ASSET PURCHASE AGREEMENT among CLEAN ENERGY RENEWABLE FUELS, LLC, BP PRODUCTS NORTH AMERICA INC. and, solely with respect to ARTICLE VIII hereof, CLEAN ENERGY FUELS CORP. and BP CORPORATION NORTH AMERICA INC. Dated as of February 27, 2017Asset Purchase Agreement • March 1st, 2017 • Clean Energy Fuels Corp. • Gas & other services combined • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of February 27, 2017 (the “Agreement Date”), by and among Clean Energy Renewable Fuels, LLC, a Delaware limited liability company (“Seller”), and BP Products North America Inc., a Maryland corporation (“Purchaser”), and, solely with respect to ARTICLE VIII hereto, Clean Energy Fuels Corp., a Delaware corporation (“Seller Parent”), and BP Corporation North America Inc., an Indiana corporation (“Purchaser Guarantor”). Seller, Purchaser, Seller Parent and Purchaser Guarantor are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Agreement are defined in Annex I.
