Common use of Closing; Closing Deliverables Clause in Contracts

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1, 7.2 and 7.3, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1155 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, as soon as practicable, but in any event within three (3) Business Days, after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b); (ii) a non-foreign person affidavit from Seller, and each other transferor under this Agreement of Purchased Assets that constitute “U.S. Real Property” within the meaning of Section 897 of the Code, dated as of the Closing Date as required by Section 1445 of the Code; (iii) counterparts to the assignment, transfer and conveyance instruments listed in Section 2.5 of the Seller Disclosure Letter, duly executed by Seller or the appropriate Subsidiary of Seller (the “Conveyance Documents”); (iv) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Seller or the appropriate Subsidiary of Seller; (v) all Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Seller or the appropriate Subsidiary of Seller; (vi) a counterpart to the Transition Services Agreement duly executed by Seller; (vii) counterparts to the Partnership Interest Transfer Document duly executed by ▇▇▇▇ Oil St. Lucia Terminal Holdings Limited, in its capacity as general partner of HOSLH LP, and Hess LLC, in its capacity as general partner of HOSLLP; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Seller; (ix) counterparts to the Environmental Releases duly executed by Seller; (x) counterparts to each Throughput and Storage Agreement substantially in the form attached to this Agreement duly executed by Seller; and (xi) a certificate representing the Hess LLC Interest, accompanied by a written instrument of transfer executed by HOSLH LP transferring the Hess LLC Interest to Purchaser in the form attached hereto as Exhibit J. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Initial Purchase Price pursuant to Section 3.1(b); (ii) certificates signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); (iii) counterparts to the Conveyance Documents, duly executed by Purchaser or its applicable designee, to the extent such instruments require execution by Purchaser or its applicable designee; (iv) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Purchaser or its applicable designee; (v) counterparts to the Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Purchaser or its applicable designee, to the extent such Returns require execution by Purchaser or its applicable designee; (vi) a counterpart to the Transition Services Agreement duly executed by Purchaser; (vii) a counterpart to the Partnership Interest Transfer Document duly executed by Purchaser; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Purchaser; (ix) counterparts to the Environmental Releases duly executed by Purchaser; and (x) counterparts to each Throughput and Storage Agreement substantially in the form attached to this Agreement duly executed by Purchaser.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1Article VII, 7.2 and 7.3hereof, the closing of the Purchase transactions contemplated hereby (the “Closing”) shall take place at the offices of White & Case LLP, 1155 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, as soon as practicable, but in any event within three five (35) Business Days, after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other timelater date (not later than March 15, date or place as 2011) on which Purchaser’s Financing first becomes available; provided, that for the parties hereto shall agree in writingavoidance of doubt Purchaser’s Financing is not a condition of Closing under this Agreement. Such date is herein referred to as the “Closing Date”. Notwithstanding the foregoing, the Parties will target February 28, 2011 as the Closing Date; provided that this sentence shall not impose any legal obligations on the Parties or give rise to any Liability to the Parties. (b) At the Closing, Seller Sellers shall deliver or cause to be delivered to Purchaser: (i) assignments of the Equity Interests being transferred by Sellers, substantially in the form attached hereto as Exhibit C, together with such documents endorsed for transfer or executed in blank, including certificates representing the Equity Interests, if any, as are necessary to transfer the Equity Interests; (ii) a certificate signed by an authorized officer of each such Seller, dated as of the Closing Date, confirming the matters set forth in Sections Section 7.2(a), Section 7.2(b) and 7.2(b)Section 7.2(d) with respect to each such Seller; (iiiii) copies of the certificate of formation, the certificate of incorporation or other equivalent governing document of the Companies and of each of their respective Subsidiaries as in effect on the Closing Date, including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of formation or incorporation, as applicable; (iv) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of formation or incorporation, as applicable, to the effect