Common use of Cooperation for Litigation Clause in Contracts

Cooperation for Litigation. and Other Actions 20 6.5 Retention of and Access to Books and Records 20 6.6 Tanks Under Construction 21 6.7 NYSE 21 ARTICLE VII INDEMNIFICATION 21 7.1 Indemnification 21 7.2 Defense of Third-Party Claims 21 7.3 Direct Claims 22 7.4 Limitations 23 7.5 Remedies Under Ancillary Documents 23 7.6 Tax Related Adjustments and Tax Reporting of Transactions 23 7.7 Express Negligence Rule 24 ARTICLE VIII MISCELLANEOUS 24 8.1 WAIVERS AND DISCLAIMERS 24 8.2 Expenses 25 8.3 Notices 25 8.4 Severability 26 8.5 Governing Law 26 8.6 Confidentiality 26 8.7 Parties in Interest 27 8.8 Assignment of Agreement 27 8.9 Captions 27 8.10 Counterparts 27 8.11 Integration 28 8.12 Amendment; Waiver 28 ARTICLE IX INTERPRETATION 28 9.1 Interpretation 28 9.2 References, Gender, Number 29 Exhibit A — Amended and Restated Omnibus Agreement Schedules Exhibit B — Terminaling Services Schedule (Houston Terminal) Exhibit C — Terminaling Services Schedule (St. ▇▇▇▇▇▇▇ Terminal) Exhibit D-1 — Houston Lease Agreement Exhibit D-2 — St. ▇▇▇▇▇▇▇ Lease Agreement Exhibit E — Assignment Document Exhibit F — Amended and Restated Services and Secondment Agreement Exhibit G — Intercompany Loan Agreement Exhibit H-2 — St. ▇▇▇▇▇▇▇ Assignment THIS CONTRIBUTION AGREEMENT (this “Agreement”), is entered into on March 1, 2015, by and among Valero Refining-New Orleans, L.L.C., a Delaware limited liability company (“VRNO”), Valero Terminaling and Distribution Company, a Delaware corporation (“VTDC” and, together with VRNO, the “Contributors”), and Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

Cooperation for Litigation. and Other Actions 20 6.5 Retention of and Access to Books and Records 20 6.6 Tanks Under Construction 21 20 6.7 NYSE 21 ARTICLE VII INDEMNIFICATION 21 7.1 Indemnification 21 7.2 Defense of Third-Party Claims 21 7.3 Direct Claims 22 7.4 Limitations 23 22 7.5 Remedies Under Ancillary Documents 23 7.6 Tax Related Adjustments and Tax Reporting of Transactions 23 7.7 Express Negligence Rule 24 ARTICLE VIII MISCELLANEOUS 24 8.1 WAIVERS AND DISCLAIMERS 24 8.2 Expenses 25 8.3 Notices 25 8.4 Severability 26 8.5 Governing Law 26 8.6 Confidentiality 26 8.7 Parties in Interest 27 8.8 Assignment of Agreement 27 8.9 Captions 27 8.10 Counterparts 27 8.11 Integration 28 27 8.12 Amendment; Waiver 28 27 ARTICLE IX INTERPRETATION 28 9.1 Interpretation 28 9.2 References, Gender, Number 29 28 Exhibit A — Amended and Restated Omnibus Agreement Schedules Exhibit B — Terminaling Terminal Services Schedule (Houston TerminalCorpus East and West Terminals) Exhibit C C-1 — Terminaling Services Schedule (St. ▇▇▇▇▇▇▇ Terminal) Exhibit D-1 — Houston Corpus East Lease Agreement Exhibit D-2 C-2 — St. ▇▇▇▇▇▇▇ Corpus West Lease Agreement Exhibit E D — Assignment Document Exhibit F E — Amended and Restated Services and Secondment Exhibits Exhibit F — Subordinated Credit Agreement Exhibit G G-1 — Intercompany Loan Agreement Corpus East Assignment Exhibit H-2 G-2 — St. ▇▇▇▇▇▇▇ Corpus West Assignment THIS CONTRIBUTION TRANSACTION AGREEMENT (this “Agreement”), is entered into on March October 1, 2015, by and among Valero Refining-New Orleans, L.L.C., a Delaware limited liability company (“VRNO”), between Valero Terminaling and Distribution Company, a Delaware corporation (“VTDC” and, together with VRNO, the “Contributors”), and Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”