CLMT SEC Reports means all periodic reports, current reports and
registration statements, including exhibits and schedules, filed by CLMT with, or furnished by CLMT to, the SEC from January 1, 2022 until the date of this Agreement.
CLMT Special Meeting means a special meeting of the Limited Partners, including any postponement, adjournments or
recesses thereof.
CLMT Unitholder Approval means the affirmative vote or consent of a Unit Majority, voting
together as a single class at the CLMT Special Meeting, in favor of the approval of the Conversion Agreement and the CLMT Merger contemplated thereby, and any other required approvals related thereto.
Closing has the meaning set forth in Section 3.01.
Closing Date has the meaning set forth in Section 3.01.
Code means the Internal Revenue Code of 1986, as amended from time to time.
Conflicts Committee means the conflicts committee of the CLMT Board.
Contract means any written contract, agreement, indenture, instrument, note, bond, loan, lease, easement, mortgage,
franchise, license agreement, binding bid or offer, binding term sheet or letter of intent or memorandum, commitment, letter of credit or any other legally binding arrangement, including any amendments or modifications thereof and waivers relating
thereto.
Conversion means the transactions specified on Exhibit A hereto.
Conversion Agreement has the meaning set forth in Section 2.01.
Debt Agreement means any indenture, mortgage, deed of trust, loan, credit or note purchase agreements, or
sale-leaseback agreements, guaranties, bonds, letters of credit, or similar financial agreements or other agreements or instruments governing indebtedness.
DLLCA means the Delaware Limited Liability Company Act, as amended from time to time.
DRULPA means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time.
D&O Insurance has the meaning set forth in Section 6.08.
Effective Time has the meaning set forth in Section 3.03.
Encumbrance means any mortgage, pledge, charge, hypothecation, easement, right of purchase, security interest, deed
of trust, encumbrance, interest, option, lien, right of first refusal, right of way, defect in title, encroachments or other restriction, whether or not imposed by operation of any Applicable Law, any voting trust or voting agreement, stockholder
agreement or proxy.
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