that each of the Companies and each of their respective Subsidiaries is in good standing (or the equivalent thereof) or subsisting in such jurisdiction and listing all charter documents (or the equivalent governing documents) of such Companies and such Subsidiaries on file; (v) a certificate from the Secretary of State or other appropriate official in each jurisdiction in which the Companies or any of their respective Subsidiaries are qualified to do business to the effect that the Companies or any such Subsidiary is in good standing (or the equivalent thereof) in such jurisdiction, in each case to the extent that the relevant jurisdiction provides such a certificate; (vi) a copy of the by-laws, the limited liability company agreement or the limited partnership agreement, as applicable, of the Companies and each of their respective Subsidiaries, certified by the Secretary of such Company and each of its Subsidiaries as being true and correct and in effect on the Closing Date; (vii) a non-foreign person affidavit from Seller, and each other transferor under this Agreement of Purchased Assets that constitute “U.S. Real Property” within the meaning of Section 897 of the Code, Seller dated as of the Closing Date as required by Section 1445 of the Code; (iii) counterparts to the assignment, transfer and conveyance instruments listed in Section 2.5 of the Seller Disclosure Letter, duly executed by Seller or the appropriate Subsidiary of Seller (the “Conveyance Documents”); (iv) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Seller or the appropriate Subsidiary of Seller; (v) all Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Seller or the appropriate Subsidiary of Seller; (vi) a counterpart to the Transition Services Agreement duly executed by Seller; (vii) counterparts to the Partnership Interest Transfer Document duly executed by ▇▇▇▇ Oil St. Lucia Terminal Holdings Limited, in its capacity as general partner of HOSLH LP, and Hess LLC, in its capacity as general partner of HOSLLP; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement transition services agreement duly executed by Seller; (ix) counterparts to the Environmental Releases duly executed by Seller; (x) counterparts to each Throughput and Storage Agreement substantially in the form attached to this Agreement duly executed by Seller; and (xi) a certificate representing the Hess LLC InterestCasella, accompanied by a written instrument of transfer executed by HOSLH LP transferring the Hess LLC Interest to Purchaser in the form attached hereto as Exhibit J.D (the “Transition Services Agreement”); (ix) duly executed letters of resignation from each of the individuals resigning from their positions pursuant to Section 6.10; (x) documentation evidencing to the reasonable satisfaction of Purchaser the release of all Liens on the Equity Interests and Companies Intellectual Property, including Liens securing any Indebtedness under the Seller Loan Documents (including the pledge of the Equity Interests under the Seller Pledge Agreement); (xi) a duly executed pay-off letter from each of the holders of the FCR Indebtedness, in a form reasonably satisfactory to Purchaser; (xii) in a form reasonably acceptable to Purchaser, executed assignments and evidence of recordation with the appropriate Governmental Entities for the assignment of all of the Sellers’ Transferred IP to one of the Companies or their Subsidiaries as designated by Purchaser; (xiii) counterparts to all of the Ancillary Agreements, duly executed by Casella; and (xiv) true and complete copies of the duly executed instruments of assignment and transfer of the Claverack Facility and USGF in form and substance reasonably satisfactory to Purchaser. (c) At the Closing, Purchaser shall deliver or cause to be delivered to SellerCasella: (i) the Initial Purchase Price pursuant to Section 3.1(b); (ii) certificates a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections Section 7.3(a) and Section 7.3(b); (iiiii) counterparts to the Conveyance Documents, duly executed by Purchaser or its applicable designee, to the extent such instruments require execution by Purchaser or its applicable designee; (iv) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Purchaser or its applicable designee; (v) counterparts to the Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Purchaser or its applicable designee, to the extent such Returns require execution by Purchaser or its applicable designee; (vi) a counterpart to the Transition Services Agreement duly executed by Purchaser; (vii) a counterpart to the Partnership Interest Transfer Document duly executed by Purchaser; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Purchaser; (ix) counterparts to the Environmental Releases duly executed by Purchaser; and (xiii) counterparts to each Throughput and Storage Agreement substantially in all of the form attached to this Agreement Ancillary Agreements, duly executed by Purchaser.