Common use of Organization; Ownership; Preemptive Rights Clause in Contracts

Organization; Ownership; Preemptive Rights. (a) Each of Shamrock and VTDC is a corporation duly incorporated and validly existing, under the Applicable Laws of the State of Delaware. Each of Shamrock and VTDC has full corporate power and authority to carry on its business and to own and use the Systems (other than the Wynnewood Products System) owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to such entity or the Systems owned directly, or indirectly, by such entity. (b) VPC is a limited liability company duly formed and validly existing, under the Applicable Laws of the State of Texas. VPC has full limited liability company power and authority to carry on its business and to own and use the portions of the XxXxx Crude System owned and used by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to VPC or the XxXxx Crude System. (c) Valero Wynnewood is a limited liability company duly formed and validly existing, under the Applicable Laws of the State of Delaware. Valero Wynnewood has full limited liability company power and authority to carry on its business and to own and use the Wynnewood Products System and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to Valero Wynnewood or the Wynnewood Products System. Valero Wynnewood does not own or hold an ownership interest in any other entities. The Sellers have heretofore delivered to the Buyers true, complete and correct copies of the certificate of formation and limited liability company agreement of Valero Wynnewood, and no breach or violation thereof has occurred and is continuing. (d) The Wynnewood Interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Valero Wynnewood, and are fully paid (to the extent required under the limited liability company of Valero Wynnewood) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). VTDC owns the Wynnewood Interests free and clear of all Encumbrances, other than transfer restrictions under applicable federal and state securities laws. There is no other membership or equity interest (or any interest convertible into or exchangeable or exercisable for any membership or equity interest) in Valero Wynnewood that is outstanding. (e) No Person (other than the Partnership and its subsidiaries) has any statutory or contractual preemptive or other right of any kind (including any right of first offer or refusal) to acquire any securities of Valero Wynnewood.

Organization; Ownership; Preemptive Rights. (a) Each of Shamrock and VTDC is a corporation duly incorporated and validly existing, under the Applicable Laws of the State of Delaware. Each of Shamrock and VTDC has full corporate power and authority to carry on its business and to own and use the Systems (other than the Wynnewood Products System) assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to such entity VTDC, the Business or the Systems owned directlySubject Entities, or indirectly, by such entitytaken as a whole. (b) VPC Valero Meraux is a limited liability company duly formed and validly existing, existing under the Applicable Laws of the State of TexasDelaware. VPC Valero Meraux has full limited liability company power and authority to carry on its business and to own and use the portions of the XxXxx Crude System assets owned and used or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to VPC the Business or the XxXxx Crude SystemSubject Entities, taken as a whole. Valero Meraux does not own or hold an ownership interest in any other entities. VTDC has heretofore delivered to the Partnership true, complete and correct copies of the certificate of formation and limited liability company agreement of Valero Meraux, and no breach or violation thereof has occurred and is continuing. (c) Valero Wynnewood Three Rivers is a limited liability company duly formed and validly existing, existing under the Applicable Laws of the State of Delaware. Valero Wynnewood Three Rivers has full limited liability company power and authority to carry on its business and to own and use the Wynnewood Products System assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to Valero Wynnewood the Business or the Wynnewood Products SystemSubject Entities, taken as a whole. Valero Wynnewood Three Rivers does not own or hold an ownership interest in any other entities. The Sellers have VTDC has heretofore delivered to the Buyers Partnership true, complete and correct copies of the certificate of formation and limited liability company agreement of Valero WynnewoodThree Rivers, and no breach or violation thereof has occurred and is continuing. (d) The Wynnewood Meraux Interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Valero WynnewoodMeraux, and are fully paid (to the extent required under the limited liability company agreement of Valero WynnewoodMeraux) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). VTDC owns the Wynnewood Meraux Interests free and clear of all Encumbrances, other than transfer restrictions under applicable federal and state securities laws. There is no other membership or equity interest (or any interest convertible into or exchangeable or exercisable for any membership or equity interest) in Valero Wynnewood Meraux that is outstanding. (e) The Three Rivers Interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Valero Three Rivers, and are fully paid (to the extent required under the limited liability company agreement of Valero Three Rivers) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). VTDC owns the Three Rivers Interests free and clear of all Encumbrances, other than transfer restrictions under applicable federal and state securities laws. There is no other membership or equity interest (or any interest convertible into or exchangeable or exercisable for any membership or equity interest) in Valero Three Rivers that is outstanding. (f) No Person (other than the Partnership and its subsidiaries) has any statutory or contractual preemptive or other right of any kind (including any right of first offer or refusal) to acquire any securities of Valero Wynnewoodthe Subject Entities.