Common use of Contributions by Limited Partners Clause in Contracts

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement: (i) Tesoro contributed to the Partnership, as a Capital Contribution, the Tesoro HP Interest (as defined in the Contribution Agreement) in exchange for 1,002,938 Common Units and 6,785,124 Subordinated Units; (ii) Tesoro R&M contributed to the Partnership, as a Capital Contribution, the Operating Company Interest (as defined in the Contribution Agreement) in exchange for 1,169,195 Common Units and 7,909,891 Subordinated Units; and (iii) Tesoro Alaska contributed to the Partnership, as a Capital Contribution, the TAL Interest (as defined in the Contribution Agreement) in exchange for 82,757 Common Units and 559,875 Subordinated Units. (b) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement. (c) Upon the exercise, if any, of the Over-Allotment Option, each Underwriter shall contribute cash to the Partnership on the Option Closing Date in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement. (d) No Limited Partner Interests will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Tesoro, Tesoro R&M and Tesoro Alaska pursuant to subparagraph (a) hereof, (ii) the Common Units issued to the Underwriters as described in subparagraphs (b) and (c) hereof and (iii) the Incentive Distribution Rights issued to the General Partner. (e) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement: (i) Tesoro , Landmark contributed to the Partnership, as a Capital Contribution, $39,272,905 million in exchange for 2,066,995 Subordinated Units. (b) On the Tesoro HP Interest (Closing Date, pursuant to and as defined described in the Contribution Agreement) in exchange for 1,002,938 Common Units and 6,785,124 Subordinated Units; (ii) Tesoro R&M , Fund A contributed to the Partnership, as a Capital Contribution, all of its limited liability company interests in certain subsidiaries in exchange for (i) 632,936 Common Units, (ii) 437,927 Subordinated Units, (iii) the Operating Company Interest assumption of $29,858,966 million in indebtedness and (iv) the right to receive $19,869,521 in cash. (c) On the Closing Date, pursuant to and as defined described in the Contribution Agreement) in exchange for 1,169,195 Common Units and 7,909,891 Subordinated Units; and (iii) Tesoro Alaska , Fund D contributed to the Partnership, as a Capital Contribution, the TAL Interest (as defined all of its limited liability company interests in the Contribution Agreement) certain subsidiaries in exchange for 82,757 (i) 1,419,729 Common Units and 559,875 Units, (ii) 630,187 Subordinated Units, (iii) the assumption of $64,298,452 million in indebtedness and (iv) the right to receive $43,892,593 in cash, a portion of which is reimbursement for certain capital expenditures incurred with respect to the assets of Fund D pursuant to Treasury Regulation Section 1.707-4(d). (bd) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (ce) Upon the exercise, if any, of the Over-Allotment Option, (i) each IPO Underwriter shall contribute cash to the Partnership on the Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement and (ii) the Partnership shall redeem an equivalent number of Common Units from Fund A and Fund D, in the aggregate, all as set forth in the Contribution Agreement. (df) No Limited Partner Interests will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Tesoro, Tesoro R&M and Tesoro Alaska Landmark pursuant to subparagraph subparagraphs (a), (b) hereofand (c) of this Section 5.3, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (bd) and (ce) hereof of this Section 5.3 and (iii) the Incentive Distribution Rights issued to the General Partner. (eg) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Date, Date pursuant to and as described in the applicable Contribution AgreementAgreements, among other things, Memorial Resource caused: (i) Tesoro contributed BlueStone and BNR to contribute to the Partnership, as a Capital Contribution, the Tesoro HP Columbus Interest (as defined in the BlueStone Contribution Agreement) in exchange for 1,002,938 cash, 4,619,598 Common Units and 6,785,124 3,507,184 Subordinated UnitsUnits (such Common Units and Subordinated Units to be issued to Memorial Resource on behalf of BlueStone pursuant to the BlueStone Contribution Agreement); and (ii) Tesoro R&M contributed WHT to contribute to the Partnership, as a Capital Contribution, the Operating Company ETX Interest (as defined in the WHT Contribution Agreement) in exchange for 1,169,195 cash, 2,441,696 Common Units and 7,909,891 1,853,728 Subordinated Units; and Units (iii) Tesoro Alaska contributed to the Partnership, as a Capital Contribution, the TAL Interest (as defined in the Contribution Agreement) in exchange for 82,757 such Common Units and 559,875 Subordinated UnitsUnits to be issued to Memorial Resource on behalf of WHT pursuant to the WHT Contribution Agreement). (b) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement. (c) Upon the exercise, if any, of the Over-Allotment Option, each Underwriter shall contribute cash to the Partnership on the Option Closing Date in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement. (d) No Limited Partner Interests will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Tesoro, Tesoro R&M and Tesoro Alaska Memorial Resource pursuant to subparagraph (a) hereof, (ii) the Common Units issued to the Underwriters as described in subparagraphs (b) and (c) hereof and (iii) the Incentive Distribution Rights issued to the General Partner. (e) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.