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1, 7.2 and 7.3, the The closing of the Purchase sale of the Units (the “Closing”) shall take place at the offices of White & Case LLP, 1155 Avenue of the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇-▇▇▇▇, or by electronic transmittal of executed documents, as soon as practicable, but in any event within three event, at 10:00 a.m. (3New York City time) on the later of (i) fifth (5th) Business Days, Day after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 Article VII (Conditions Precedent) is satisfied or waived (other than those conditions that by their nature are to terms cannot be satisfied at until the Closing, but subject to the fulfillment satisfaction or waiver of those conditionsconditions in accordance with this Agreement) and (ii) December 23, 2020 (or such earlier date as may be specified in writing by Purchaser on no less than five (5) Business Days’ notice), or at such other time, place and time and/or on such other date or place as the parties hereto shall Purchaser and Seller may agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser: : (i) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections Section 7.2(a) (Conditions to the Obligations of Purchaser; Performance), and Section 7.2(b) (Conditions to the Obligations of Purchaser; Representations and Warranties); ; (ii) a non-foreign person affidavit from complete and properly executed Internal Revenue Service Form W-9 of Seller, ; (iii) all equity assignments and each other transferor under this Agreement of Purchased Assets that constitute “U.S. Real Property” within powers sufficient to transfer the meaning of Section 897 Units to Purchaser; (iv) a duly executed copy of the CodeAssignment and Assumption Agreement and any such other instruments of transfer necessary to assign, dated convey and deliver the Business Assets to Purchaser (or Purchaser’s designee(s)), in each case, in a form reasonably acceptable to Seller and Purchaser; (v) a duly executed copy of the Transition Services Agreement; (vi) a duly executed counterpart of the Employee Bonus Escrow Agreement; (vii) duly executed letters of resignation, in form and substance reasonably satisfactory to Purchaser and effective as of the Closing Date as required by Section 1445 Closing, of each of the Code;officers 34 (iii) counterparts to the assignment, transfer and conveyance instruments listed in Section 2.5 a duly executed copy of the Assignment and Assumption Agreement and any such other instruments of transfer necessary to assign, convey and deliver the Business Assets to Purchaser (or Purchaser’s designee(s)), in each case, in a form reasonably acceptable to Seller Disclosure Letter, duly executed by Seller or the appropriate Subsidiary of Seller (the “Conveyance Documents”); and Purchaser; (iv) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, a duly executed by Seller or copy of the appropriate Subsidiary of Seller; Transition Services Agreement; and (v) all Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case a duly executed by Seller or the appropriate Subsidiary of Seller; (vi) a counterpart to the Transition Services Agreement duly executed by Seller; (vii) counterparts to the Partnership Interest Transfer Document duly executed by ▇▇▇▇ Oil St. Lucia Terminal Holdings Limited, in its capacity as general partner of HOSLH LP, and Hess LLC, in its capacity as general partner of HOSLLP; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Seller; (ix) counterparts to the Environmental Releases duly executed by Seller; (x) counterparts to each Throughput and Storage Agreement substantially in the form attached to this Agreement duly executed by Seller; and (xi) a certificate representing the Hess LLC Interest, accompanied by a written instrument of transfer executed by HOSLH LP transferring the Hess LLC Interest to Purchaser in the form attached hereto as Exhibit J. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Initial Purchase Price pursuant to Section 3.1(b); (ii) certificates signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); (iii) counterparts to the Conveyance Documents, duly executed by Purchaser or its applicable designee, to the extent such instruments require execution by Purchaser or its applicable designee; (iv) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Purchaser or its applicable designee; (v) counterparts to the Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Purchaser or its applicable designee, to the extent such Returns require execution by Purchaser or its applicable designee; (vi) a counterpart to the Transition Services Agreement duly executed by Purchaser; (vii) a counterpart to the Partnership Interest Transfer Document duly executed by Purchaser; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Purchaser; (ix) counterparts to the Environmental Releases duly executed by Purchaser; and (x) counterparts to each Throughput and Storage Agreement substantially in the form attached to this Agreement duly executed by PurchaserEmployee Bonus Escrow Agreement.