Liability for Affiliates Sample Clauses

Liability for Affiliates. 99 Appendix A Certain Definitions Appendix B Procedures for Dispute Resolution Exhibit A Speedway SuperAmerica LLC Retail Integration Protocol Schedule 1.01 Financed Properties Schedule 4.01(c) Subleased Property Schedule 4.02(a)-1 Marathon Capital Expenditures Schedule 4.02(a)-2 Ashland Capital Expenditures Schedule 8.01(k) (i)(A) Closing Date Affiliate Transactions Schedule 8.14 Company Leverage Policy Schedule 8.15 Company Investment Guidelines Schedule A Calculations re: Normal Annual Capital Budget Amount Schedule B-1 Adjustments to Historical EBITDA (Marathon) Schedule B-2 Adjustments to Historical EBITDA (Ashland) Schedule C Initial Executive Officers LIMITED LIABILITY COMPANY AGREEMENT dated as of [January 1], 1998, of MARATHON - - ASHLAND PETROLEUM LLC (the "Company"), by and ------- between Marathon Oil Company, an Ohio corporation ("Marathon"), and Ashland Inc., a -------- Kentucky corporation ("Ashland"), as Members. ------- Preliminary Statement ---------------------

Liability for Affiliates. Notwithstanding anything to the contrary herein, each party shall be responsible and fully liable for any acts and omissions of its Affiliates (and such Affiliates’ employees, agents and consultants, as applicable) in connection with such Affiliates’ performance on behalf of or for such party under this Agreement as if such acts and omissions had been executed by such party itself.

Liability for Affiliates. 115 SECTION 17.14. Schedules......................................116 Contents, p. 6 APPENDIX A Certain Definitions SCHEDULE 1.03(c) Conflicts SCHEDULE 1.03(d) Consents SCHEDULE 14.01(a) Competitive Businesses PUT/CALL, REGISTRATION RIGHTS AND STANDSTILL AGREEMENT dated as of January 1, 1998 by and among MARATHON OIL COMPANY, an Ohio corporation ("Marathon"), USX CORPORATION, a Delaware corporation ("USX"), ASHLAND INC., a Kentucky corporation ("Ashland"), and MARATHON ASHLAND PETROLEUM LLC, a Delaware limited liability company (the "Company").

Liability for Affiliates. Except where and to the extent that a contrary intention otherwise appears, where a Member undertakes to cause its Affiliates to take or abstain from taking any action, such undertaking shall mean (i) in the case of any Affiliate that is controlled by such Member, that such Member shall cause such Affiliate to take or abstain from taking such action and (ii) in the case of an Affiliate that controls or is under common control with such Member, that such Member shall use its commercially reasonable best efforts to cause such Affiliates to take or abstain from taking such action; provided, however, that such Member shall not be required to violate, or cause any director of such Affiliate to violate, any fiduciary duty to minority shareholders of such Affiliate.

Liability for Affiliates. Except where and to the ------------------------- extent that a contrary intention otherwise appears, where any party hereto undertakes to cause its Affiliates to take or abstain from taking any action, such 116 undertaking shall mean (i) in the case of an Affiliate that is controlled by such party, that such party shall cause such Affiliate to take or abstain from taking such action and (ii) in the case of an Affiliate that controls or is under common control with such party, that such party shall use its commercially reasonable best efforts to cause such Affiliates to take or abstain from taking such action; provided, however, that such party shall not be required to -------- ------- violate, or cause any director of an Affiliate to violate, any fiduciary duty to minority shareholders of such Affiliate.

Liability for Affiliates. Licensee shall be vicariously responsible for the obligations and undertakings herein to be observed or performed by Affiliates. Any act or omission by an Affiliate that would, if it had been an act or omission by Licensee, constitute a breach of this Agreement shall be deemed a breach of this Agreement by Licensee.