SUMF Assets Sample Clauses

SUMF Assets. Subject to Article 8, Frontier Cheyenne shall be responsible for operating and maintaining the SUMF Assets, at its sole cost and expense, in accordance with Standard Operating Practice. Except for any capital improvement project proposed by Cheyenne Logistics under Article 6 or undertaken by Cheyenne Logistics under Article 5, Frontier Cheyenne shall be responsible for all costs and expenses of any capital improvements to, or acquisitions of additional, SUMF Assets.
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SUMF Assets. Subject to Article 8, Frontier El Dorado shall be responsible for operating and maintaining the SUMF Assets, at its sole cost and expense, in accordance with Standard Operating Practice. Except for any capital improvement project proposed by El Dorado Logistics under Article 6 or undertaken by El Dorado Logistics under Article 5, Frontier El Dorado shall be responsible for all costs and expenses of any capital improvements to, or acquisitions of additional, SUMF Assets.
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SUMF Assets. Subject to Article 8, Lion shall be responsible for operating and maintaining the SUMF Assets, at its sole cost and expense, in accordance with Standard Operating Practice. Except for any capital improvement project proposed by Delek Logistics under Article 6 or undertaken by Delek Logistics under Article 5, Lion shall be responsible for all costs and expenses of any capital improvements to, or acquisitions of additional, SUMF Assets. In the event Lion fails to promptly make or commence and diligently prosecute any repairs or replacements or maintenance required to be made by Lion to any SUMF Assets under this Agreement, Delek Logistics at its option, after Lion’s failure to cure such default on or before 10 days after notice to Lion, may make the repairs or replacements and perform the maintenance for and on behalf of Lion, and may offset the cost thereof against the Annual Service Fee coming due. Notwithstanding the foregoing, if an emergency exists, Delek Logistics may take reasonable steps to protect its property, and make the repairs and replacements and perform the maintenance for and on behalf of Lion without notice to Lion.
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SUMF Assets. Subject to Article 8, Delek Refining shall be responsible for operating and maintaining the SUMF Assets, at its sole cost and expense, in accordance with Standard Operating Practice. Except for any capital improvement project proposed by Delek Marketing under Article 6 or undertaken by Delek Marketing under Article 5, Delek Refining shall be responsible for all costs and expenses of any capital improvements to, or acquisitions of additional, SUMF Assets. In the event Delek Refining fails to promptly make or commence and diligently prosecute any repairs or replacements or maintenance required to be made by Delek Refining to any SUMF Assets under this Agreement, Delek Marketing at its option, after Delek Refining’s failure to cure such default on or before 10 days after notice to Delek Refining, may make the repairs or replacements and perform the maintenance for and on behalf of Delek Refining, and may offset the cost thereof against the Annual Service Fee coming due. Notwithstanding the foregoing, if an emergency exists, Delek Marketing may take reasonable steps to protect its property, and make the repairs and replacements and perform the maintenance for and on behalf of Delek Refining without notice to Delek Refining.
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SUMF Assets. Subject to Article 8, Lion shall be responsible for operating and maintaining the SUMF Assets, at its sole cost and expense, in accordance with Standard Operating Practice. Except for any capital improvement project proposed by Delek Logistics under Article 6 or undertaken by Delek Logistics under Article 5, Lion shall be responsible for all costs and expenses of any capital improvements to, or acquisitions of additional, SUMF Assets. In the event Lion fails to promptly make or commence and diligently prosecute any repairs or replacements or maintenance required to be made by Lion to any SUMF Assets under this Agreement, Delek Logistics at its 9 option, after Lion’s failure to cure such default on or before 10 days after notice to Lion, may make the repairs or replacements and perform the maintenance for and on behalf of Lion, and may offset the cost thereof against the Annual Service Fee coming due; provided, however, that if Delek Logistics reasonably believes in good faith that such SUMF Asset cannot be repaired or replaced on commercially reasonable terms, Delek Logistics will be entitled to liquidated damages from Lion in an amount equal to any reductions in the Minimum Quarterly Throughput Payment (as defined in the Rail Offloading Agreement) pursuant to Section 9(b) of the Rail Offloading Agreement caused by the failure to repair or replace such SUMF Asset. Notwithstanding the foregoing, if an emergency exists, Delek Logistics may take reasonable steps to protect its property, and make the repairs and replacements and perform the maintenance for and on behalf of Lion without notice to Lion.
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SUMF Assets. Subject to Article 8, Delek Refining shall be responsible for operating and maintaining the SUMF Assets, at its sole cost and expense, in accordance with Standard Operating Practice. Except for any capital improvement project proposed by Delek Marketing under Article 6 or undertaken by Delek Marketing under Article 5, Delek Refining shall be responsible for all costs and expenses of any capital improvements to, or acquisitions of additional, SUMF Assets. In the event Delek Refining fails to promptly make or commence and diligently prosecute any repairs or replacements or maintenance required to be made by Delek Refining to any SUMF Assets under this Agreement, Delek Marketing at its option, after Delek Refining’s failure to cure such default on or before 10 days after notice to Delek Refining, may make the repairs or replacements and perform the maintenance for and on behalf of Delek Refining, and may offset the cost thereof against the Annual Service Fee coming due; provided, however, that if Delek Marketing reasonably believes in good faith that such SUMF Asset cannot be repaired or replaced on commercially reasonable terms, Delek Marketing will be entitled to liquidated damages from Delek Refining in an amount equal to any reduction in the Storage Fee in the Tankage (as defined in the Tankage Agreement) pursuant to Section 8(c) of the Tankage Agreement caused by the failure to repair or replace such SUMF Asset. Notwithstanding the foregoing, if an emergency exists, Delek Marketing may take reasonable steps to protect its property, and make the repairs and replacements and perform the maintenance for and on behalf of Delek Refining without notice to Delek Refining.
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Related to SUMF Assets