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all The consummation of the conditions set forth in Sections 7.1, 7.2 and 7.3, the closing of the Membership Interest Purchase (the “Closing”) shall take place at the offices of White Cravath, Swaine & Case ▇▇▇▇▇ LLP, 1155 Avenue of the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇-▇▇▇▇▇ at 10:00 a.m. ET on the third Business Day following the date of satisfaction (or, as soon as practicableto the extent permitted by Law, but in any event within three (3waiver by all parties) Business Days, after the last of the conditions set forth in Sections 7.1Section 8.01, 7.2 and 7.3 is or, if on such day any condition set forth in Section 8.02 or 8.03 has not been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closingor, but subject to the fulfillment extent permitted by Law, waived by the party or waiver of those conditionsparties entitled to the benefits thereof), as soon as practicable after all the conditions set forth in Article VIII have been satisfied and remain satisfied (or, to the extent permitted by Law, waived by the parties entitled to the benefits thereof), or at such other timeplace, time and date or place as shall be agreed in writing between Purchaser and Seller. The date on which the parties hereto shall agree in writing. Such date Closing occurs is herein referred to in this Agreement as the “Closing Date”. (b) At the Closing, Seller shall deliver or cause to be delivered to PurchaserPurchaser shall: (i) a certificate signed pay to Seller by an authorized officer of Seller, dated as of wire transfer to the bank account designated in writing by Seller at least two Business Days prior to the Closing Date, confirming an amount equal to the matters set forth in Sections 7.2(a) and 7.2(b)Closing Date Payment; (ii) a non-foreign person affidavit from Seller, deliver to Seller the officer’s certificates required to be delivered pursuant to Sections 8.03(a) and each other transferor under this Agreement of Purchased Assets that constitute “U.S. Real Property” within the meaning of Section 897 of the Code, dated as of the Closing Date as required by Section 1445 of the Code8.03(b); (iii) counterparts deliver to the assignmentSeller all other agreements, transfer documents, instruments and conveyance instruments listed in Section 2.5 of the Seller Disclosure Letter, duly executed certificates required to be delivered by Seller Purchaser at or the appropriate Subsidiary of Seller (the “Conveyance Documents”);prior to Closing pursuant to this Agreement; and (iv) all affidavits, statements, declarations, forms deliver to Seller evidence of the amounts paid as premiums for the Representation and other documents Warranty Policy and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Seller or the appropriate Subsidiary of Seller; (v) all Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Seller or the appropriate Subsidiary of Seller; (vi) a counterpart to the Transition Services Agreement duly executed by Seller; (vii) counterparts to the Partnership Interest Transfer Document duly executed by ▇▇▇▇ Oil St. Lucia Terminal Holdings Limited, in its capacity as general partner of HOSLH LP, and Hess LLC, in its capacity as general partner of HOSLLP; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Seller; (ix) counterparts to the Environmental Releases duly executed by Seller; (x) counterparts to each Throughput and Storage Agreement substantially in the form attached to this Agreement duly executed by Seller; and (xi) a certificate representing the Hess LLC Interest, accompanied by a written instrument of transfer executed by HOSLH LP transferring the Hess LLC Interest to Purchaser in the form attached hereto as Exhibit J.Policy. (c) At the Closing, Purchaser Seller shall deliver or (and with respect to clause (iv) and (v), shall also cause to be delivered delivered) to SellerPurchaser: (i) the Initial Purchase Price officer’s certificates required to be delivered pursuant to Section 3.1(bSections 8.02(a), 8.02(b) and 8.02(c); (ii) certificates signed a certification of non-foreign status in the form prescribed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(aTreasury Regulation Section 1.1445-2(b) and 7.3(b)with respect to Seller; (iii) counterparts an assignment or such other documentation as is reasonably required to transfer the Conveyance Documents, duly executed by Purchaser or its applicable designee, Membership Interests to the extent such instruments require execution by Purchaser or its applicable designeePurchaser; (iv) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Purchaser or its applicable designeethe Payoff Letters; (v) counterparts evidence of the completion of the Restructuring in a form reasonably satisfactory to the Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Purchaser or its applicable designee, to the extent such Returns require execution by Purchaser or its applicable designeePurchaser; (vi) a counterpart all material consents to the Transition Services transactions contemplated by this Agreement duly executed by Purchaserrequired in