Refinery Business definition
Examples of Refinery Business in a sentence
Each Partner (directly or through its Affiliates) is a sophisticated party possessing extensive knowledge of and experience relating to, and is actively engaged in, significant businesses, in addition to the Refinery Business, has been represented by legal counsel, is capable of evaluating and has thoroughly considered the merits, risks and consequences of the provisions of this Section 5.3. and is agreeing to such provisions knowingly and advisedly.
The agreement dated July 1, 1993 between the Company and LParent pursuant to which the Refinery Business and certain other Assets and Working Capital were contributed to the Company by LParent on behalf of Lyondell Refining Company n/k/a Lyondell GP.
Sunoco and its Affiliates and NewCo and its Affiliates agree to retain all books and records with respect to Tax matters pertinent to the Refinery Business or the Refinery Assets relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the respective taxable periods and to abide by all record retention agreements entered into with any Governmental Authority.
All material Taxes owed with respect to any of the Refinery Assets or the Refinery Business that are or have become due have been paid in full.
Prior to the Closing, Sunoco shall and shall cause the Contributing Subsidiaries to reasonably cooperate with TCG to prepare for the support of the continued operation by NewCo of the Refinery Business after the Closing.
Each Party shall cooperate fully, as and to the extent reasonably requested by any other Party, in connection with the filing of Tax Returns and any audit, litigation, or other proceeding with respect to Taxes, in each case, relating to the Refinery Business or the Refinery Assets.
Each of the Refinery Business and the Refinery Assets is currently, and for the past three years, has been, operated so as not to be in Environmental Noncompliance where such Environmental Noncompliance could reasonably be expected to have a Material Adverse Effect.
In the past two years, none of Sunoco or its Affiliates has received any written charge, complaint, claim, demand, or notice alleging any such infringement, misappropriation or other violation of any Intellectual Property rights of any Person with respect to such operation of the Refinery Business (including any demand that any of Sunoco or its Affiliates must license or refrain from using any Intellectual Property rights of any Third Party).
NewCo shall post all financial assurance as may be required in connection with such RCRA Corrective Action Permits to the extent relating to on-going operation of the Refinery Business by NewCo.
Subject to and in accordance with the Technology Agreement, Sellers will license to Buyer certain Intellectual Property and IT Systems in existence and owned by the Sellers immediately prior to the Effective Time for use exclusively in connection with the operation of the Purchased Assets in the Refinery Business, the ▇▇▇▇▇▇ Logistics and Marketing Terminals Business, the Wilmington Calciner Business and the Fuel Retail Business.