NOW, THEREFORE, in consideration of the foregoing recitals and theĪgreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows: WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, such assets upon the termsĪnd subject to the conditions of this Agreement. WHEREAS, the Seller owns and operates certain refining assets and other related assets located in Toledo, Ohio and The Seller and the Buyer are referred to individually as a Party and collectively as the Parties. Laws of the Commonwealth of Pennsylvania (the Seller). (R&M), a corporation organized and existing under the THIS ASSET SALE AND PURCHASE AGREEMENT (this Agreement) is made and entered into as of December 2, 2010 byĪnd between TOLEDO REFINING COMPANY LLC, a limited liability company formed and existing under the laws of the State of Delaware (the Buyer), and SUNOCO, INC. Non-Assignable Licensed Intellectual PropertyĬonditions to the Obligations of Buyer: Governmental ConsentsĬonditions to the Obligations of Seller: Governmental Consentsįorm of Bill of Sale, Assignment and Assumption Agreementįorm of Pipeline Rights-of-Way and Easementsįorm of Certification of Nonforeign Statusįorm of Global CAA Consent Decree Modification
Welfare and Other Non-Pension Fringe Benefits Governing Law Consent Jurisdiction and VenueĪssumed Liabilities: Miscellaneous LiabilitiesĮmployee Matters: Labor & Collective Bargaining Ohio Combined State, County and Local Sales Taxes Indemnification Provisions for Benefit of the Sellerĭetermination of Amount of Adverse Consequencesįiling of Tax Returns and Payment of Taxes Indemnification Provisions for Benefit of the Buyer Survival of Representations, Warranties and Certain Covenants Release and Replacement of Bonds, Guaranties, etc.ĪRTICLE 8 REMEDIES FOR BREACHES OF AGREEMENT Retention of and Access to Books and Records Representations and Warranties Concerning the Purchased Assets Representations and Warranties Concerning the BuyerĪRTICLE 4 REPRESENTATIONS AND WARRANTIES CONCERNING THE PURCHASED ASSETS Representations and Warranties Concerning the Seller No Assignment If Breach Multi-Site AgreementsĪRTICLE 3 REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION Toledo Refining Company LLC, as the Buyer,ĪRTICLE 1 DEFINITIONS AND INTERPRETATIONS SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THE WORD . NASA said “there will be forthcoming opportunities for companies to partner with NASA in establishing a long-term human presence at the moon under the agency’s Artemis program, including a call in 2022 to US industry for recurring crewed lunar landing services.SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. NASA had sought proposals for a spacecraft that would carry astronauts to the lunar surface under its Artemis program to return humans to the moon for the first time since 1972. SpaceX, headed by Tesla Inc CEO Musk, joined the proceedings as an intervener shortly after the lawsuit was filed. The US Government Accountability Office in July sided with NASA over its decision to pick a single lunar lander provider, rejecting Blue Origin’s protest. NASA halted work on the lunar lander contract through Monday, part of an agreement among the parties to expedite the litigation schedule, which culminated in Thursday’s ruling. The space agency added it “continues working with multiple American companies to bolster competition and commercial readiness for crewed transportation to the lunar surface.” NASA said “it will resume work with SpaceX” on the lunar lander contract “as soon as possible.”
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