Common use of Contributions by Initial Limited Partners Clause in Contracts

Contributions by Initial Limited Partners. (a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall contribute to the Partnership cash in an amount equal to the Issue Price per Initial Common Unit, multiplied by the number of Common Units specified in the Underwriting Agreement to be purchased by such Underwriter at the Closing Date. In exchange for such Capital Contributions by the Underwriters, the Partnership shall issue Common Units to each Underwriter on whose behalf such Capital Contribution is made in an amount equal to the quotient obtained by dividing (i) the cash contribution to the Partnership by or on behalf of such Underwriter by (ii) the Issue Price per Initial Common Unit. (b) Upon the exercise of the Over-Allotment Option, each Underwriter shall contribute to the Partnership cash in an amount equal to the Issue Price per Initial Common Unit, multiplied by the number of Common Units to be purchased by such Underwriter at the Option Closing Date. In exchange for such Capital Contributions by the Underwriters, the Partnership shall issue Common Units to each Underwriter on whose behalf such Capital Contribution is made in an amount equal to the quotient obtained by dividing (i) the cash contributions to the Partnership by or on behalf of such Underwriter by (ii) the Issue Price per Initial Common Unit. Upon receipt by the Partnership of the Capital Contributions from the Underwriters as provided in this Section 5.3(b), the Partnership shall use such cash to redeem, on a Pro Rata basis, from Chelsea Terminal Limited Partnership, Sandwich Terminal, L.L.C., Global Petroleum Corp., Montello Oil Corporation, ▇▇▇▇▇ Holdings LLC and ▇▇▇▇▇ Holdings II LLC that number of Common Units held by Chelsea Terminal Limited Partnership, Sandwich Terminal, L.L.C., Global Petroleum Corp., Montello Oil Corporation, ▇▇▇▇▇ Holdings LLC and ▇▇▇▇▇ Holdings II LLC, respectively, equal to the number of Common Units issued to the Underwriters as provided in this Section 5.3(b). (c) No Limited Partner Interests will be issued or issuable as of or at the Closing Date other than (i) the Common Units issuable pursuant to subparagraph (a) hereof in aggregate number equal to 4,900,000, (ii) the “Option Units” as such term is used in the Underwriting Agreement in an aggregate number up to 735,000 issuable upon exercise of the Over-Allotment Option pursuant to subparagraph (b) hereof, (iii) the 5,642,424 Subordinated Units issuable to pursuant to Section 5.2 hereof, (iv) the 735,000 Common Units issuable pursuant to Section 5.2 hereof, and (v) the Incentive Distribution Rights.

Contributions by Initial Limited Partners. (a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall contribute contributed to the Partnership cash in an amount equal to the Issue Price per Initial Common Unit, multiplied by the number of Common Units specified in the Underwriting Agreement to be purchased by such Underwriter at the Closing Date. In exchange for such Capital Contributions by the Underwriters, the Partnership shall issue issued Common Units to each Underwriter on whose behalf such Capital Contribution is was made in an amount equal to the quotient obtained by dividing (i) the cash contribution to the Partnership by or on behalf of such Underwriter by (ii) the Issue Price per Initial Common Unit. (b) Upon the exercise of the Over-Allotment Option, each Underwriter shall contribute contributed to the Partnership cash in an amount equal to the Issue Price per Initial Common Unit, multiplied by the number of Common Units to be purchased by such Underwriter at the Option Closing Date. In exchange for such Capital Contributions by the Underwriters, the Partnership shall issue issued Common Units to each Underwriter on whose behalf such Capital Contribution is made in an amount equal to the quotient obtained by dividing (i) the cash contributions to the Partnership by or on behalf of such Underwriter by (ii) the Issue Price per Initial Common Unit. Upon receipt by the Partnership of the Capital Contributions from the Underwriters as provided in this Section 5.3(b), the Partnership shall use used such cash to redeempurchase United States Treasury and other qualifying securities, which were assigned as collateral to secure borrowings that were, in turn, used to redeem at the Issue Price per Initial Common Unit, on a Pro Rata basis, from Chelsea Terminal Limited PartnershipDCP LP Holdings, Sandwich Terminal, L.L.C., Global Petroleum Corp., Montello Oil Corporation, ▇▇▇▇▇ Holdings LLC and ▇▇▇▇▇ Holdings II LLC LP that number of Common Units held by Chelsea Terminal Limited PartnershipDCP LP Holdings, Sandwich Terminal, L.L.C., Global Petroleum Corp., Montello Oil Corporation, ▇▇▇▇▇ Holdings LLC and ▇▇▇▇▇ Holdings II LLC, respectively, LP equal to the number of Common Units issued to the Underwriters as provided in this Section 5.3(b). (c) No Limited Partner Interests will be were issued or issuable as of or at the Closing Date other than (i) the Common Units issuable pursuant to subparagraph (a) hereof in aggregate number equal to 4,900,0009,000,000, (ii) the “Option Units” as such term is used in the Underwriting Agreement in an aggregate number up to 735,000 1,350,000 issuable upon exercise of the Over-Allotment Option pursuant to subparagraph (b) hereof, (iii) the 5,642,424 7,142,857 Subordinated Units issuable to pursuant to Section 5.2 hereof, (iv) the 735,000 1,357,143 Common Units issuable pursuant to Section 5.2 hereof, and (v) the Incentive Distribution Rights.

