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Wisconsin Asset Purchase Agreement

From July 2002 to July 1, 2006 between Murphy Oil USA, Inc. and International Union of Operating Engineers Local 305, as amended, which is the collective agreement in which the seller or one of its subsidiaries participates and covers unionized employees. “Environmental Insurance Policy” means the Environmental Insurance Policy to be underwritten by Buyer in accordance with Section 7.05(a)(i). The court notes that the purpose of the exception for fraudulent transactions “is to determine the actual intent of those who planned to transfer assets from the old company to the new company” and that the WUFTA does not regulate the exception for fraudulent transactions.32 The exception for fraudulent transactions was invented through hundreds of years of jurisprudence. WuFTA originated in England, and WUFTA exists independently of that jurisdiction.33 In addition, the fraudulent transaction exception and WUFTA have different purposes. The exemption for fraudulent transactions prevents companies from avoiding the liabilities of previous companies, while wuFTA is designed to “help creditors collect debts that may be frustrated by recent asset transfers.” 34 (b) Buyer shall, from the date of conclusion and subject to the terms of the collective agreement as amended (or a subsequent applicable collective agreement), assume the liabilities and coverage of medical and dental services after retirement for any employee transferred by the Union who chooses to retire from active service with Buyer or its affiliates after the date of completion (the “Purchaser Medical Services for the Buyer he retirees), in so far as this employee transferred by the union fulfils the conditions for coverage of medical and dental benefits after retirement provided for by or by the collective agreement. Buyer shall defend, indemnify and hold Seller and its affiliates against any claim, loss, liability or expense related to Buyer`s medical services for retirees or arising out of the claim of a retired unionized employee153 for benefits related to Buyer`s medical services for retirees. . . .