Common use of Representation of the Partnership Clause in Contracts

Representation of the Partnership. The Partnership hereby represents and warrants to the General Partner and Tesoro that, as of the Execution Date, the First Closing Date and the Second Closing Date, the Common Units and the General Partner Units of the Partnership issued to the General Partner pursuant to Sections 2.2 and 2.5 have been duly authorized 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).

Representation of the Partnership. The Partnership hereby represents and warrants to the General Partner and Tesoro that, as of the Execution Date, Date and the First Closing Date and the Second Closing Date, that the Common Units and the General Partner Units of the Partnership issued to the General Partner pursuant to Sections 2.2 and 2.5 Section 2.3(b) have been duly authorized 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).