Common use of Terminals Clause in Contracts

Terminals. On the terms and subject to the conditions of this Agreement and for the consideration stated in this Agreement, at the Closing, Buyer shall purchase and receive from Seller, and Seller shall sell, convey and deliver to Buyer, free and clear of any and all liens, pledges and encumbrances except for Permitted Title Exceptions, all of Seller's right, title and interest in and to the following, which taken together constitutes the "Terminals". (a) The real property described in Exhibits A-1 and A-2 (collectively, the "Real Property") and located in Inwood, New York and Glenwood Landing, New York, respectively; (b) The improvements located on the Real Property, including, but not limited to, above-ground and underground piping, buildings, underground and above-ground storage tanks, generic additive system, fixtures, facilities and appurtenances, and any of Seller's equipment at the Real Property that Buyer will require to conduct Remediation Activities after Closing, including but not limited to monitoring xxxxx, but excluding the Improvements and Personal Property described in Section 2.2 and Exhibit C-1 and C-2 and Exhibit G (collectively, the "Improvements"); (c) All transferable appurtenances, rights, privileges, easements, and licenses benefiting or pertaining to the Real Property; (d) All supplies, spare parts, tools, drawings, plats, files, equipment, furniture, the vehicles described in Exhibits CA-1 and CA-2 (the "Vehicles") and other property used solely in connection with the Terminals, including any of equipment that Seller has used to conduct Remediation Activities at the Terminals before Closing, including but not limited to monitoring xxxxx, but not including those items listed on Exhibit C-1 and C-2 and Exhibit G (collectively, the "Personal Property"); (e) The historical books and records relating to the Terminal's operations that are specified in Exhibit D-1 and D-2 (the "Books and Records"), including, but not limited to, manuals, and any documents listed in these exhibits that are stored or maintained in electronic storage format, such as computer disks or tapes; (f) All Material Contracts and all Non-Material or Revenue Generating Contracts (and all of Seller's rights and obligations thereunder) (collectively, the "Contracts") to the extent such contracts are assignable, to the extent assigned and assumed under the Assignment and Assumption of Permits and Contracts to be executed by the Parties at Closing (the form of which is attached as Exhibit N); and (g) The Environmental Permits and all other permits, licenses, registrations, certificates, consents, orders, notices, approvals or similar rights from any Government Authority that are necessary to the operation or ownership of the Terminals, as described on Exhibit F-1 and F-2 (the "Permits") and Exhibit R-1 and R-2 (the "Environmental Permits"), to the extent any of the above are assignable or transferable as indicated on Exhibit F-1 and F-2 and Exhibit R-1 and R-2; and (h) New York State Department of Environmental Compliance ("NYSDEC") Consent Order for the Glenwood Landing, NY and Inwood, NY Terminals described in more detail on Schedule 5.5.

Terminals. On the terms and subject to the conditions of this Agreement and for the consideration stated in this Agreement, at the Closing, Buyer shall purchase and receive from Seller, and Seller shall sell, convey and deliver to Buyer, free and clear of any and all liens (including, but not limited to, federal, state and local tax liens), pledges and other encumbrances except for Permitted Title Exceptions, all of Seller's right, title and interest in and to the followingfollowing with respect to each Facility, which taken together constitutes for each Facility shall constitute a "Terminal" and which taken together for all Facilities shall constitute the "Terminals:". (a) The real property with respect to each Facility described in Exhibits A-1 and A-2 Exhibit A (collectively, the "Real Property") and located in Inwood, New York and Glenwood Landing, New York, respectively); (b) The improvements located on the Real Property, including, but not limited to, above-ground and underground piping, buildings, underground and above-ground storage tanks, generic additive system, fixtures, facilities and appurtenances, and any of Seller's equipment at the Real Property that Buyer will require to conduct Remediation Activities after Closing, including but not limited to monitoring xxxxxwells, all as described on Exhibit B (the "Improvements"), but excluding the Improvements and Personal Property excludixx xxe improvements described in Section 2.2 and Exhibit C-1 in Exhibits C and C-2 and Exhibit G (collectively, the "Improvements")G; (c) All transferable appurtenances, rights, privileges, easements, and licenses benefiting or pertaining to the Real Property; (d) All supplies, spare parts, tools, drawings, plats, files, equipment, furniture, the vehicles described in Exhibits CA-1 and CA-2 (the "Vehicles") and other property used solely in connection with the Terminals, including any of the Facilities, including: (i) any of Seller's equipment that Seller has used to conduct Remediation Activities at the Terminals before Facilities prior to Closing, including but not limited to monitoring xxxxxwells, but not including and (ii) those items listed on Exhibit C-1 and C-2 and Exhibit G C (collectively, the "Personal PropertyPropertx"). Personal Property shall not include any equipment Seller has used at the Rochester Terminal to conduct Remediation Activities in connection with Environmental Conditions at the Rochester Terminal arising from Seller's operation of the service station owned by Seller and contiguous to the Rochester Terminal; (e) The historical books and records relating to the Terminaleach Facility's operations that are specified in Exhibit D-1 and D-2 D (the "Books and Records"), including, but not limited to, manuals, and any documents listed in these exhibits on Exhibit D that are stored or maintained in electronic storage format, such as computer disks or tapes; (f) All Material Contracts and all Non-Material or Revenue Generating Contracts (and all of Seller's rights and obligations thereunder) (collectively, the "Contracts") to the extent such contracts are assignable, to the extent assigned and assumed under the Assignment and Assumption of Permits and Contracts to be executed by the Parties at Closing (the form of which is attached as Exhibit N); and (g) The Environmental Permits and all other permits, licenses, registrations, certificates, consents, orders, notices, approvals or similar rights from any Government Authority that are necessary to the operation or ownership of the TerminalsTerminal, as described on Exhibit F-1 and F-2 F (the "Permits") and Exhibit R-1 and R-2 (the "Environmental Permits"), to the extent any of the above are assignable or transferable as indicated on Exhibit F-1 and F-2 and Exhibit R-1 and R-2; and (h) New York State Department of Environmental Compliance ("NYSDEC") Consent Order for the Glenwood Landing, NY and Inwood, NY Terminals described in more detail on Schedule 5.5.F.

Terminals. On the terms and subject to the conditions of this Agreement and for the consideration stated in this Agreement, at the Closing, Buyer shall purchase and receive from Seller, and Seller shall sell, convey and deliver to Buyer, free and clear of any and all liens, pledges and encumbrances except for Permitted Title Exceptions, all of Seller's ’s right, title and interest in and to the following, which taken together constitutes constitute the "“Terminals".”: (a) The real property legally described in Exhibits A-1 X-0, X-0, X-0 and A-2 A-4 (collectively, the "“Real Property"”) and located in InwoodCenter, New York Hearne (East), Waco and Glenwood LandingWaskom, New YorkTexas, respectively; (b) The improvements (the “Improvements”) located on the Real Property, including, but not limited to, above-ground and underground piping, buildings, underground and above-ground storage tanks, generic additive systemsystems, fixtures, facilities and appurtenances, and any of Seller's ’s equipment at the Real Property that Buyer will require to conduct Remediation Activities after Closing, including but not limited to monitoring xxxxx, but excluding the Improvements and Excluded Personal Property described in Section 2.2 2.2(g) and Exhibit C-1 Xxxxxxxx X-0, X-0, X-0, X-0 and C-2 and Exhibit G (collectively, the "Improvements")G; (c) All transferable appurtenances, rights, privileges, easements, licenses, and licenses all other transferable real property entitlements benefiting or pertaining to the Real Property; (d) All supplies, spare parts, tools, drawings, plats, files, equipment, furniture, the vehicles described in Exhibits CA-1 and CA-2 (the "Vehicles") and other property used solely in connection with the Terminals, including any of the equipment that Seller has used to conduct Remediation Activities at the Terminals before Closing, including but not limited to monitoring xxxxxxxxxx (the “Personal Property”), but not including those items listed on Exhibit C-1 Xxxxxxxx X-0, X-0, X-0, X-0 and C-2 and Exhibit G (collectively, the "Personal Property")G; (e) Any rights of Seller to the warranties and licenses received from manufacturers and sellers of the Personal Property, the Improvements, if any, or otherwise relating to the Terminals excluding the Top Tech terminal automation licenses and any other warranties and licenses of the Personal Property that are not assignable or transferable; (f) The historical books and records relating to the Terminal's ’s operations that are specified in Exhibit D-1 Xxxxxxxx X-0, X-0, X-0 and D-2 D-4 (the "“Books and Records"”), including, but not limited to, manualsall non-proprietary records, customer and driver files, drawings, operating manuals and maps used by Seller in its operation of the Terminals and to maintain compliance with any applicable Laws and Orders (but excluding any confidential employee files), and also including any such documents listed in these exhibits that are stored or maintained in electronic storage format, such as computer disks or tapes, it being understood and agreed that if any of the Books and Records are not delivered to Buyer, Seller, at its expense will provide such copies of the same as are required to comply with such applicable Laws and Orders; (fg) All Material Contracts and all Non-Material or Revenue Generating Contracts (and all of Seller's ’s rights and obligations thereunder) (collectively, the "Contracts") to the extent such contracts are assignable, assignable listed in Exhibit E (the “Material Contracts”) to the extent be assigned and assumed under the Assignment and Assumption of Permits and Contracts Agreement to be executed by the Parties at Closing (the form of which is attached as Exhibit N); and; (gh) The Environmental Permits and all other permits, licenses, registrations, certificates, consents, orders, notices, approvals or similar rights from any Government Authority that are necessary to for the operation or ownership of the Terminals, as described on Exhibit F-1 Exhibits F-1, F-2, F-3 and F-2 F-4 (the "“Permits"”) and Exhibit R-1 Exhibits X-0, X-0, X-0 and R-2 R-4 (the "“Environmental Permits"), ”) to the extent any of the above are assignable or transferable as indicated on Exhibit F-1 Exhibits F-1, F-2, F-3 and F-2 F-4 and Exhibit R-1 Exhibits X-0, X-0, X-0 and R-2R-4; and (hi) New York State Department of Environmental Compliance TMS-5 cabinets ("NYSDEC") Consent Order for and the Glenwood Landingcontents thereof), NY BOL impact printers, TMS-5 servers, phone systems, and Inwood, NY Terminals described in more detail on Schedule 5.5uninterrupted power source units.

