Examples of Alon 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.
Upon at least twenty (20) days prior written notice, the Partnership shall permit and cooperate in the reasonable inspection, by Alon Assets or its designated representative, of the Partnership’s operations that relate to the use of the Marks.
By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President and General Counsel Alon Assets, Inc.
At the Closing, on the terms and subject to the conditions of this Agreement, ALJ shall cause Alon Assets to, and Alon Assets shall, contribute, assign, transfer and convey the Contributed Interests to the Partnership free and clear of Liens (other than restrictions under applicable federal and state securities laws), in exchange for the consideration set forth in Section 2.2, and the Partnership shall accept the contribution of the Contributed Interests and be admitted as the sole member of ARKS.
Alon Assets and the General Partner have formed the Partnership, pursuant to the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), for the purpose of engaging in any business activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware LP Act.
The Partnership hereby assumes the MLP Tranche of the New Term Loan Facility from Alon Assets.
The Partnership shall cooperate with Alon Assets in connection with Alon Assets’ efforts to protect the Marks and shall promptly comply with requests for information (at Alon Assets’ sole cost and expense), and the Partnership shall promptly execute such instruments as Alon Assets may reasonably request in connection with any registration or enforcement efforts that Alon Assets may undertake in connection with the Marks.
Alon USA GP, as the sole member of Alon USA XX XX, hereby distributes, grants, bargains, conveys, assigns, transfers, sets over and delivers to Alon Assets, its successors and assigns, for its use forever, all right, title and interest in and to all of the member interests in Alon USA XX XX, and Alon Assets accepts such member interests and shall be admitted as the sole member of Alon USA XX XX.
The Partnership agrees that ownership of the Marks and the goodwill relating thereto shall remain vested in Alon Assets both during the term of this License and thereafter and further agrees, and will cause its Subsidiaries to agree, never to attack, challenge or contest the validity of Alon Assets’ ownership of the Marks or any registration thereof by Alon Assets.
Each of ALJ and Alon Assets has the corporate power and authority to execute and deliver this Agreement and ALJ and each of its Subsidiaries has the corporate power and authority to execute and deliver any other Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it.