Representations of TRMC. TRMC hereby represents and warrants to the General Partner, the Partnership and the Operating Company as follows: (a) As of the Effective Time: (i.) the Assets and the Secondary Assets are in good working condition, suitable for the purposes for which they are being used in accordance with accepted industry standards and all applicable laws and regulations. (ii.) TRMC has title to the Assets that is sufficient to operate the Assets in accordance with their intended and historical use, subject to all recorded matters and all physical conditions in existence as of the Effective Time. (iii.) to TRMC's knowledge, after reasonable investigation, there are no terms in any agreements included in the Assets that would materially impair the rights granted to the Partnership Group pursuant to the transactions contemplated by this Agreement. (b) As of the Secondary Effective Time: (i.) TRMC has title to the Secondary Assets that is sufficient to operate the Secondary Assets in accordance with their intended and historical use, subject to all recorded matters and all physical conditions in existence as of the Effective Time. (ii.) to TRMC's knowledge, after reasonable investigation, there are no terms in any agreements included in the Secondary Assets that would materially impair the rights granted to the Partnership Group pursuant to the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Tesoro Logistics Lp), Contribution, Conveyance and Assumption Agreement (Tesoro Corp /New/)
Representations of TRMC. TRMC hereby represents and warrants to the General Partner, the Partnership and the Operating Company as follows:
(a) As of the Effective TimeExecution Date:
(i.i) the Assets and the Secondary Assets are in good working condition, suitable for the purposes for which they are being used in accordance with accepted industry standards and all applicable laws and regulations. ;
(ii.) TRMC has title to the Assets that is sufficient to operate the Assets in accordance with their intended and historical use, subject to all recorded matters and all physical conditions in existence as of the applicable Effective Time.; and
(iii.) to TRMC's ’s knowledge, after reasonable investigation, there are no terms in any agreements included in the Assets that would materially impair the rights granted to the Partnership Group pursuant to the transactions contemplated by this Agreement.
(b) As of the Secondary applicable Effective Time:
(i.i) TRMC has title to the Secondary Assets that is sufficient to operate the Secondary Assets in accordance with their intended and historical use, subject to all recorded matters and all physical conditions in existence as of the that Effective Time.
(ii.) to TRMC's ’s knowledge, after reasonable investigation, there are no terms in any agreements included in the Secondary Assets that would materially impair the rights granted to the Partnership Group pursuant to the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Tesoro Logistics Lp), Contribution, Conveyance and Assumption Agreement (Tesoro Corp /New/)