Common use of Tanks Under Construction Clause in Contracts

Tanks Under Construction. Tank 108 at the Cheyenne Refinery and Tanks 640 and 641 at the El Dorado Refinery (the “Under Construction Tanks”) are under construction and, as of the date of this Agreement, such construction is incomplete. The Under Construction Tanks are owned by a Seller and have not been transferred to either Cheyenne Logistics or El Dorado Logistics prior to or contemporaneously with the Closing. Following the Closing, each Seller agrees that it shall complete the construction of the Under Construction Tanks that are located at the Refinery it owns in an expeditious and diligent manner and at the applicable Seller’s sole cost and expense. Upon completion of the construction of each Under Construction Tank, the Seller that owns such tank shall convey title to it to either Cheyenne Logistics (for Tank 108) or El Dorado Logistics (for Tanks 640 and 641). Prior to the conveyance of a tank as described in the prior sentence, risk of loss for the Under Construction Tanks shall remain with the Seller that owns such tank, and any loss, destruction or damage to the tank shall not relieve such Seller of the obligation to diligently construct and convey such tank as described herein. Notwithstanding the foregoing, no Seller shall be entitled to any consideration for conveyance of the Under Construction Tanks other than the consideration received under Section 2.2 of this Agreement, and conveyance of the Under Construction Tanks shall not affect Sellers’ obligations under the Throughput Agreements. Following the conveyance of the Under Construction Tanks, the term “Cheyenne Assets” shall be deemed to include Tank 108 and the term “El Dorado Assets” shall be deemed to include Tanks 640 and 641, for all purposes, including (i) breaches of representations and warranties hereunder and any indemnification to which a Buyer is entitled as a result thereof, and (ii) any Ancillary Documents containing provisions or defined terms that refer to or derive their meaning from the definition of “Assets,” “Cheyenne Assets” or “El Dorado Assets” under this Agreement.

Tanks Under Construction. Tank 108 Tanks 2, 9, 15, 18 and 154 at the Cheyenne Refinery and Tanks 640 and 641 at the El Dorado Tyler Refinery (the “Under Construction Tanks”) are under construction and, as of the date of this Agreement, such construction is incomplete. The Under Construction Tanks are owned by a the Seller and have not been transferred to either Cheyenne Logistics or El Dorado Logistics the Buyer prior to or contemporaneously with the Closing. Following the Closing, each the Seller agrees that it shall complete the construction of the Under Construction Tanks that are located at the Refinery it owns in an expeditious and diligent manner and at the applicable Seller’s sole cost and expense, and the Buyer shall be entitled to participate in all stages of planning, scheduling, implementing and oversight of the construction. Upon completion of the construction of each Under Construction Tank, the Seller that owns shall take such tank shall further actions and execute such further documents as may be necessary or reasonably requested by the Buyer to convey title to it it, free and clear of all Encumbrances, other than Permitted Encumbrances, to either Cheyenne Logistics (for Tank 108) or El Dorado Logistics (for Tanks 640 and 641)the Buyer. Prior to the conveyance of a tank an Under Construction Tank as described in the prior sentence, risk of loss for the Under Construction Tanks Tank shall remain with the Seller that owns such tankSeller, and any loss, destruction or damage to the such tank shall not relieve such the Seller of the obligation to diligently construct and convey such tank as described herein. Notwithstanding the foregoing, no the Seller shall not be entitled to any consideration for conveyance of the Under Construction Tanks other than the consideration received under Section 2.2 of this Agreement2.5, and conveyance of the Under Construction Tanks shall not affect Sellers’ the Seller’s obligations under the Throughput Agreementsand Tankage Agreement. Following the conveyance of the each Under Construction TanksTank, the term terms “Cheyenne Transferred Assets” and “Tankage” shall be deemed to include Tank 108 and the term “El Dorado Assets” shall be deemed to include Tanks 640 and 641such Tank, as applicable, for all purposes, including (i) breaches of representations and warranties hereunder and any indemnification to which a the Buyer is entitled as HOU02:1274360 16 a result thereof, and (ii) any Ancillary Documents containing provisions or defined terms that refer to or derive their meaning from the definition of “Assets,” “Cheyenne Assets” or “El Dorado Transferred Assets” under this Agreement.

