Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o Barclays Capital Inc., 745 7th Avenue, 5th Floor, New York, NY 10019, Attention: Syndicate Registration (fax no. 646-834-8133), Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Coun
...sel (fax no. 1-646-291-1469), Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention: Registration Department, and RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Transaction Management Group (fax no. (212) 428-6308). Notices to any Partnership Party shall be given to it at 2331 CityWest Boulevard, Houston, Texas 77042; Attention: General Partner. (b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof. (c) Submission to Jurisdiction. Except as set forth below, no claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Partnership Parties each consent to the jurisdiction of such courts and personal service with respect thereto. The Partnership Parties hereby consent to personal jurisdiction, service and venue in any court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each Underwriter and each of the Partnership Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its securityholders and affiliates) waive all right to trial by jury in any action, 27 proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Partnership Parties each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon each such Partnership Party and may be enforced in any other courts the jurisdiction of which each such Partnership Party is or may be subject, by suit upon such judgment. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent to or approval of any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
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Miscellaneous. (a)
Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. 32 (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Repres
...entatives c/o Barclays Capital Inc., 745 7th Seventh Avenue, 5th New York, New York 10019, Attention: Syndicate Registration, Facsimile No. : (646) 834-8133; Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010, Attention: IBCM Legal, Facsimile No. : (212) 325-4296; Mizuho Securities USA LLC, 320 Park Avenue, New York, New York 10022, Attention: Debt Capital Markets, Facsimile No. : (212) 205-7812; and MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, NY 10019, New York 10020, Attention: Syndicate Registration (fax no. 646-834-8133), Citigroup Global Capital Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel (fax no. 1-646-291-1469), Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention: Registration Department, and RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Transaction Management Group (fax no. (212) 428-6308). Group, Facsimile No. : (646) 434-3455. Notices to any Partnership Party shall be given to it at 2331 CityWest Boulevard, Houston, Texas 77042; One Valero Way, San Antonio, TX 78249, Attention: General Partner. (b) Counsel, Facsimile No. : (210) 345-3214, with a copy to (which shall not constitute notice) Baker Botts L.L.P., 910 Louisiana St., Houston, TX 77002, Attention: Jeremy Moore, Facsimile No. : (713) 229-2826. (a) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict conflicts of laws law principles thereof. (c) (b) Submission to Jurisdiction. Except as set forth below, no claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Partnership Parties each consent to the jurisdiction of such courts and personal service with respect thereto. The Partnership Parties hereby consent to personal jurisdiction, service and venue in any court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each Underwriter and each of the Partnership Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its securityholders and affiliates) waive all right to trial by jury in any action, 27 proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Partnership Parties each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon each such Partnership Party and may be enforced in any other courts the jurisdiction of which each such Partnership Party is or may be subject, by suit upon such judgment. (d) (c) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) (d) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent to or approval of to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) 33 (e) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
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Miscellaneous. (a)
Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Represent
...atives c/o Barclays Capital Inc., 745 7th J.P. Morgan Securities LLC, 383 Madison Avenue, 5th Floor, New York, NY 10019, 10179, Attention: Investment Grade Syndicate Registration (fax no. 646-834-8133), Citigroup Global Markets Inc., 388 Greenwich Street, Desk – 3rd floor, Facsimile No. : (212) 834-6081; Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01, New York, NY 10013, New York 10020, Facsimile No. : (646) 855-5958, Attention: General Counsel (fax no. 1-646-291-1469), Goldman Sachs High Grade Transaction Management/Legal; and Morgan Stanley & Co. LLC, 200 West Street, 1585 Broadway New York, NY 10282, New York 10036, Attention: Registration Department, and RBC Global Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Transaction Management Group (fax no. (212) 428-6308). Markets Syndicate Desk, Facsimile No. : (714) 755-8290. Notices to any Partnership Party shall be given to it at 2331 CityWest Boulevard, Houston, Texas 77042; One Valero Way, San Antonio, TX 78249, Attention: General Partner. (b) Counsel, Facsimile No. : (210) 345-3214, with a copy to (which shall not constitute notice) Baker Botts L.L.P., 910 Louisiana St., Houston, TX 77002, Attention: Gerald M. Spedale, Facsimile No. : (713) 229-7734. 