Terminals. On the terms and subject to the conditions of this Agreement and for the consideration stated in this Agreement, at the Closing, Buyer shall purchase and receive from Seller, and Seller shall sell, convey and deliver to Buyer, free and clear of any and all liens, pledges and encumbrances except for Permitted Title Exceptions, all of Seller's ’s right, title and interest in and to the following, which taken together constitutes constitute the "(“Terminals".”): (a) The real property described in Exhibits A-1 X-0, X-0, and A-2 A-3 (collectively, the "“Real Property"”) and located containing Seller’s active petroleum products terminals in InwoodAlbany, New York (‘Albany Terminal”), Burlington, Vermont (“Burlington Terminal”), and Glenwood LandingNewburgh, New YorkYork (“Newburgh Terminal”), respectively; (b) The improvements located on the Real Property, including, but not limited to, above-ground and underground piping, buildings, underground and above-ground storage tanks, generic additive system, fixtures, facilities and appurtenances, and any of Seller's ’s equipment at the Real Property that Buyer will require to conduct Remediation Activities after Closing, including but not limited to monitoring xxxxx, but excluding the Improvements and Personal Property described in Section 2.2 and Exhibit C-1 Exhibits C and C-2 and Exhibit G (collectively, the "collectively “Improvements"”); (c) All transferable appurtenances, rights, privileges, easements, and licenses benefiting or pertaining to the Real Property; (d) All supplies, spare parts, tools, drawings, plats, files, equipment, furniture, the vehicles described in Exhibits CA-1 CA-1, CA-2 and CA-2 CA-3 (the "“Vehicles"”) and other property used solely in connection with the Terminals, including any of equipment that Seller has used to conduct Remediation Activities at the Terminals before Closing, including but not limited to monitoring xxxxx, but not including those items listed on Exhibit C-1 Exhibits C and C-2 and Exhibit G (collectively, the "collectively “Personal Property"”); (e) The historical books and records relating to the Terminal's ’s operations that are specified in Exhibit D-1 X-0, X-0 and D-2 D-3 (the "“Books and Records"”), including, but not limited to, manuals, and any documents listed in these exhibits that are stored or maintained in electronic storage format, such as computer disks or tapes; (f) All Material Contracts and all Non-Material or Revenue Generating Contracts (and all of Seller's ’s rights and obligations thereunder) (collectively, the "collectively “Contracts"”) to the extent such contracts are assignable, to the extent assigned and assumed under the Assignment and Assumption of Permits and Contracts to be executed by the Parties at Closing (the form of which is attached as Exhibit N); and; (g) The Environmental Permits and all other permits, licenses, registrations, certificates, consents, orders, notices, approvals or similar rights from any Government Authority that are necessary to the operation or ownership of the Terminals, as described on Exhibit F-1 F-1, F-2 and F-2 F-3 (the "“Permits") and Exhibit R-1 and R-2 (the "Environmental Permits"”), to the extent any of the above are assignable or transferable as indicated on Exhibit F-1 and F-1, F-2 and Exhibit R-1 and R-2; andF-3; (h) New York State Department of Environmental Compliance ("“NYSDEC"”) Consent Order for the Glenwood LandingNewburgh, NY and Inwood, NY Terminals New York Terminal described in more detail on Schedule 5.5., but excluding the financial penalty associated with this Order; and (i) NYSDEC Consent Order for the Albany, New York Terminal described in more detail on Schedule 5.5;