Common use of Transfers of Certain Assets to Third Parties Clause in Contracts

Transfers of Certain Assets to Third Parties. Xxxxxx USA shall, and shall cause the members of the Xxxxxx USA Group to, cooperate with Xxxxxx Oil with respect to satisfaction of the obligations of Xxxxxx Oil under each of the Calumet Asset Purchase Agreement and the Valero Asset Purchase Agreement, including by assigning, contributing, conveying, transferring and delivering in accordance therewith (a) to Calumet all of the right, title and interest of Xxxxxx USA or any member of the Xxxxxx USA Group in and to all Purchased Assets (as such term is defined in the Calumet Asset Purchase Agreement) in accordance with the terms of the Calumet Asset Purchase Agreement and (b) to Valero all of the right, title and interest of Xxxxxx USA or any member of the Xxxxxx USA Group in and to all Purchased Assets (as such term is defined in the Valero Asset Purchase Agreement) in accordance with the terms of the Valero Asset Purchase Agreement. Notwithstanding the foregoing, and except for the Specified Calumet/Valero Contracts, all Liabilities relating to, or arising from or in connection with, the Calumet Asset Purchase Agreement or the Valero Asset Purchase Agreement shall be “Xxxxxx Oil Liabilities” (and shall not be “Xxxxxx USA Liabilities”). Xxxxxx USA shall, and shall cause the members of the Xxxxxx USA Group to, comply with all agreements entered into in connection with any sale of Other Calumet Transferred Operations, and all Liabilities under such agreements will be “Xxxxxx USA Liabilities”. For the avoidance of doubt, this Agreement shall not give rise to any obligations of Xxxxxx USA or any other member of the Xxxxxx USA Group to, or give rise to any rights of, Calumet, Valero or any of their Affiliates.

Transfers of Certain Assets to Third Parties. Xxxxxx Mxxxxx USA shall, and shall cause the members of the Xxxxxx Mxxxxx USA Group to, cooperate with Xxxxxx Mxxxxx Oil with respect to satisfaction of the obligations of Xxxxxx Mxxxxx Oil under each of the Calumet Asset Purchase Agreement and the Valero Asset Purchase Agreement, including by assigning, contributing, conveying, transferring and delivering in accordance therewith (a) to Calumet all of the right, title and interest of Xxxxxx Mxxxxx USA or any member of the Xxxxxx Mxxxxx USA Group in and to all Purchased Assets (as such term is defined in the Calumet Asset Purchase Agreement) in accordance with the terms of the Calumet Asset Purchase Agreement and (b) to Valero all of the right, title and interest of Xxxxxx Mxxxxx USA or any member of the Xxxxxx Mxxxxx USA Group in and to all Purchased Assets (as such term is defined in the Valero Asset Purchase Agreement) in accordance with the terms of the Valero Asset Purchase Agreement. Notwithstanding the foregoing, and except for the Specified Calumet/Valero Contracts, all Liabilities relating to, or arising from or in connection with, the Calumet Asset Purchase Agreement or the Valero Asset Purchase Agreement shall be “Xxxxxx Mxxxxx Oil Liabilities” (and shall not be “Xxxxxx Mxxxxx USA Liabilities”). Xxxxxx Mxxxxx USA shall, and shall cause the members of the Xxxxxx Mxxxxx USA Group to, comply with all agreements entered into in connection with any sale of Other Calumet Transferred Operations, and all Liabilities under such agreements will be “Xxxxxx Mxxxxx USA Liabilities”. For the avoidance of doubt, this Agreement shall not give rise to any obligations of Xxxxxx Mxxxxx USA or any other member of the Xxxxxx Mxxxxx USA Group to, or give rise to any rights of, Calumet, Valero or any of their Affiliates.