Representation of the Partnership. The Partnership hereby represents and warrants to the General Partner and Tesoro that the Common Units and the General Partner Units of the Partnership issued to the General Partner pursuant to Section 2.2(b) have been duly authorized 80950117 for issuance and sale to the General Partner and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware Limited Partnership Act).
Appears in 5 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Tesoro Logistics Lp), Contribution, Conveyance and Assumption Agreement (Tesoro Corp /New/), Contribution, Conveyance and Assumption Agreement (Tesoro Corp /New/)
Representation of the Partnership. The Partnership hereby represents and warrants to the General Partner and Tesoro as of the Execution Date that the Common Units and the General Partner Units general partner units of the Partnership issued to the General Partner pursuant to Section 2.2(b2.2(a) have been duly authorized 80950117 for issuance and sale to the General Partner and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware Limited Partnership Act).
Appears in 4 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Tesoro Logistics Lp), Contribution, Conveyance and Assumption Agreement (Tesoro Corp /New/), Contribution, Conveyance and Assumption Agreement (Tesoro Logistics Lp)
Representation of the Partnership. The Partnership hereby represents and warrants to the General Partner and Tesoro as of the Effective Time that the Common Units and the General Partner Units general partner units of the Partnership issued to the General Partner pursuant to Section 2.2(b2.2(a) have been duly authorized 80950117 for issuance and sale to the General Partner and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and \35629849.15 nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware Limited Partnership Act).
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Tesoro Corp /New/), Contribution, Conveyance and Assumption Agreement (Tesoro Logistics Lp)
Representation of the Partnership. The Partnership hereby represents and warrants to the General Partner and Tesoro Andeavor that the Common Units and the General Partner Units of the Partnership issued to the General Partner pursuant to Section 2.2(b) have been duly authorized 80950117 for issuance and sale to the General Partner and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware Limited Partnership Act).
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Andeavor Logistics Lp)