Common use of Contributions by the General Partner and its Affiliates Clause in Contracts

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement, and in consideration of the assumption of the debt as set forth in Section 3.1(b) of the Contribution Agreement, (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, all of its interest in the Operating Partnership in exchange for (A) the continuation of its General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights, (ii) the Organizational Limited Partner shall contribute to the Partnership its limited partner interest in the Operating Partnership and all of its interest in Xxxxxx Operating GP LLC, as a Capital Contribution, in exchange for 2,088,921 Subordinated Units, (iii) Midstream Fuel Service LLC shall contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 620,644 Subordinated Units, and (iv) Xxxxxx Gas Sales LLC will contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 1,543,797 Subordinated Units. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the issuance of the Common Units issued in the Initial Offering and other than the issuance of the Common Units issued pursuant to the Over-Allotment Option and other than Common Units purchased by the General Partner to the extent the Over-Allotment Option is not exercised), the General Partner shall be required to make additional Capital Contributions equal to 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement, and in consideration of the assumption of the debt as set forth in Section 3.1(b) of the Contribution Agreement, (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, all of its Teekay Corporation’s 98% initial limited partner interest in the Operating Partnership in exchange for was converted into (A) the continuation of its General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, 8,734,572 Common Units and (B) the Incentive Distribution Rights, 14,734,572 Subordinated Units (ii) the Organizational Limited Partner shall contribute to the Partnership its limited partner interest as defined in the Operating Partnership and all of its interest in Xxxxxx Operating GP LLC, as a Capital Contribution, in exchange for 2,088,921 Subordinated Units, (iii) Midstream Fuel Service LLC shall contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 620,644 Subordinated Units, and (iv) Xxxxxx Gas Sales LLC will contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 1,543,797 Subordinated UnitsOriginal Agreement). (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the issuance of the Common Units issued in the Initial Offering and other than Offering, the issuance of the Common Units issued pursuant to the Over-Allotment Option and other than Common Units purchased by the General Partner to issuance of the extent the Over-Allotment Option is not exercisedPreferred Units), the General Partner shall be required to make additional Capital Contributions equal to (i) 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for such the additional Limited Partner InterestsInterests issued to such Limited Partners less (ii) 2/98ths of any amount so contributed by such Limited Partners that is used by the Partnership concurrently with such contribution to redeem or repurchase from any Person outstanding Limited Partner Interests of the same class as the Limited Partner Interests issued to such Limited Partners at a price per Limited Partner Interest equal to the net proceeds per Limited Partner Interest, before expenses, that the Partnership receives from such issuances. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. The General Partner’s Percentage Interest shall not change as a result of the issuance of any Preferred Units.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement, and in consideration of the assumption of the debt as set forth in Section 3.1(b) of the Contribution Agreement, (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, all of its Teekay Corporation’s 98% initial limited partner interest in the Operating Partnership in exchange for was converted into (A) the continuation of its General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, 8,734,572 Common Units and (B) the Incentive Distribution Rights, 14,734,572 Subordinated Units (ii) the Organizational Limited Partner shall contribute to the Partnership its limited partner interest as defined in the Operating Partnership and all of its interest in Xxxxxx Operating GP LLC, as a Capital Contribution, in exchange for 2,088,921 Subordinated Units, (iii) Midstream Fuel Service LLC shall contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 620,644 Subordinated Units, and (iv) Xxxxxx Gas Sales LLC will contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 1,543,797 Subordinated UnitsPrior Agreement). (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the issuance of the Common Units issued in the Initial Offering and other than Offering, the issuance of the Common Units issued pursuant to the Over-Allotment Option and other than Common Units purchased by the General Partner to issuance of the extent the Over-Allotment Option is not exercisedSeries A Preferred Units), the General Partner shall be required to make additional Capital Contributions equal to (i) 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for such the additional Limited Partner InterestsInterests issued to such Limited Partners less (ii) 2/98ths of any amount so contributed by such Limited Partners that is used by the Partnership concurrently with such contribution to redeem or repurchase from any Person outstanding Limited Partner Interests of the same class as the Limited Partner Interests issued to such Limited Partners at a price per Limited Partner Interest equal to the net proceeds per Limited Partner Interest, before expenses, that the Partnership receives from such issuances. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. The General Partner’s Percentage Interest shall not change as a result of the issuance of any Series A Preferred Units.