents as Purchaser has shall reasonably deemed deem necessary or appropriate to vest in, or confirm to, Purchaser title to all of the Assets as contemplated by this Agreement Agreement, in a form reasonably acceptable to Seller and Purchaser (collectively with clauses (i) - (iii) above, the “Deeds and Assignments”). (b) In order to effectuate the assumption of the Assumed Liabilities, Purchaser has executed shall execute and delivered deliver to Seller at the Time of Closing: (i) one or more instruments of assumption; , in the form attached hereto as Schedule 2.11(b)(i), and (ii) such other documents documents, in a form reasonably acceptable to Seller and Purchaser, as Seller has shall reasonably deemed deem necessary or appropriate to confirm Purchaser’s assumption of the Assumed Liabilities (collectively, with clause (i) above, the “Instruments of Assumption”).

Instruments of Conveyance and Assumption. (a) In order to effectuate the sale, assignment, transfer and conveyance of the Assets, the Seller hasshall, or has caused shall cause its Affiliates to, execute and deliver to Purchaser at the Time of Closing: (i) one or more deeds or other instruments of conveyance conveying the right, title and interest of Seller in and to the Real Property, such instruments to be in registrable form reasonably acceptable to Purchaser’s solicitors; if requested by Purchaser, Seller agrees that the instruments to be delivered on the Closing Date shall contain signed statements contemplated under Section 50(22) of the Planning Act; (ii) transfers and assignments to Purchaser of the transferable Permits and the Forest LicensesPermits, and in the case of the Forest Licenses and Permits (including Crown leases, land use permits or licenses of occupation) occupation which may be incapable of transfer or assignment, Seller shall surrender the same to the Crown (in order to permit Purchaser’s application for similar entitlements) and provide proof of said surrender to Purchaser; (iii) one or more bills of sale, in the form attached hereto as Schedule 2.11(a)(iii); and (iv) such other instruments of conveyance and other documents as Purchaser has shall reasonably deemed deem necessary or appropriate to vest in, or confirm to, Purchaser title to all of the Assets as contemplated by this Agreement Agreement, in a form reasonably acceptable to Seller and Purchaser (collectively with clauses (i) - (iii) above, the “Deeds and Assignments”). (b) In order to effectuate the assumption of the Assumed Liabilities, Purchaser has executed shall execute and delivered deliver to Seller at the Time of Closing: (i) one or more instruments of assumption; , in the form attached hereto as Schedule 2.11(b)(i), and (ii) such other documents documents, in a form reasonably acceptable to Seller and Purchaser, as Seller has shall reasonably deemed deem necessary or appropriate to confirm Purchaser’s assumption of the Assumed Liabilities (collectively, with clause (i) above, the “Instruments of Assumption”).

Instruments of Conveyance and Assumption. (a) In order Subject to effectuate the saleSection 2.6, from time to time, MPC and its Affiliates shall execute and deliver, and record (when appropriate), any and all Deeds, instruments or other documents of transfer, conveyance and assignment, transfer and conveyance take such other action as SPP Refining may reasonably request, as may be necessary or advisable to effect or evidence the transfers of the MPC Transferred Assets, Seller has, or has caused its Affiliates to, execute and deliver to Purchaser at the Time of Closing: (i) one or more deeds or other instruments of conveyance conveying the right, title and interest of Seller in as and to the Real Property; extent contemplated hereby. From time to time, SPP Refining will execute and deliver, and record (ii) transfers when appropriate), any and assignments all instruments or other documents of assumption and acceptance, and take such other action as MPC may reasonably request, as may be necessary or advisable to Purchaser effect the assumption of the transferable Permits SPP Refining Assumed MPC Obligations, as and to the Forest Licensesextent contemplated hereby. In the event that any Excluded Assets or MPC Retained Obligations are inadvertently transferred to SPP Refining or one of its subsidiaries, (a) MPC and its Affiliates and SPP Refining and its Affiliates shall execute and deliver, and in record (when appropriate), any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as MPC or SPP Refining may reasonably request, as may be necessary