Refining Assets definition
Examples of Refining Assets in a sentence
Except as set forth in this Article III, neither ALJ nor Alon Assets makes any other express or implied representation or warranty with respect to the Contributed Interests, the Refining Assets or the transactions contemplated by this Agreement, and disclaims any other representations or warranties.
Assignors desire to assign to Assignee and Assignee desires to assume that certain First Amended and Restated Refined Product Pipelines and Terminals Agreement, dated December 1, 2009, to be effective as of February 1, 2009, by and among Navajo, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ Energy Partners-Operating, L.P., HEP Pipeline Assets, Limited Parntership, HEP Pipline, L.L.C., HEP Refining Assets, L.P., HEP Refining, L.L.C., HEP Mountain Home, L.L.C., and HEP ▇▇▇▇▇ Cross, L.L.C. (the “Pipelines and Terminals Agreement”).
The Partnership and ALJ will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Refining Assets relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority.
ALJ or its Affiliates maintain policies of fire and casualty, liability and other forms of property and liability insurance related to the Refining Assets and the Business in such amounts, with such deductibles, and against such risks and losses as are, in their reasonable business judgment, reasonable for the Business and the Refining Assets.
No Litigation is pending or, to ALJ’s Knowledge, threatened with respect to any alleged failure by ALJ or its Affiliates to have any Business Permit necessary for the conduct of the Business and the ownership and operation of the Refining Assets or to be in compliance with such Business Permits.
Notwithstanding the foregoing, any such Refining Assets shall continue to constitute Refining Assets for all other purposes of this Agreement.
All tangible personal property included in the Refining Assets is in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use.
The Parties further agree that the Partnership shall bear the liability for any Taxes imposed on or incurred by or with respect to ARKS, the Business or the Refining Assets for any taxable period or portion therefor beginning after the Closing Date.
ShawTitle: President HEP Refining Assets, L.P. By: HEP Refining GP, L.L.C., its general partner By:/s/ ▇▇▇▇▇ ▇.
Subject to Section 2.3, the parties shall reasonably cooperate in determining any taxable values of any Assets subject to sales and use, gross receipts, Transfer and similar Taxes; provided, however, Buyers shall not take any position with respect to value of the Refining Assets that is contrary to the Purchase Price allocation determined pursuant to Section 2.3 (b).