respect of Material Contracts, Post-Signing Material Contracts and the Contracts assigned to the Company pursuant to the Restructuring; (vii) a counterpart such other instruments as Purchaser reasonably requests evidencing the transfer to the Partnership Interest Transfer Document duly executed Company of material assets held by Purchaser;Seller and used by the Company in the conduct of the Business, except for any assets listed on Section 3.19(a) of the Seller Disclosure Letter that are specifically identified as being retained by Seller; and (viii) counterparts all other agreements, documents, instruments and certificates required to be delivered by the Access Easements and the Port Reading Demolition Access Easement duly executed by Purchaser; (ix) counterparts Seller Group at or prior to the Environmental Releases duly executed by Purchaser; and (x) counterparts to each Throughput and Storage Agreement substantially in the form attached Closing pursuant to this Agreement duly executed by PurchaserAgreement.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1Article VI, 7.2 the purchase and 7.3, sale referred to in Section 2.01 hereof and the closing of the Purchase such other transactions as are contemplated hereby (the “Closing”) shall take place at be conducted remotely through the offices mutual exchange via email, facsimile or other electronic means of White & Case LLP, 1155 Avenue executed copies of this Agreement and all other instruments and agreements to be delivered as contemplated hereby on the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, as soon as practicable, but in any event within date that is no later than three (3) Business Days, Days after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 Article VI is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date of the Closing is herein referred to as the “Closing Date”, and if the Closing occurs, the Closing shall be deemed to have become effective as of 12:01 a.m. Eastern time on the Closing Date (the “Effective Time”). (b) At the Closing, Seller the Sellers’ Representative shall deliver or cause to be delivered to the Purchaser: (i) certificates representing the Shares, duly endorsed in blank, or accompanied by either stock powers duly executed in blank by the Sellers or such other instruments of transfer as are reasonably acceptable to the Purchaser in each case, with all necessary transfer tax and other revenue stamps, obtained at the Sellers’ expense (the cost of which shall be allocated as set forth in Section 7.01(d) hereof); (ii) a certificate signed by an authorized officer of Sellerthe Sellers’ Representative, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(aSection 6.02(a), Section 6.02(b), Section 6.02(d), Section 6.02(g) and 7.2(b)Section 6.02(h) hereof; (iiiii) copies of the certificate of incorporation or other equivalent governing document of the Company and each of its Subsidiaries, to the extent that the relevant jurisdiction provides such a certificate, including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation; (iv) a non-foreign certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation or organization to the effect that the Company or its applicable Subsidiary, to the extent that the relevant jurisdiction provides such a certificate, is in good standing (or the equivalent thereof) or subsisting in such jurisdiction; (v) a copy of the bylaws of the Company, certified by the Secretary of the Company as being true and correct and in effect on the Closing Date; (vi) for each Trust Seller, a trust certification dated within ten (10) Business Days of the Closing Date in the form provided by the Laws of the State that governs such Trust Seller’s governing documents containing all of the information required to be set forth therein and identifying the specific provisions of such Trust Seller’s governing documents that authorize the trustee of such Trust Seller (each, a “Trustee”) to enter into the transactions contemplated hereby on behalf of such Trust Seller; (vii) a non‑foreign person affidavit from Seller, and each other transferor under this Agreement of Purchased Assets that constitute “U.S. Real Property” within the meaning of Section 897 of the Code, Seller dated as of the Closing Date as required by Section 1445 of the Code; (iiiviii) counterparts a duly executed pay‑off letter from each of the holders of the Funded Indebtedness, in a form reasonably satisfactory to the assignmentPurchaser, transfer and conveyance instruments listed in certifying that all such Funded Indebtedness owing to such holder shall have been fully paid upon the receipt by such holder of funds pursuant to Section 2.5 of the Seller Disclosure Letter, duly executed by Seller or the appropriate Subsidiary of Seller (the “Conveyance Documents”); (iv2.02(g) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Seller or the appropriate Subsidiary of Seller; (v) all Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Seller or the appropriate Subsidiary of Seller; (vi) a counterpart to the