or advisable to effect or evidence the case transfer of the Forest Licenses Excluded Assets to MPC or its Affiliates, as and Permits to the extent contemplated hereby, and (including Crown leasesb) SPP Refining and MPC will execute and deliver, land use permits and record (when appropriate), any and all instruments or licenses other documents of occupation) which assumption and acceptance, and take such other action as MPC or SPP Refining may reasonably request, as may be incapable necessary or advisable to effect the assumption of transfer the MPC Retained Obligations by MPC or assignmentits Affiliates, Seller shall surrender the same as and to the Crown (in order to permit Purchaser’s application for similar entitlements) and provide proof of said surrender to Purchaser; (iii) one or more bills of sale; and (iv) such other instruments of conveyance and other documents as Purchaser has reasonably deemed necessary or appropriate to vest in, or confirm to, Purchaser title to all of the Assets as extent contemplated by this Agreement (collectively with clauses (i) - (iii) above, the “Deeds and Assignments”)hereby. (b) In order MPC acknowledges that it is anticipated that NTI and its Affiliates may enter into the Crude Intermediation Transaction at the Closing and that, pursuant to effectuate the assumption Crude Intermediation Transaction, certain Refinery Inventory and/or Undelivered Refinery Inventory may be conveyed to NTI’s or its Affiliates’ counterparty in the Crude Intermediation Transaction in lieu of conveying such Refinery Inventory and/or Undelivered Refinery Inventory to SPP Refining. MPC and its Affiliates shall execute and deliver, and record (when appropriate), any and all documents of transfer, conveyance and assignment, and take such other action as NTI (on behalf of SPP Refining) may reasonably request, as may be necessary or advisable to effect or evidence the transfer of such Refinery Inventory and/or Undelivered Refinery Inventory to such Third Person counterparty. The foregoing notwithstanding, MPC shall approve the form, terms and conditions of such documents of transfer, conveyance and assignment in advance of the Assumed LiabilitiesClosing Date, Purchaser has executed and delivered to Seller at the Time of Closing:which approval will not be unreasonably withheld, conditioned or delayed. (ic) one MPC acknowledges that, if NTI and its Affiliates enter into the Sale and Leaseback Transaction, NTI (on behalf of SPP Refining) may designate that certain Refinery Owned Real Property and Refinery Improvements comprising the SuperMom’s Bakery and associated real property (the “SuperMom’s Real Property”) be conveyed to the Third Person counterparty to the Sale and Leaseback Transaction as contemplated in Section 7.12 of the Formation Agreement, and that MPC and its Affiliates shall execute and deliver, and record (when appropriate), any and all Deeds, instruments or more other documents of transfer, conveyance and assignment, and take such other action as NTI (on behalf of SPP Refining) may reasonably request, as may be necessary or advisable to effect or evidence the transfer of such SuperMom’s Real Property to such Third Person counterparty. The foregoing notwithstanding, MPC shall approve the form, terms and conditions of such Deeds, instruments or other documents in advance of assumption; andthe Closing Date, which approval will not be unreasonably withheld, conditioned or delayed. NTI and its Affiliates agree to indemnify, defend and hold harmless the MPC Indemnitees from and against any and all Claims and Losses of the MPC Indemnitees arising out of or relating to Claims made against any MPC Indemnitee by any such Third Person counterparty that arise out of or relate to the Sale and Leaseback Transaction (other than Claims and Losses arising from the breach of the warranty of title set forth in the applicable Deed, instrument or other document). (iid) such other documents as Seller has reasonably deemed necessary or appropriate to confirm Purchaser’s assumption NTI and its Affiliates agree that their use of the Assumed Liabilities (collectivelySale and Leaseback Transaction or the Crude Intermediation Transaction shall not release NTI or any of its Affiliates from any representation, with clause (i) abovewarranty, covenant or other obligation contained in this Refining Contribution Agreement or any of the “Instruments of Assumption”)Related Agreements. MPC and its Affiliates agree that nothing in this Section 2.5 shall be construed to limit MPC’s obligations under Article 8.