Common use of Organization and Good Standing of the Company and its Subsidiaries Clause in Contracts

Organization and Good Standing of the Company and its Subsidiaries. Each of the Company and its Subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization and has power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and its Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the financial condition, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business of the Company and its Subsidiaries, considered as one entity (a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable (except as such non-assessability may be affected by Section 6.02 of the Texas Revised Limited Partnership Act or Section 18-607 of the Delaware Limited Liability Company Act) and, after giving effect to the Reorganization, are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries listed in Exhibit 21 to the Registration Statement.

Organization and Good Standing of the Company and its Subsidiaries. Each of the Company and its Subsidiaries subsidiaries has been duly organized incorporated or organized, as applicable, and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under each of this Agreement, each Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, each Security Agreement and each Indenture. Each of the Company and its Subsidiaries each subsidiary is duly qualified as a foreign corporation or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the financial condition, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business of the Company and its Subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or equity interests of each Subsidiary have subsidiary that is a corporation has been duly authorized and validly issued, are is fully paid and nonassessable (except as such non-assessability may be affected and is owned by Section 6.02 the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. All of the Texas Revised Limited Partnership Act or Section 18-607 membership interests of the Delaware Limited Liability Company Act) and, after giving effect to the Reorganization, each subsidiary that is a limited liability company have been duly authorized and validly issued and are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries subsidiaries listed in Exhibit 21 to the Registration StatementB hereto.

Organization and Good Standing of the Company and its Subsidiaries. Each of the Company and its Subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization and has power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. , the Indenture and the Debentures and consummate the transactions contemplated hereby, thereby and by the Disclosure Package and by the Prospectus .. Each of the Company and its Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the financial condition, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business of the Company and its Subsidiaries, considered as one entity (a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable (except as such non-assessability may be affected by Section 6.02 of the Texas Revised Limited Partnership Act or Section 18-607 of the Delaware Limited Liability Company Act) and, after giving effect to the Reorganization, and are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. claim except for liens under the Transaction Documents and the federal tax lien on property currently held by Giant Industries Inc. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries listed in Exhibit 21 to the Registration StatementCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Organization and Good Standing of the Company and its Subsidiaries. Each of the Company and its Subsidiaries subsidiaries has been duly organized incorporated or organized, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing or equivalent foreign status under the laws of the jurisdiction of its incorporation or organization and has power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Registration Statement, Pricing Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this AgreementProspectus. Each of the Company and its Subsidiaries each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing or equivalent status would not, individually or in the aggregate, result have a Material Adverse Effect. The subsidiaries listed in a material adverse effect, on Schedule 2 to this Agreement (the financial condition, or on “Significant Subsidiaries”) are the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business only significant subsidiaries of the Company and its Subsidiaries, considered as one entity (a “Material Adverse Effect”). within the meaning of Rule 1-02(w) of Regulation S-X. All of the issued and outstanding shares of capital stock or equity stock, membership interests and partnership interests of each Subsidiary have subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable (except as such non-assessability may be affected by Section 6.02 of the Texas Revised Limited Partnership Act or Section 18-607 of the Delaware Limited Liability Company Actsubject to applicable Wisconsin law with respect to nonassessability) and, after giving effect to the Reorganization, are and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own , except for any of the foregoing securing the Company’s Second Amended and Restated Credit Agreement, dated as of November 10, 2008, as amended (as further amended or controlmodified, directly or indirectlythe “Credit Agreement”), as described in the Pricing Disclosure Package and the Prospectus and (ii) in the case of any corporationforeign subsidiary, association or other entity other than the Subsidiaries listed in Exhibit 21 for directors’ qualifying shares; provided that with respect to any non wholly-owned subsidiary such representation as to valid issuance, fully paid and nonassessable shall be to the Registration Statementbest knowledge of the Company.

Organization and Good Standing of the Company and its Subsidiaries. Each of the Company and its Subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization and has power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and its Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the financial condition, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business of the Company and its Subsidiaries, considered as one entity (a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable (except as such non-assessability may be affected by Section 6.02 of the Texas Revised Limited Partnership Act or Section 18-607 of the Delaware Limited Liability Company Act) and, after giving effect to the Reorganization, and are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. claim except for liens under the Transaction Documents and the federal tax lien on property currently held by Giant Industries, Inc. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries listed in Exhibit 21 to the Registration StatementCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Organization and Good Standing of the Company and its Subsidiaries. Each of the Company and its Subsidiaries subsidiaries has been duly organized incorporated or organized, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture. Each of the Company and its Subsidiaries each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the financial condition, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business of the Company and its Subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or equity stock, membership interests and partnership interests of each Subsidiary have subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable (except as such non-assessability may be affected by Section 6.02 of the Texas Revised Limited Partnership Act or Section 18-607 of the Delaware Limited Liability Company Actsubject to applicable Wisconsin law with respect to nonassessability) and, after giving effect to the Reorganization, are and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own , except for any of the foregoing securing the Company’s Amended and Restated Credit Agreement, dated as of February 23, 2011 (as amended or controlmodified, directly or indirectlythe “Credit Agreement”), as described in the Offering Memorandum; provided that with respect to any corporationnon wholly-owned subsidiary such representation as to valid issuance, association or other entity other than the Subsidiaries listed in Exhibit 21 fully paid and nonassessable shall be to the Registration Statementbest knowledge of the Company and the Guarantors.