Transition Services Agreement duly executed by Seller; (vii) counterparts to the Partnership Interest Transfer Document duly executed by ▇▇▇▇ Oil St. Lucia Terminal Holdings Limited, in its capacity as general partner of HOSLH LP, and Hess LLC, in its capacity as general partner of HOSLLP; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Sellerhereof; (ix) counterparts to the Environmental Releases copies of duly executed by Seller; (x) counterparts to Employment Agreements between the Company on the one hand and each Throughput and Storage Agreement of the Individual Sellers, except Seller 5, on the other hand, substantially in the form attached to this Agreement duly executed by Seller; and (xi) a certificate representing the Hess LLC Interest, accompanied by a written instrument of transfer executed by HOSLH LP transferring the Hess LLC Interest to Purchaser in the form attached hereto as Exhibit J.1.1 or Exhibit 1.2 as applicable, providing for the continued employment of such Persons with the Company for at least twelve (12) consecutive months following the Closing; (cx) At a copy of duly executed termination of the ClosingShareholders Agreement, Purchaser shall deliver or cause to be delivered to Seller: (i) the Initial Purchase Price pursuant to dated March 1, 2003, by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Ilk, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and Roto Sports, Inc. as set forth in Section 3.1(b6.02(h); (iixi) certificates signed by an authorized officer evidence of Purchasertermination of each 409A Deferred Compensation Arrangement and any associated insurance policy, dated trust or other funding arrangement as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(bSection 6.02(f); (iiixii) counterparts to the Conveyance Documents, duly executed by Purchaser or its applicable designee, to the extent such instruments require execution by Purchaser or its applicable designeeevidence of termination of all insurance policies as set forth in Section 6.02(g); (ivxiii) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests evidence of termination of each contract set forth in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Purchaser or its applicable designeeSection 6.02(i); (v) counterparts to the Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Purchaser or its applicable designee, to the extent such Returns require execution by Purchaser or its applicable designee; (vi) a counterpart to the Transition Services Agreement duly executed by Purchaser; (vii) a counterpart to the Partnership Interest Transfer Document duly executed by Purchaser; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Purchaser; (ix) counterparts to the Environmental Releases duly executed by Purchaser; and (x) counterparts to each Throughput and Storage Agreement substantially in the form attached to this Agreement duly executed by Purchaser.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1, 7.2 and 7.3, the The closing of the Purchase transactions contemplated hereby (the “Closing”) shall take place at the offices of White & Case LLP, 1155 Avenue of time and place mutually agreed upon by the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, as soon as practicable, but in any event within three (3) Business Days, after Parties on the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, The Seller shall deliver execute and deliver, or cause to be delivered to Purchaser: (i) a certificate signed by an authorized officer of Sellerexecuted and delivered, dated as of the Closing Datecase may be, confirming the matters set forth in Sections 7.2(a) and 7.2(b); (ii) a non-foreign person affidavit from Seller, and each other transferor under this Agreement of Purchased Assets that constitute “U.S. Real Property” within the meaning of Section 897 of the Code, dated as of the Closing Date as required by Section 1445 of the Code; (iii) counterparts to the assignment, transfer and conveyance instruments listed in Section 2.5 of the Seller Disclosure Letter, duly executed by Seller or the appropriate Subsidiary of Seller (the “Conveyance Documents”); (iv) all affidavits, statements, declarations, forms and other following documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Seller or the appropriate Subsidiary of Seller; (v) all Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing: (i) A certificate signed by the Seller to the effect that (A) the representations and warranties set forth in ARTICLE III contained in this Agreement (including, without limitation, Section 3.1) continue to be true and correct as on the Closing Date with the same effect as though such representations and warranties have been made as of such date; (B) that all approvals, consents, authorizations from the statutory and/or regulatory authorities in each case duly executed the United States or India, if any, that are required for consummation of the transaction contemplated herein have been obtained and where required declarations and/or filings have been made with such statutory