Common use of Ownership of General Partner Clause in Contracts

Ownership of General Partner. Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), owns all of the issued and outstanding membership interests of the General Partner; all of such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (as the same may be amended or restated at or prior to the Closing Time, the “GP LLC Agreement”), and are fully paid (to the extent required by the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and with the exception of restrictions on transferability in the GP LLC Agreement or as described in the Registration Statement, the General Disclosure Package and the Prospectus, WRSW owns such membership interests free and clear of all liens, encumbrances, security interests, charges or other claims (“Liens”).

Ownership of General Partner. Western Refining SouthwestWRSW owns, Inc.and at the Closing Time and each Date of Delivery, an Arizona corporation (“WRSW”)will own, owns all of the issued and outstanding membership interests of the General Partner; all of such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (as the same may be amended or restated at or prior to the Closing Time, the “GP LLC Agreement”), and are fully paid (to the extent required by the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and with the exception of restrictions on transferability in the GP LLC Agreement or as described in the Registration Statement, the General Disclosure Package and the Prospectus, WRSW owns such membership interests free and clear of all liens, encumbrances, security interests, charges or other claims (“Liens”).

Ownership of General Partner. Western Refining SouthwestWorld Point owns, Inc.and on the Closing Time and each Date of Delivery, an Arizona corporation (“WRSW”)will own, owns all of the issued and outstanding membership interests of the General Partner; all of such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (as the same may be amended or restated at or prior to the Closing Time, the “GP LLC Agreement”), and are fully paid (to the extent required by the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and with the exception of restrictions on transferability in the GP LLC Agreement or as described in the Registration Statement, the General Disclosure Package and the Prospectus, WRSW World Point owns the such membership interests free and clear of all liens, encumbrances, security interests, charges or other claims (“Liens”).

Ownership of General Partner. Western Refining SouthwestAt the Closing Time and each Date of Delivery, Inc., an Arizona corporation (“WRSW”), owns Delek Services will own all of the issued and outstanding membership interests of the General Partner; all of such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (as the same may be amended or restated at or prior to the Closing Time, the “GP LLC Agreement”), and are fully paid (to the extent required by the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and with the exception of restrictions on transferability in the GP LLC Agreement or as described in the Registration Statement, the General Disclosure Package and the Prospectus, WRSW owns Delek Services will own such membership interests free and clear of all liens, encumbrances, security interests, charges or other claims (“Liens”).