Unless the context otherwise requires, the capitalized terms used in this Agreement shall have the meanings set forth in Section 1.1 of Schedule 1.1. 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 . "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.SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. "In addition to this contract, NASA continues working with multiple American companies to bolster competition and commercial readiness for crewed transportation to the lunar service," a NASA spokesperson said. SpaceX did not respond to a request for comment from Insider, but NASA said there will be further opportunities for Blue Origin to work with the space agency. "Blue Origin remains deeply committed to the success of the Artemis program, and we have a broad base of activity on multiple contracts with NASA to achieve the United States' goal to return to the moon to stay," the spokesperson added.īezos responded to the lawsuit on Twitter, wishing SpaceX success and appearing to indicate the company would accept the judge's ruling. "Our lawsuit with the Court of Federal Claims highlighted the important safety issues with the Human Landing System procurement process that must still be addressed," a Blue Origin spokesperson said. Account icon An icon in the shape of a person's head and shoulders.
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