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement, and in consideration of the assumption of the debt as set forth in Section 3.1(b) of the Contribution Conveyance Agreement, (i) the General Partner shall contribute contributed to the Partnership, as a Capital Contribution, all of its interest in the Operating Partnership Williams Ammonia Pipeline, L.P., a Delaware limited partnership, and xxx xx xts interest in exchange Williams Terminals Holdings, L.P., a Delaware limited partnership, in xxxxxxxe for (A) the continuation of its General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights, (ii) the Organizational Limited Partner shall contribute Williams Natural Gas Liquids, Inc., contributed to the Partnership Partnership, ax x Xxxxtal Contribution, all of its limited partner interest in the Operating Partnership in exchange for 322,501 Common Units and all of its interest in Xxxxxx Operating GP LLC1,090,501 Subordinated Units and (iii) Williams Energy Services, LLC contributed to the Partnership, as a Capital ContributionCaxxxxx Xxntribution, in exchange for 2,088,921 Subordinated Units, (iii) Midstream Fuel Service LLC shall contribute all of its limited partner interest in the Operating Partnership, as a Capital Contribution, Partnership in exchange for 620,644 Subordinated Units, 1,357,193 Common Units and (iv) Xxxxxx Gas Sales LLC will contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 1,543,797 4,589,193 Subordinated Units. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the issuance of the Common Units issued in the Initial Offering and other than the issuance of the Common Units issued or pursuant to the Over-Allotment Option and other than Common Units purchased by the General Partner to the extent the Over-Allotment Option is not exercisedOption), the General Partner shall be required to make additional Capital Contributions equal to 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests, but only to the extent necessary such that the General Partner's Capital Account is equal to 2% of the total of all Capital Accounts following such issuance. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement, and in consideration of the assumption of the debt as set forth in Section 3.1(b) of the Contribution Agreement, (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, all of its Teekay Corporation’s 98% initial limited partner interest in the Operating Partnership in exchange for was converted into (A) the continuation of its General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, 8,734,572 Common Units and (B) the Incentive Distribution Rights, 14,734,572 Subordinated Units (ii) the Organizational Limited Partner shall contribute to the Partnership its limited partner interest as defined in the Operating Partnership and all of its interest in Xxxxxx Operating GP LLC, as a Capital Contribution, in exchange for 2,088,921 Subordinated Units, (iii) Midstream Fuel Service LLC shall contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 620,644 Subordinated Units, and (iv) Xxxxxx Gas Sales LLC will contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 1,543,797 Subordinated UnitsPrior Agreement). (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the issuance of the Common Units issued in the Initial Offering and other than Offering, the issuance of the Common Units issued pursuant to the Over-Allotment Option and other than Common Units purchased by the General Partner to issuance of the extent the Over-Allotment Option is not exercisedSeries A Preferred Units), the General Partner shall be required to make additional Capital Contributions equal to (i) 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for such the additional Limited Partner InterestsInterests issued to such Limited Partners less (ii) 2/98ths of any amount so contributed by such Limited Partners that is used by the Partnership concurrently with such contribution to redeem or repurchase from any Person outstanding Limited Partner Interests of the same class as the Limited Partner Interests issued to such Limited Partners at a price per Limited Partner Interest equal to the net proceeds per Limited Partner Interest, before expenses, that the Partnership receives from such issuances. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership. The General Partner’s Percentage Interest shall not change as a result of the issuance of any Series A Preferred Units.

Contributions by the General Partner and its Affiliates. (a) On the Closing Date and pursuant to the Contribution Agreement, and in consideration of the assumption of the debt as set forth in Section 3.1(b) of the Contribution Conveyance Agreement, (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, all of its interest in the Operating Partnership Williams Ammonia Pipeline, L.P., a Delaware limited partnership, and xxx xx xts interest in exchange Williams Terminals Holdings, L.P., a Delaware limited partnership, in xxxxxxxe for (A) the continuation of its General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights, (ii) the Organizational Limited Partner shall Williams Natural Gas Liquids, Inc., will contribute to the Partnership Partnershix, xx x Capital Contribution, all of its limited partner interest in the Operating Partnership and all of its interest in Xxxxxx Operating GP LLC, as a Capital Contribution, in exchange for 2,088,921 322,501 Common Units and 1,090,501 Subordinated Units, Units and (iii) Midstream Fuel Service Williams Energy Services, LLC shall will contribute to the Partnership, as x Xxxxxxl Contribution, all of its limited partner interest in the Operating Partnership, as a Capital Contribution, Partnership in exchange for 620,644 Subordinated Units, 1,357,193 Common Units and (iv) Xxxxxx Gas Sales LLC will contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 1,543,797 4,589,193 Subordinated Units. (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the issuance of the Common Units issued in the Initial Offering and other than the issuance of the Common Units issued or pursuant to the Over-Allotment Option and other than Common Units purchased by the General Partner to the extent the Over-Allotment Option is not exercisedOption), the General Partner shall be required to make additional Capital Contributions equal to 2/98ths 1/99th of any amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.