32 (c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict conflicts of laws law principles thereof. (c) (d) Submission to Jurisdiction. Except as set forth below, no claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Partnership Parties each consent to the jurisdiction of such courts and personal service with respect thereto. The Partnership Parties hereby consent to personal jurisdiction, service and venue in any court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each Underwriter and each of the Partnership Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its securityholders and affiliates) waive all right to trial by jury in any action, 27 proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Partnership Parties each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon each such Partnership Party and may be enforced in any other courts the jurisdiction of which each such Partnership Party is or may be subject, by suit upon such judgment. (d) (e) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent to or approval of to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
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Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of
27 telecommunication. Notices to the Underwriters shall be given to the Representatives c/o
Barclays Capital Inc., 745 7th Avenue, 5th Floor, New York, NY 10019, Attention: Syndicate Registration (fax no. 646-834-8133), Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General C
...ounsel (fax no. 1-646-291-1469), Goldman Sachs & Co. LLC, 200 West MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention: Capital Markets Group, Fax: (646) 434-3455, Scotia Capital (USA) Inc., 250 Vesey Street, New York, NY 10282, New York 10281, Attention: Registration Department, and RBC Debt Capital Markets, Fax: (212) 225-6550 and TD Securities (USA) LLC, Brookfield Place, 200 Vesey 31 W. 52nd Street, 8th 2nd Floor, New York, NY 10281, Attention: 10019, Attn: Transaction Management Group (fax no. (212) 428-6308). Group. Notices to any Partnership Party shall be given to it at 2331 CityWest Boulevard, P.O. Box 4428, Houston, Texas 77042; 77210 (fax: 832-765-9870); Attention: General Partner. Michael L. Riggs. (b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof. (c) Submission to Jurisdiction. Except as set forth below, no claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Partnership Parties each consent to the jurisdiction of such courts and personal service with respect thereto. The Partnership Parties hereby consent to personal jurisdiction, service and venue in any court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each Underwriter and each of the Partnership Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its securityholders and affiliates) waive all right to trial by jury in any action, 27 proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Partnership Parties each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon each such Partnership Party and may be enforced in any other courts the jurisdiction of which each such Partnership Party is or may be subject, by suit upon such judgment. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent to or approval of any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. 28 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PHILLIPS 66 PARTNERS LP By: Phillips 66 Partners GP LLC, its General Partner By: /s/ John D. Zuklic Name: John D. Zuklic Title: Vice President & Treasurer PHILLIPS 66 PARTNERS GP LLC By: /s/ J.T. Liberti Name: J.T.
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Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the
Representatives Representative c/o
Barclays Capital Inc., 745 7th J.P. Morgan Securities LLC, 383 Madison Avenue,
5th Floor, New York,
NY 10019, Attention: New York 10179 (fax: (212) 622-8358); Attention Equity Syndicate
Registration (fax no. 6...46-834-8133), Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel (fax no. 1-646-291-1469), Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention: Registration Department, and RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Transaction Management Group (fax no. (212) 428-6308). Desk. Notices to any Partnership Party shall be given to it at 2331 CityWest Boulevard, Houston, Texas 77042; One Valero Way, San Antonio, TX 78249, Attention: General Partner. Counsel, Facsimile No. : (210) 345-3214, with a copy to (which shall not constitute notice) Baker Botts L.L.P., 910 Louisiana St., Houston, TX 77002, Attention: Gerald M. Spedale, Facsimile No. : (713) 229-7734. (b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws law of the State of New York without regard to the conflict conflicts of laws law principles thereof. (c) Submission to Jurisdiction. Except as set forth below, no claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Partnership Parties each consent to the jurisdiction of such courts and personal service with respect thereto. The Partnership Parties hereby consent to personal jurisdiction, service and venue in any court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each Underwriter and each of the Partnership Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its securityholders and affiliates) waive all right to trial by jury in any action, 27 proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Partnership Parties each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon each such Partnership Party and may be enforced in any other courts the jurisdiction of which each such Partnership Party is or may be subject, by suit upon such judgment. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent to or approval of to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
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