Examples of West Rack Assets in a sentence
From and after the Closing, the Partnership shall preserve and keep a copy of all books and records (other than Tax records which are addressed in Article VII) relating to the business or operations of DCT II and the West Rack Assets on or before the Closing Date in the Partnership’s possession for a period of at least seven years after the Closing Date.
The Partnership shall be responsible for, and shall indemnify PBF Energy for all Taxes related to the West Rack Assets with respect to the portion of any Tax Straddle Period after the Closing Date.
The Parties acknowledge and agree that the following easements relating to West Rack Assets will be entered into prior to or at Closing: (a) the Access Easement between DCR, as grantor, and DCT II, as grantee, (b) the Pipeline Easement between DCT II, as grantor, and DCR, as grantee, and (c) the Utility Easement, between DCR, as grantor, and DCT II, as grantee, in each case, in the form attached hereto on Schedule 6.10.
Schedule 4.14 sets forth a list of the material insurance policies with respect to which the West Rack Assets and the Business are beneficiaries.
PBF Energy shall be responsible for, and shall indemnify the Partnership and the Partnership for, all Taxes related to the West Rack Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date.
PBF Energy shall deliver to the Partnership within thirty (30) days of filing copies of all Tax Returns filed by or on behalf of PBF Energy after the Closing Date relating to the West Rack Assets and any supporting documentation provided by or on behalf of PBF Energy to taxing authorities, excluding Tax Returns related to income tax, franchise tax, or other similar Taxes.
Since the In-Service Date, (a) the Business has been conducted, in all material respects, only in the ordinary course and (b) there has been no damage, destruction or loss to the West Rack Assets that would reasonably be expected to have a Material Adverse Effect.
PBF Energy and the Partnership agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the West Rack Assets as is reasonably requested by PBF Energy, the Partnership or any Affiliate for the filing of any Tax Returns, for the preparation of any audit, and for the prosecution or defense of any Tax claim.
DCR currently has access to, owns or has the right to use (and, at Closing, DCT II 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 West Rack Assets and the operation of the Business as presently conducted.
Except as set forth in Schedule 4.10, (a) there are no legal actions before any Governmental Authority or lawsuits pending or, to the Knowledge of PBF Energy, threatened against PBF Energy or any Affiliate relating to the West Rack Assets, other than lawsuits or actions which would not reasonably be expected to have a Material Adverse Effect, and (b) the West Rack Assets are not subject to any injunction, order or unsatisfied judgment from any Governmental Authority.