Examples of Xxxxxx USA Group in a sentence
Xxxxxx USA shall cause each of the other members of the Xxxxxx USA Group to, effective as of the Distribution Time, release and discharge each of the Xxxxxx Oil Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx USA pursuant to the foregoing provisions of this Section 6.01(a).
If any member of the Xxxxxx Oil Group has any rights or claims against a Third Party insurer or other Third Party in connection with or relating to any Xxxxxx USA Assumed Action, such member shall, subject to Section 2.05, transfer and assign to the applicable member of the Xxxxxx USA Group all such rights or claims and cooperate with the Xxxxxx USA Group in connection with the enforcement and collection thereof.
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.
Each member of the Xxxxxx USA Group, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by any member of the Xxxxxx USA Group and claims relating to any period at or after the Distribution Time involving any member of the Xxxxxx USA Group.
The parties shall use reasonable efforts to settle prior to the Distribution Date (to the extent practicable), all intercompany receivables, payables and other balances, in each case, that arise prior to the Distribution Time between members of the Xxxxxx Oil Group, on the one hand, and members of the Xxxxxx USA Group, on the other hand (“Intercompany Accounts”), by one or more cash payments in satisfaction of such amounts.
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”.
Commencing on and as of the Distribution Time, Xxxxxx USA shall be responsible for establishing and maintaining a separate insurance program consisting of the types of insurance policies and coverages that Xxxxxx USA considers appropriate to carry on behalf of the Xxxxxx USA Group.
Except as specifically provided otherwise in this Agreement or any Ancillary Agreement, all costs and expenses incurred by the Xxxxxx Oil Group in connection with the Distribution and related transactions shall be paid by Xxxxxx Oil, and all costs and expenses incurred by the Xxxxxx USA Group in connection with the Distribution and related transactions shall be paid by Xxxxxx USA.