and/or regulatory authorities; and (C) the conditions set forth in Section 6.2 have been satisfied; (ii) A certificate signed by the Seller to the effect that no existing or imminent Material Adverse Effect has taken place or is reasonably expected to take place in relation to or in connection with the appropriate Subsidiary business of Sellerthe Company; (iii) The original shares certificate in respect of the Sale Shares and signed and stamped shares transfer forms for the transfer of the Sale Shares; (iv) The Company’s Secretary Certificate required by Section 5.1.2(c)(iv) of the Primary Purchase Agreement; (v) The documents pertaining to Form FC-TRS required by Section 5.1.2(d) of the Primary Purchase Agreement; (vi) a counterpart A consent letter, in the form and content as specified on Schedule 4 to the Transition Services Agreement duly executed Primary Purchase Agreement, consenting to the transfer of the Seller’s Sale Shares to the Purchaser indicating the number of Sale Shares proposed to be transferred by Sellerthe Seller for the consideration specified in Section 2.1(b); (vii) counterparts to the Partnership Interest Transfer Document The Escrow Agreement, duly executed by ▇▇▇▇ Oil St. Lucia Terminal Holdings Limited, in its capacity as general partner of HOSLH LP, and Hess LLC, in its capacity as general partner of HOSLLP; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Seller; (ix) counterparts to the Environmental Releases duly executed by Seller; (x) counterparts to each Throughput and Storage Agreement substantially in the form attached to this Agreement duly executed by Seller; and (xiviii) A certificate of the Secretary of the Seller, in form and substance satisfactory to the Purchaser, certifying (i) a true, correct, and complete copy of the resolutions of the Board of Directors of the Seller approving the Transaction Documents and the transactions contemplated thereby; (ii) an incumbency certificate representing with respect to all officers of the Hess LLC InterestSeller executing the Transaction Documents; (iii) a true, accompanied correct, and complete copy of the Bylaws of the Seller; (iv) a copy of the Certificate of Incorporation of the Seller certified by the Secretary of State of the Seller’s state of incorporation; and (iv) a written instrument copy of transfer executed by HOSLH LP transferring a certificate of good standing or existence from the Hess LLC Interest to Purchaser in Secretary of State of the form attached hereto as Exhibit J.Seller’s state of incorporation. (c) At the Closing, The Purchaser shall execute and deliver or cause to be delivered to Seller: (i) the Initial Purchase Price pursuant to Section 3.1(b); (ii) certificates signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); (iii) counterparts to the Conveyance Documents, duly executed by Purchaser or its applicable designee, to the extent such instruments require execution by Purchaser or its applicable designee; (iv) all affidavits, statements, declarations, forms and other following documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Purchaser or its applicable designee; (v) counterparts to the Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed : (i) A certificate signed by the Purchaser or its applicable designee, to the extent effect that (A) the representations and warranties set forth in ARTICLE IV contained in this Agreement continue to be true and correct as on the Closing Date with the same effect as though such Returns require execution by Purchaser or its applicable designee; representations and warranties have been made as of such date; and (viB) a counterpart to the Transition Services Agreement duly executed by Purchaser; (vii) a counterpart to the Partnership Interest Transfer Document duly executed by Purchaser; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Purchaser; (ix) counterparts to the Environmental Releases duly executed by Purchaserconditions set forth in Section 6.3 have been satisfied; and (xii) counterparts to each Throughput and Storage Agreement substantially in the form attached to this Agreement The Escrow Agreement, duly executed by the Purchaser. (d) All proceedings to be taken and all documents to be executed and delivered by the Parties at the Closing shall be deemed to have been taken and executed simultaneously to the extent possible and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed, and delivered.