Common use of Instruments of Conveyance, Transfer, and Assumption Clause in Contracts

Instruments of Conveyance, Transfer, and Assumption. At the Closing, Seller and Buyer shall deliver to one another duly executed copies of the following instruments: (a) The Xxxx of Sale; (b) The Deeds; (c) One or more agreements by and under which Seller shall assign and convey to Buyer, and Buyer shall accept and assume, all of Seller’s right, title and interest in and to the Non-Fee Property (subject to, and to the extent permitted under, the terms of the terms and conditions of the instruments granting or creating the Non-Fee Property) which agreements shall be substantially in the form attached hereto as Exhibit F, adapted as necessary to conform to local requirements, customs and practices, to render such assignment, conveyance, acceptance and assumption effective and to render such agreement recordable, but in no event shall any such agreement contain any representations, warranties or covenants relating to Seller’s title to the Non-Fee Property (the “Non-Fee Assignment and Conveyance Agreements”); (d) The Assignment and Assumption Agreement; (e) A non-foreign ownership certificate substantially in the form attached hereto as Exhibit H; (f) An agreement, substantially in the form attached hereto as Exhibit I, which sets forth the terms and conditions upon which Seller shall sell to Buyer the Purchased Inventories on the Closing Date (the “Purchased Inventories Sale Agreement”); (g) A custody transfer receipt, substantially in the form attached hereto as Exhibit J, transferring custody, but not title, to all refined products inventories (excluding the Purchased Inventories) (the “Custody Transfer Receipt”); (h) A transition services agreement substantially in the form attached hereto as Exhibit K, which sets forth the terms and conditions upon which Seller will provide Buyer certain services relating to the Purchased Assets (the “Transition Services Agreement”); (i) The Paulsboro Terminal Contract; (j) The FCC Agreements; and (k) Any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transaction contemplated by this Purchase Agreement, and in a form reasonably acceptable to Buyer and Seller (it being understood that such instruments shall not require Buyer, Seller or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in or as contemplated by this Purchase Agreement).

Instruments of Conveyance, Transfer, and Assumption. At the Closing, Seller and Buyer shall deliver to one another duly executed copies of the following instruments: (a) The Xxxx of Sale; ; (b) The Deeds; ; (c) One or more agreements by and under which Seller shall assign and convey to Buyer, and Buyer shall accept and assume, all of Seller’s right, title and interest in and to the Non-Fee Property (subject to, and to the extent permitted under, the terms of the terms and conditions of the instruments granting or creating the Non-Fee Property) which agreements shall be substantially in the form attached hereto as Exhibit F, adapted as necessary to conform to local requirements, customs and practices, to render such assignment, conveyance, acceptance and assumption effective and to render such agreement recordable, but in no event shall any such agreement contain any representations, warranties or covenants 15 relating to Seller’s title to the Non-Fee Property (the “Non-Fee Assignment and Conveyance Agreements”); (d) The Assignment and Assumption Agreement; ; (e) A non-foreign ownership certificate substantially in the form attached hereto as Exhibit H; ; (f) An agreement, substantially in the form attached hereto as Exhibit I, which sets forth the terms and conditions upon which Seller shall sell to Buyer the Purchased Inventories on the Closing Date (the “Purchased Inventories Sale Agreement”); ; (g) A custody transfer receipt, substantially in the form attached hereto as Exhibit J, transferring custody, but not title, to all refined products inventories (excluding the Purchased Inventories) (the “Custody Transfer Receipt”); ; (h) A transition services agreement substantially in the form attached hereto as Exhibit K, which sets forth the terms and conditions upon which Seller will provide Buyer certain services relating to the Purchased Assets (the “Transition Services Agreement”); ; (i) The Paulsboro Terminal Contract; ; (j) The FCC Agreements; and and (k) Any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transaction contemplated by this Purchase Agreement, and in a form reasonably acceptable to Buyer and Seller (it being understood that such instruments shall not require Buyer, Seller or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in or as contemplated by this Purchase Agreement).

Instruments of Conveyance, Transfer, and Assumption. At the Closing, Seller and Buyer shall deliver to one another duly executed copies of the following instruments: (a) The Xxxx of Sale; (b) The Deeds; (c) One or more agreements by and under which Seller shall assign and convey to Buyer, and Buyer shall accept and assume, all of Seller’s right, title and interest in and to the Non-Fee Property (subject to, and to the extent permitted under, the terms of the terms and conditions of the instruments granting or creating the Non-Fee Property) which agreements shall be substantially in the form attached hereto as Exhibit FC, adapted as necessary to conform to local requirements, customs and practices, to render such assignment, conveyance, acceptance and assumption effective and to render such agreement recordable, but in no event shall any such agreement contain any representations, warranties or covenants relating to Seller’s title to the Non-Fee Property (the “Non-Fee Assignment and Conveyance Agreements”); (d) The Assignment and Assumption Agreement; (e) A non-properly executed statement from the Seller, dated as of the Closing Date, certifying that Seller is not a “foreign ownership certificate person” within the meaning of Section 1445 of the Code, substantially in the form attached hereto as Exhibit HE; (f) An agreement, substantially in the form attached hereto as Exhibit IF, which sets forth the terms and conditions upon which Seller shall sell to Buyer the Purchased Inventories on the Closing Date (the “Purchased Inventories Sale Agreement”); (g) A custody transfer receipt, substantially in the form attached hereto as Exhibit JG, transferring custody, but not title, to all refined products inventories (excluding the Purchased Inventories) (the “Custody Transfer Receipt”); (h) A transition services agreement substantially in the form attached hereto as Exhibit K, which sets forth the terms and conditions upon which Seller will provide Buyer certain services relating to the Purchased Assets (the “Transition Services Agreement”); (i) The Paulsboro Terminal Contract; Shipping History Transfer Agreements executed and acknowledged on behalf of the Colonial Pipeline, or (jii) The FCC Agreementsif no such Shipping History Transfer Agreement is delivered with respect to either or both pipelines, Back-to-Back Agreements with respect to such pipeline(s); and (ki) Any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transaction contemplated by this Purchase Agreement, and in a form reasonably acceptable to Buyer and Seller (it being understood that such instruments shall not require Buyer, Seller or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in or as contemplated by this Purchase Agreement).