Common use of Real Property and Tangible Personal Property Clause in Contracts

Real Property and Tangible Personal Property. (a) Premcor Refining has (i) good, marketable and indefeasible title to that Real Property which it owns in fee; and (ii) a valid leasehold interest in that Real Property which it leases subject to the terms of the Real Property Leases; in each case, free and clear of all Liens other than the Permitted Liens. (b) Except as set forth in Section 3.4(b) of the Disclosure Schedules, Premcor Pipeline has either good and indefeasible title to, or a valid right to use under and subject to the terms of the Rights of Way, all real property on which the Pipeline is located; in each case, free and clear of all Liens other than the Permitted Liens. (c) Subject to any Third Person Consent or Authorization for the transfer and assignment from a Seller to a Buyer, each Seller owns, leases or has the legal right to use (or in the case of contract rights, receive the benefits of) all Tangible Personal Property, free and clear of all Liens except Permitted Liens. (d) Except as set forth in Section 3.4(d) of the Disclosure Schedules, (i) to Sellers’ Knowledge, all Real Property Leases represent valid, binding and enforceable agreements of Premcor Refining subject to the terms thereof; and (ii) Premcor Refining is not in material default under any Real Property Leases to which it is a party nor to the Knowledge of Sellers is there any event or circumstance that solely with the giving of notice or the lapse of time or both would constitute a material default under any such Real Property Leases. (e) Section 3.4(e) of the Disclosure Schedules lists all material fixed assets comprising the Terminal Assets and the Pipeline as of the Execution Date, other than the Excluded Assets. All of the assets on Section 3.4(e) of the Disclosure Schedules are owned by either Premcor Refining (with respect to Terminal assets) or Premcor Pipeline (with respect to Pipeline assets). (f) Section 1.1(b) of the Disclosure Schedules lists all material fixed assets comprising the Refining Assets as of the Execution Date, other than the Excluded Assets. All of the assets on Section 1.1(b) of the Disclosure Schedules are owned by Premcor Refining. (g) Except as would not reasonably be expected to have a Material Adverse Effect, to Sellers’ Knowledge, (i) the use and operation of the Real Property, Real Property Leases and Rights of Way in the conduct of the Sellers’ Business (A) as currently conducted does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit, Authorization or agreement, and (B) as conducted prior to the Shutdown did not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit, Authorization or agreement, and (ii) no material improvements constituting a part of the Real Property, Real Property Leases or Pipeline materially encroach on real property owned or leased by a Person other than the Sellers. There is no Litigation pending nor, to the Sellers’ Knowledge, are any Claims or Litigation threatened against or affecting the Real Property, Real Property Leases or Right of Way or any portion thereof or interest therein, which Litigation or Claims are in the nature or in lieu of condemnation or eminent domain proceedings.

Real Property and Tangible Personal Property. Schedule 2.1(d) lists and describes briefly all of the Business Real Property owned in fee or leased by Seller and used primarily or exclusively in the conduct of the Business and identifies the record title holder of all such real property. Schedule 5.10 sets forth a true, correct and complete list, as of the date of this Agreement, of all Contracts, including the Lease Agreements, pursuant to which Seller occupies or uses such real property. Seller has delivered to Buyer true, correct and complete copies of all such Contracts. (a) Premcor Refining has (iSchedule 2.1(a) goodsets forth a list, marketable and indefeasible title to that Real Property which it owns in fee; and (ii) a valid leasehold interest in that Real Property which it leases subject to the terms as of the Real Property Leases; in date of this Agreement, of each case, free and clear material item of all Liens other than the Permitted LiensBusiness Tangible Property. (b) Except as set forth in Section 3.4(b) of the Disclosure Schedules, Premcor Pipeline Seller has either good and indefeasible marketable title to, or a valid right to use under and subject to the terms leasehold interest in, all of the Rights of Way, all real property on which the Pipeline is located; in each caseAssets, free and clear of all Liens any Liens, other than the Permitted Liens. (c) Subject to any Third Person Consent or Authorization The material items of Business Tangible Property capitalized on the Closing Statement of Assets and Liabilities have been maintained in accordance with Seller's normal practice and are in usable condition for the transfer operation of the Business, ordinary wear and assignment from a Seller to a Buyer, each Seller owns, leases or has the legal right to use (or in the case of contract rights, receive the benefits of) all Tangible Personal Property, free tear and clear of all Liens except Permitted Liensaging excepted. (d) Except as set forth All buildings and plants utilized by Seller in Section 3.4(d) the conduct of the Disclosure SchedulesBusiness immediately prior to the date of this Agreement are in substantially good operating condition and repair, (i) to Sellers’ Knowledge, all Real Property Leases represent valid, binding and enforceable agreements of Premcor Refining subject to the terms thereof; continued repair and (ii) Premcor Refining is not replacement in material default under any Real Property Leases to which it is a party nor to the Knowledge of Sellers is there any event or circumstance that solely accordance with the giving of notice or the lapse of time or both would constitute a material default under any such Real Property Leasespast practice. (e) Section 3.4(e) There is not under any of the Disclosure Schedules lists all material fixed assets comprising Lease Agreements any existing default on the Terminal Assets part of Seller or, to the Knowledge of Seller, any other party thereto, nor any facts which, with the passage of time or notice of default or both, would constitute such a default. The rental amount set forth in each Lease Agreement represents the actual rental amounts being paid, and the Pipeline as of the Execution Date, other than the Excluded Assets. All of the assets on Section 3.4(e) of the Disclosure Schedules there are owned by either Premcor Refining (with respect to Terminal assets) no separate agreements or Premcor Pipeline (with respect to Pipeline assets)understandings amending or modifying such rental amounts. (f) Section 1.1(b) As of the Disclosure Schedules lists all material fixed assets comprising date of this Agreement, Seller has not received notice of any condemnation proceedings or eminent domain proceedings of any kind pending against the Refining Assets as of the Execution Date, other than the Excluded Assets. All of the assets on Section 1.1(b) of the Disclosure Schedules are owned by Premcor RefiningBusiness Real Property or any portion thereof. (g) Except as would Seller has not reasonably be expected to have a Material Adverse Effect, to Sellers’ Knowledge, received any extant notice alleging that the improvements comprising part of the Business Real Property violate: (i) the use and operation of the Real Propertyany applicable deed restrictions or applicable covenants, Real Property Leases and Rights of Way in the conduct of the Sellers’ Business (A) as currently conducted does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit, Authorization restrictions or agreement, and (B) as conducted prior to the Shutdown did not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit, Authorization or agreement, and other similar agreements; (ii) no material improvements constituting a part of the Real Propertyany existing site plan approvals, Real Property Leases zoning or Pipeline materially encroach on real property owned subdivision regulations; or leased (iii) any urban redevelopment plans, as modified by a Person other than the Sellers. There is no Litigation pending nor, to the Sellers’ Knowledge, are any Claims or Litigation threatened against or affecting the Real Property, Real Property Leases or Right of Way or any portion thereof or interest therein, which Litigation or Claims are in the nature or in lieu of condemnation or eminent domain proceedingsduly issued variances.