Contributions by Initial Limited Partners. (a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall contribute pay to the Partnership cash in an amount equal to the Issue Price per Initial Common Unit, multiplied by the number of Common Units specified in the Underwriting Agreement to be purchased by such Underwriter at the Closing Date. Each Underwriter's payment of cash to the Partnership pursuant to the preceding sentence shall be regarded as representing (i) a contribution by such Underwriter to the Partnership in an amount equal to the Initial Unit Price per Initial Common Unit multiplied by the number of Common Units purchased by such Underwriter at the Closing Date and (ii) a payment by the Partnership to such Underwriter of the underwriting discount and commissions in an amount equal to (A) the excess of the Initial Unit Price over the Issue Price multiplied by (B) the number of Common Units purchased by such Underwriter at the Closing Date. In exchange for such Capital Contributions by the Underwriters, the Partnership shall issue Common Units to each Underwriter on whose behalf such Capital Contribution is made in an amount equal to the quotient obtained by dividing (i) the cash contribution paid to the Partnership by or on behalf of such Underwriter by (ii) the Issue Price per Initial Common Unit. (b) Notwithstanding anything else herein contained, all of the proceeds received by the Partnership from the issuance of Common Units pursuant to Section 5.3(a) will be contributed to the Operating Partnership. (c) Upon the exercise of the Over-Allotment Option, each Underwriter shall contribute pay to the Partnership cash in an amount equal to the Issue Price per Initial Common Unit, multiplied by the number of Common Units specified in the Underwriting Agreement to be purchased by such Underwriter at the Option Closing Date. Each Underwriter's payment of cash to the Partnership pursuant to the preceding sentence shall be regarded as representing (i) a contribution by such Underwriter to the Partnership in an amount equal to the Initial Unit Price per Initial Common Unit multiplied by the number of Common Units purchased by such Underwriter at the Option Closing Date and (ii) a payment by the Partnership to such Underwriter of the underwriting discount and commissions in an amount equal to (A) the excess of the Initial Unit Price over the Issue Price multiplied by (B) the number of Common Units purchased by such Underwriter at the Option Closing Date. In exchange for such Capital Contributions by the Underwriters, the Partnership shall issue Common Units to each Underwriter on whose behalf such Capital Contribution is made in an amount equal to the quotient obtained by dividing (i) the cash contributions paid to the Partnership by or on behalf of such Underwriter by (ii) the Issue Price per Initial Common Unit. Upon receipt by the Partnership of the Capital Contributions from the Underwriters as provided in this Section 5.3(b5.3(c), the Partnership shall use contribute such cash to redeem, on a Pro Rata basis, from Chelsea Terminal Limited the Operating Partnership to pay down debt of the Operating Partnership, Sandwich Terminal, L.L.C., Global Petroleum Corp., Montello Oil Corporation, ▇▇▇▇▇ Holdings LLC and ▇▇▇▇▇ Holdings II LLC that number of Common Units held by Chelsea Terminal Limited Partnership, Sandwich Terminal, L.L.C., Global Petroleum Corp., Montello Oil Corporation, ▇▇▇▇▇ Holdings LLC and ▇▇▇▇▇ Holdings II LLC, respectively, equal to the number of Common Units issued to the Underwriters as provided in this Section 5.3(b). (cd) No Limited Partner Interests will be issued or issuable as of or at the Closing Date other than (i) the Common Units issuable pursuant to subparagraph (a) hereof in aggregate number equal to 4,900,0004,000,000, (ii) the “Option Units” "ADDITIONAL UNITS" as such term is used in the Underwriting Agreement in an aggregate number up to 735,000 675,000 issuable upon exercise of the Over-Allotment Option pursuant to subparagraph (bc) hereof, (iii) the 5,642,424 Subordinated 4,424,322 Common Units issuable to UDS Logistics or its Affiliates pursuant to Section 5.2 hereof, (iv) the 735,000 Common 9,599,322 Subordinated Units issuable to UDS Logistics or its Affiliates pursuant to Section 5.2 hereof, and (v) the Incentive Distribution Rights.