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1, 7.2 and 7.3Article VI, the closing of the Purchase sale referred to in Section 2.1 hereof (the “Closing”) shall take place on December 27, 2013 at 10:00 A.M. at the offices of White & Case LLP, 1155 Avenue of the ▇▇▇▇▇▇▇▇Americas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇-▇▇▇▇, or as soon as practicable, but in any event event, within three one (31) Business Days, Day after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 Article VI is satisfied or waived (waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other timedate, date time or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(aSection 6.2(a) and 7.2(b)Section 6.2(b) hereof; (ii) a non-certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation and foreign person affidavit from Sellerqualification to the effect that the Company and, to the extent that the relevant jurisdictions provides such a certificate, its Subsidiary are in good standing (or the equivalent thereof) in such jurisdictions and each other transferor under this Agreement of Purchased Assets that constitute “U.S. Real Property” within listing all charter documents (or the meaning of Section 897 equivalent governing documents) of the Code, dated as of the Closing Date as required by Section 1445 of the CodeCompany and its Subsidiary on file; (iii) counterparts to the assignment, transfer and conveyance instruments listed in Section 2.5 a certificate of the Seller Disclosure Letter, duly executed by Seller Secretary or the appropriate Subsidiary an Assistant Secretary (or equivalent officer) of Seller (and each Guarantor certifying that attached thereto are true and complete copies of all resolutions adopted by such Person’s board of directors authorizing the “Conveyance Documents”)execution, delivery and performance of this Agreement and the other transaction documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) all affidavits, statements, declarations, forms a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller and each Guarantor certifying the names and signatures of the officers of such Person authorized to sign this Agreement and the other transaction documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Seller or the appropriate Subsidiary of Sellerbe delivered hereunder; (v) all Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case a duly executed Indebtedness Payoff Letter from each of the holders of Funded Indebtedness, certifying that all such Funded Indebtedness owing to such holder shall have been fully paid upon the receipt by Seller or the appropriate Subsidiary such holder of Sellerfunds pursuant to Section 2.2(d) hereof; (vi) a counterpart to the Transition Services Agreement Escrow Agreement, duly executed by the Seller; (vii) counterparts to the Partnership Interest Transfer Document New Supply Agreement, duly executed by ▇▇▇▇ Oil St. Lucia Terminal Holdings Limited, in its capacity as general partner of HOSLH LP, and Hess LLC, in its capacity as general partner of HOSLLPSifco; (viii) counterparts to reasonable documentation evidencing the Access Easements (A) termination of the Supply Agreement and the Port Reading Demolition Access Easement duly executed by SellerServices Agreement, (B) cancellation of the Promissory Note, and (C) cancellation of the Special Receivables Note; (ix) counterparts to a certificate meeting the Environmental Releases duly executed by Sellerrequirements of Treasury Regulations Section 1.897-2(h) and 1.1445-2(c)(3) certifying that the Units of the Company are not a U.S. real property interest; (x) counterparts to written confirmation from each Throughput and Storage Agreement substantially Person identified in Section 2.4(b)(x) of the form attached to this Agreement duly executed by SellerSeller Disclosure Letter of the matters set forth therein (collectively, the “Key Customer Assurances”); and (xi) a certificate representing duly executed letters of resignation, effective as of the Hess LLC InterestClosing Date, accompanied providing for the resignation of such directors and officers of the Company and its Subsidiary as designated by a written instrument of transfer executed by HOSLH LP transferring Purchaser at least three (3) Business Days prior to the Hess LLC Interest to Purchaser in the form attached hereto as Exhibit J.Closing. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Initial Purchase Price pursuant to Section 3.1(b)minus the Escrow Amount; (ii) certificates the Escrow Agreement, duly executed by Purchaser; (iii) the New Supply Agreement, duly executed by Purchaser; and (iv) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(aSection 6.3(a) and 7.3(b); (iiiSection 6.3(b) counterparts to the Conveyance Documents, duly executed by Purchaser or its applicable designee, to the extent such instruments require execution by Purchaser or its applicable designee; (iv) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Purchaser or its applicable designee; (v) counterparts to the Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Purchaser or its applicable designee, to the extent such Returns require execution by Purchaser or its applicable designee; (vi) a counterpart to the Transition Services Agreement duly executed by Purchaser; (vii) a counterpart to the Partnership Interest Transfer Document duly executed by Purchaser; (viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Purchaser; (ix) counterparts to the Environmental Releases duly executed by Purchaser; and (x) counterparts to each Throughput and Storage Agreement substantially in the form attached to this Agreement duly executed by Purchaserhereof.