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Disposition of Assets No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

  • Sales, Etc. of Assets Sell, lease, transfer or otherwise dispose of, or cause or permit any Subsidiary of the Borrower to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except (i) sales in the ordinary course of its business, (ii) dispositions of assets required to be sold to comply with Applicable Laws, (iii) dispositions of short-term, readily marketable investments purchased for cash management purposes with funds not representing the proceeds of other asset sales, (iv) sales, leases, transfers or dispositions of assets to any Person that is not a wholly-owned Subsidiary of the Borrower that in the aggregate during any 12-month period do not exceed 10% of the Consolidated Assets of the Borrower and its Subsidiaries, whether in one transaction or a series of transactions, provided that any such sales, leases, transfers or dispositions will be disregarded for purposes of such 10% limitation (and, for the avoidance of doubt, be deemed to be permitted hereunder) if the net proceeds thereof, within 18 months of such sale, lease, transfer or disposition, as applicable, are (A) used to retire Debt of the Borrower and its Subsidiaries (other than Debt that is subordinated to the Debt hereunder) or (B) invested in assets in similar or related lines of business (including geographic extensions thereof) of the Borrower and its Subsidiaries as of the Closing Date, (v) sales, leases, transfers and dispositions made to the Borrower or a wholly-owned Subsidiary of the Borrower and (vi) a disposition by the Borrower of all or substantially all of its assets to any Person so long as the requirements set forth in Section 5.02(b) are satisfied as if such disposition were a merger or consolidation in which the Borrower is not the surviving entity.

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

  • Dispositions of Assets or Subsidiaries Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including without limitation any sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests) (collectively, any such transaction, a “Disposition”), except: (i) Dispositions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (v) the issuance of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or (ii) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transaction, so long as the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8.

  • Contribution of Assets Subject to and upon the terms and conditions contained herein, on the Closing Date, Dentist shall convey, transfer, deliver and assign to Pentegra or any affiliate of Pentegra designated by Pentegra all of Dentist's right, title and interest in and to those certain assets described on EXHIBIT 1.1 attached hereto (individually, "Asset", and collectively "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances, except as specifically assumed, or taken subject to, by Pentegra pursuant to SECTION 1.3(b) hereof.

  • Distribution of Assets In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase: 1. The name of the issuer and description of the Assets; 2. The number of shares or the principal amount purchased, and accrued interest, if any; 3. The trade date; 4. The settlement date; 5. The purchase price per unit and the brokerage commission, taxes and other expenses payable in connection with the purchase; 6. The total amount payable by the Portfolio upon such purchase; 7. The name of the person from whom or the broker or dealer through whom the purchase was made; and 8. The name of the Portfolio with respect to which such purchase was made. In accordance with such Instructions, Custodian will pay for out of monies held for the Account of the applicable Portfolio, but only insofar as monies are available therein for such purpose, and receive the Assets so purchased by or for the Account of the applicable Portfolio. Such payment will be made only upon receipt by Custodian of the Assets so purchased in form for transfer satisfactory to Custodian.

  • Custody of Assets Sub-Adviser shall at no time have the right to physically possess the assets of the Funds or have the assets registered in its own name or the name of its nominee, nor shall Sub-Adviser in any manner acquire or become possessed of any income, whether in kind or cash, or proceeds, whether in kind or cash, distributable by reason of selling, holding or controlling such assets of the Funds. In accordance with the preceding sentence, Sub-Adviser shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping of the assets of the Funds. All such duties of collection, physical acquisition and safekeeping shall be the sole obligation of the custodian.

  • Liquidation of Assets (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2. (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

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