Tanks Under Construction. Tank 108 at the Cheyenne Refinery Tanks T051, T119, T198, T240 and Tanks 640 and 641 T244 at the El Dorado Refinery (such storage tanks, together with all spheres, bullets, valves, pumps, meters, recorders, fittings, improvements and other equipment related thereto, the “Under Construction Tanks”) are under construction and, as of the date of this Agreement, such construction is incomplete. The Under Construction Tanks are owned by a the Seller and have not been transferred to either Cheyenne Logistics or El Dorado Logistics the Buyer prior to or contemporaneously with the Closing. Following the Closing, each the Seller agrees that it shall complete the construction of the Under Construction Tanks that are located at the Refinery it owns in an expeditious and diligent manner and at the applicable Seller’s sole cost and expense, and the Buyer shall be entitled to participate in all stages of planning, scheduling, implementing and oversight of the construction. Upon completion of the construction of each any Under Construction Tank, the Seller that owns shall take such tank shall further actions and execute such further documents as may be necessary or reasonably requested by the Buyer to convey title to it it, free and clear of all Encumbrances, other than Permitted Encumbrances, to either Cheyenne Logistics (for Tank 108) or El Dorado Logistics (for Tanks 640 and 641)the Buyer. Prior to the conveyance of a tank any Under Construction Tank as described in the prior sentence, risk of loss for the such Under Construction Tanks Tank shall remain with the Seller that owns such tankSeller, and any loss, destruction or damage to the such tank shall not relieve such the Seller of the obligation to diligently construct and convey such tank as described herein. Notwithstanding the foregoing, no the Seller shall not be entitled to any consideration for conveyance of the any Under Construction Tanks Tank other than the consideration received under Section 2.2 of this Agreement2.5, and conveyance of the Under Construction Tanks shall not affect Sellers’ the Seller’s obligations under the Throughput Agreementsand Tankage Agreement. Following the conveyance of the each Under Construction TanksTank, the term terms “Cheyenne Transferred Assets” and “Tankage” shall be deemed to include Tank 108 and the term “El Dorado Assets” shall be deemed to include Tanks 640 and 641such Tank, as applicable, for all purposes, including (i) breaches of representations and warranties hereunder and any indemnification to which a the Buyer is entitled as a result thereof, and (ii) any Ancillary 16 Documents containing provisions or defined terms that refer to or derive their meaning from the definition of “Assets,” “Cheyenne Assets” or “El Dorado Transferred Assets” under this Agreement.

Tanks Under Construction. Tank 108 at the Cheyenne Refinery Tanks T051, T119, T198, T240 and Tanks 640 and 641 T244 at the El Dorado Refinery (such storage tanks, together with all spheres, bullets, valves, pumps, meters, recorders, fittings, improvements and other equipment related thereto, the “Under Construction Tanks”) are under construction and, as of the date of this Agreement, such construction is incomplete. The Under Construction Tanks are owned by a the Seller and have not been transferred to either Cheyenne Logistics or El Dorado Logistics the Buyer prior to or contemporaneously with the Closing. Following the Closing, each the Seller agrees that it shall complete the construction of the Under Construction Tanks that are located at the Refinery it owns in an expeditious and diligent manner and at the applicable Seller’s sole cost and expense, and the Buyer shall be entitled to participate in all stages of planning, scheduling, implementing and oversight of the construction. Upon completion of the construction of each any Under Construction Tank, the Seller that owns shall take such tank shall further actions and execute such further documents as may be necessary or reasonably requested by the Buyer to convey title to it it, free and clear of all Encumbrances, other than Permitted Encumbrances, to either Cheyenne Logistics (for Tank 108) or El Dorado Logistics (for Tanks 640 and 641)the Buyer. Prior to the conveyance of a tank any Under Construction Tank as described in the prior sentence, risk of loss for the such Under Construction Tanks Tank shall remain with the Seller that owns such tankSeller, and any loss, destruction or damage to the such tank shall not relieve such the Seller of the obligation to diligently construct and convey such tank as described herein. Notwithstanding the foregoing, no the Seller shall not be entitled to any consideration for conveyance of the any Under Construction Tanks Tank other than the consideration received under Section 2.2 of this Agreement2.5, and conveyance of the Under Construction Tanks shall not affect Sellers’ the Seller’s obligations under the Throughput Agreementsand Tankage Agreement. Following the conveyance of the each Under Construction TanksTank, the term terms “Cheyenne Transferred Assets” and “Tankage” shall be deemed to include Tank 108 and the term “El Dorado Assets” shall be deemed to include Tanks 640 and 641such Tank, as applicable, for all purposes, including (i) breaches of representations and warranties hereunder and any indemnification to which a the Buyer is entitled as a result thereof, and (ii) any Ancillary Documents containing provisions or defined terms that refer to or derive their meaning from the definition of “Assets,” “Cheyenne Assets” or “El Dorado Transferred Assets” under this Agreement.