Toledo Terminaling definition
Examples of Toledo Terminaling in a sentence
The Partnership shall provide to PBF Energy, at no cost or expense to PBF Energy, reasonable access during business hours to such books and records as remain in the Partnership’s possession and reasonable access during business hours to the properties and employees of the Partnership in connection with matters relating to the business or operations of Toledo Terminaling or the Toledo Tank Farm Assets on or before the Closing Date and any disputes relating to this Agreement.
Toledo Refining currently has access to, owns or has the right to use (and, at Closing, Toledo Terminaling will have access to, own or have the right to use) pursuant to license, sublicense, agreement or otherwise all items of Intellectual Property required in connection with the ownership of Toledo Tank Farm Assets and the operation of the Business as presently conducted.
Toledo Terminaling does not (i) have any employees or (ii) maintain or contribute to, and is not subject to any liability in respect of, any employee benefit or welfare plan of any nature, including plans subject to ERISA.
Upon completion of the Restructuring and at Closing, Toledo Terminaling (a) will own the Toledo Tank Farm Assets, free and clear of any Liens except for Permitted Liens, and (b) will not own any assets or properties other than the Toledo Tank Farm Assets.
Toledo Terminaling does not own any equity interests in any Person.
Toledo Terminaling is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect.
Toledo Terminaling is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite limited liability company power and authority to own, operate or lease its properties and assets and to conduct the Business as it is now being conducted.
There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for limited liability company interests of Toledo Terminaling issued or granted by Toledo Terminaling, and there are no agreements of any kind which may obligate Toledo Terminaling to issue, purchase, redeem or otherwise acquire any of its limited liability company interests, except as may be contained in its Organizational Documents.
At the Closing, upon the terms and subject to the conditions set forth in this Agreement, PBF Energy shall contribute to the Partnership, and the Partnership shall accept from PBF Energy, the Subject Interests, free and clear of any Liens, other than transfer restrictions (i) imposed thereon by securities Laws, (ii) arising under the Organizational Documents of Toledo Terminaling or (iii) resulting from actions of the Partnership or any of its Subsidiaries.
PBF Energy has made available to the Partnership true copies of the Organizational Documents of Toledo Terminaling.