CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. The following shall be completed immediately following the Effective Time in the order set forth herein:
CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. Effective as of, and subject to, the closing of the Partnership’s initial public offering of its Common Units, the following shall occur in the order set forth herein:
CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. Unless otherwise indicated, the following shall be completed at the Effective Time:
CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. The following shall be completed immediately following the Effective Time in the order set forth herein:
Section 2.1 Contribution by Field Services of its 100% Limited Liability Company Interest in Rendezvous Pipeline and 78% Limited Liability Company Interest in Rendezvous Gas to QEP Gathering. Field Services hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to QEP Gathering its (i) 100% limited liability company interest in Rendezvous Pipeline (the “Rendezvous Pipeline Interest”) and (ii) 78% limited liability company interest in Rendezvous Gas (the “Rendezvous Gas Interest”), in each case as a capital contribution, and QEP Gathering hereby accepts the Rendezvous Pipeline Interest and the Rendezvous Gas Interest (the “Gathering Contribution”). Notwithstanding anything in the Operating Agreement of Rendezvous Pipeline, dated as of January 20, 2006 (the “Rendezvous Pipeline Agreement”) or the Limited Liability Company Operating Agreement of Rendezvous Gas, dated as of September 12, 2001 (the “Rendezvous Gas Agreement”) to the contrary, as applicable, pursuant to the Gathering Contribution (i) QEP Gathering is hereby admitted as a member of each of Rendezvous Pipeline and Rendezvous Gas and agrees that it is bound by the Rendezvous Pipeline Agreement and the Rendezvous Gas Agreement, as the sole member of Rendezvous Pipeline and a member of Rendezvous Gas, respectively, (ii) Field Services hereby ceases to be a member of each of Rendezvous Pipeline and Rendezvous Gas immediately following QEP Gathering’s admission to each as described in (i), and (iii) both Rendezvous Pipeline and Rendezvous Gas hereby continue without dissolution with QEP Gathering as a member of each.
Section 2.2 Contribution by Field Services of its 100% Limited Liability Company Interest in QEP Gathering and 50% Limited Liability Company Interest in Three Rivers to OLLC. Field Services hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to OLLC its (i) 100% limited liability company interest in QEP Gathering (the “QEP Gathering Interest”) and (ii) 50% limited liability company interest in Three Rivers (the “Three Rivers Interest”), in each case as a capital contribution and in exchange for OLLC assuming the Existing Debt, and OLLC hereby accepts the QEP Gathering Interest and the Three Rivers Interest (the “Field Services Contribution”) and assumes the Existing Debt. Notwithstanding anything in the Limited Lia...
CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. Concurrently with, and effective upon, the execution of this Agreement:
CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. Unless otherwise indicated, the following shall be completed either at the Effective Time or immediately following the Effective Time in the order set forth herein:
Section 2.1 Distribution by CEP SBG of the SBG Distribution Interest to the OLLC. CEP SBG hereby distributes, assigns, transfers, sets over and delivers to the OLLC, its successors and its assigns, for its and their own use forever, all right, title and interest in and to its (i) 100% limited liability company interest in SBG Sheridan Facility LLC and (ii) 100% limited liability company interest in Prairie Lakes LLC. The OLLC hereby accepts the SBG Distribution Interest. Notwithstanding anything in the Amended and Restated Operating Agreement of SBG Sheridan Facility LLC, dated as of January 1, 2013 (the “SBG Sheridan Agreement”), or the Amended and Restated Member Control Agreement of Prairie Lakes LLC, dated as of January 1, 2013 (the “Prairie Lakes Agreement”), to the contrary, pursuant to this distribution (i) the OLLC is hereby admitted as the sole member of both SBG Sheridan Facility LLC and Prairie Lakes LLC and agrees that it is bound by the SBG Sheridan Agreement and the Prairie Lakes Agreement, (ii) CEP SBG hereby ceases to be the sole member of both SBG Sheridan Facility LLC and Prairie Lakes LLC immediately following the OLLC’s admission as described in (i), and (iii) SBG Sheridan Facility LLC and Prairie Lakes LLC hereby continue without dissolution with the OLLC as the sole member of each.
CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. The following shall be completed immediately following the Effective Time in the order set forth herein:
Section 2.1 Contribution by Holdings of its 100% Limited Liability Company Interest in Southcross GP and Southcross LP to OLLC. Holdings hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to OLLC, its successors and its assigns, for its and their own use forever, all right, title and interest in and to its 100% limited liability company interest in each of Southcross GP and Southcross LP as a capital contribution, and OLLC hereby accepts the 100% limited liability company interest in both Southcross GP and Southcross LP (the “Southcross Contribution”). Notwithstanding anything in the Limited Liability Company Agreement of Southcross GP, dated as of June 12, 2009 (the “Southcross GP Agreement”) or the Limited Liability Company Agreement of Southcross LP, dated as of June 12, 2009 (the “Southcross LP Agreement”) to the contrary, as applicable, pursuant to the Southcross Contribution, (i) OLLC is hereby admitted as a member of each of Southcross GP and Southcross LP and agrees that it is bound by the Southcross GP Agreement, and the Southcross LP Agreement, as the sole member of each of Southcross GP and Southcross LP, respectively, (ii) Holdings hereby ceases to be a member of each of Southcross GP and Southcross LP immediately following OLLC’s admission to each as described in (i), and (iii) both Southcross GP and Southcross LP hereby continue without dissolution with OLLC as sole member of each.
CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. The following shall be completed immediately following the Effective Time in the order set forth herein:
Section 2.1 Contribution by EQT of its 97.25% Limited Partner Interest in Equitrans to Investments Holdings. EQT hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Investments Holdings, its successors and its assigns, for its and their own use forever, all right, title and interest in and to its 97.25% limited partner interest in Equitrans as a capital contribution, in exchange for the continuation of its 100% ownership interest in Investments Holdings, and Investments Holdings hereby accepts the 97.25% limited partner interest.
Section 2.2 Contribution by Investments Holdings of 3.0073% out of its 97.25% Limited Partner Interest in Equitrans to the General Partner. Investments Holdings hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the General Partner, its successors and its assigns, for its and their own use forever, all right, title and interest in and to the GP Limited Partner Interest in exchange for the continuation of its 100% ownership interest in the General Partner, and the General Partner hereby accepts the GP Limited Partner Interest.
Section 2.3 Contribution by Investments Holdings of the remaining 94.2427% Limited Partner Interest in Equitrans to Midstream Investments. Investments Holdings hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Midstream Investments, its successors and its assigns, for its and their own use forever, all right, title and interest in and to the LP Limited Partner Interest in exchange for the continuation of its 100% ownership interest in Midstream Investments, and Midstream Investments hereby accepts the LP Limited Partner Interest.
Section 2.4 Conveyance by Blue Grass of its 2.75% General Partner Interest in Equitrans to Investments Holdings. Blue Grass hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Investments Holdings, its successors and its assigns, for its and their own use forever, all right, title and interest in and to its 2.75% general partner interest in Equitrans, and Investments Holdings hereby accepts the 2.75% general partner interest.
Section 2.5 Contribution by Investments Holdings of 0.0850% out of its 2.75% General Partner Interest in Equitrans to the General Partner. Investments Holdings hereby grants, contributes, bargai...
CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. Effective as of, and subject to, the closing of the Partnership’s initial public offering of its Common Units, the following shall occur in the order set forth herein:
Section 2.1 Recapitalization of the Initial LP Interest and the Initial GP Interest. NRGY hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership, its successors and assigns, for its and their own use forever, all right, title and interest in and to the Initial LP Interest, as a recapitalization of NRGY’s interest in the Partnership, in exchange for (i) [—] Common Units representing a [—]% limited partner interest in the Partnership (based upon the number of Common Units expected to be outstanding following the expiration of the Over-Allotment Option period), (ii) the right to receive a distribution from the Partnership of $[—] million as reimbursement of pre-formation capital expenditures with respect to the Partnership’s assets, (iii) the issuance to MGP of all of the Incentive Distribution Rights in the Partnership, (iv) the Partnership’s assumption of the Assumed Debt pursuant to the PM Assignment and Assumption Agreement, and (v) the right to receive, upon the earlier to occur of the expiration of the Over-Allotment Option period or the exercise in full of the Over-Allotment Option, (A) a number of additional Common Units that is equal to the excess, if any, of (x) [—] over (y) the aggregate number of Common Units, if any, actually purchased by and issued to the Underwriters pursuant to the exercise of the Over-Allotment Option on the Option Closing Date(s), and (B) a distribution in an amount equal to the aggregate amount of cash, if any, contributed by the Underwriters to the Partnership on the Option Closing Date(s) with respect to Common Units purchased by and issued to the Underwriters pursuant to each exercise of the Over-Allotment Option, if any. The Partnership hereby accepts the Initial LP Interest, as a recapitalization of NRGY’s interest in the Partnership. The General Partner hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership, its successors and assigns, for its and their own use forever, all right, title and interest in and to the Initial GP Interest, as a recapitalization of the General Partner’s interest in the Partnership, in exchange for a non-economic general partner interest in the Partnership. The Partnership hereby accepts the Initial GP Interest, as a reca...
CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. The following shall be completed immediately following the Effective Time in the order set forth herein:
Section 2.1 Contribution by EQT of its 97.25% Limited Partner Interest in Equitrans to Investments Holdings. EQT hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Investments Holdings, its successors and its assigns, for its and their own use forever, all right, title and interest in and to its 97.25% limited partner interest in Equitrans as a capital contribution, in exchange for the continuation of its 100% ownership interest in Investments Holdings, and Investments Holdings hereby accepts the 97.25% limited partner interest.
Section 2.2 Contribution by Investments Holdings of [ ]% of its 97.25% Limited Partner Interest in Equitrans to the General Partner. Investments Holdings hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the General Partner, its successors and its assigns, for its and their own use forever, all right, title and interest in and to the GP Limited Partner Interest in exchange for the continuation of its 100% ownership interest in the General Partner, and the General Partner hereby accepts the GP Limited Partner Interest.
