Common use of Purchase and Sale; Assignment and Assumption Clause in Contracts

Purchase and Sale; Assignment and Assumption. On the Second Closing Date, and subject to the terms and conditions set forth in this Agreement: (a) in consideration of the Subordinated Unit Purchase Price and the assignment of rights described in Section 3.1(c) below, Vitol agrees to sell to Charlesbank, and Charlesbank agrees to purchase from Vitol, the Purchased Subordinated Units, free and clear of any and all Encumbrances; (b) in consideration of the Escrow and GP Holdco Unit Purchase Price and the assignment of rights described in Section 3.1(c) below, (i) Vitol agrees to sell to Charlesbank, and Charlesbank agrees to purchase from Vitol, the Purchased GP Holdco Units, and (ii) Vitol agrees to assign and sell to Charlesbank, and Charlesbank hereby agrees to purchase and assume from Vitol, a 50% undivided interest in the Escrow Rights and Obligations, each free and clear of any and all Encumbrances; and (c) Vitol agrees to assign to Charlesbank the right to 50% of any proceeds received by Vitol (as assignee of Vitol Inc.) after the date hereof with respect to a successful claim for indemnification by Vitol under the Original Vitol Purchase Agreement (the “Indemnification Rights”).