Contributions Pursuant to the Contribution Agreement. (a) Pursuant to the Contribution Agreement, Penn Octane Corporation contributed to the Partnership all of its right, title and interest in the Assets as a Capital Contribution.
(b) Penn Octane Corporation then, pursuant to the Contribution Agreement, contributed its 99.9% Limited Partner Interest in the Partnership to the MLP as a capital contribution.
(c) Following the foregoing transactions, the General Partner continues to own a 0.10% General Partner Interest, the MLP owns a 99.9% Limited Partner Interest and Penn Octane Corporation no longer owns any Partnership Interest.
Contributions Pursuant to the Contribution Agreement. (a) Contributions and conveyances (by merger and otherwise) of cash and assets (and specified liabilities) have been made to the Partnership, pursuant to the Contribution Agreement and as agreed to by the MLP, the General Partner and their affiliates.
(b) Following the foregoing transactions, the General Partner owns a 0.01% Partnership Interest as General Partner and the MLP owns a 99.99% Partnership Interest as a Limited Partner.
Contributions Pursuant to the Contribution Agreement. (a) On the Closing Date and pursuant to the Contribution Agreement, DSRMC will contribute a portion of its limited partner interests in the Partnership to the General Partner sufficient to result in the General Partner owning a 1.0101% interest in the Partnership and 1% interest in the MLP. Such transfers will be accomplished by DSRMC transferring as capital contributions (1) such limited partner interests in the Partnership to Shamrock GP as are necessary so that Shamrock GP will have a 0.1% interest in the General Partner and (2) such limited partner interests in the Partnership to UDS Logistics, LLC, a Delaware limited liability company ("UDS Logistics") as are necessary so that UDS Logistics will have a 99.99% interest in the General Partner.
(b) On the Closing Date and pursuant to the Contribution Agreement, Shamrock GP and UDS Logistics will contribute limited partner interests in the Partnership to the General Partner as capital contributions. Such limited partner interests owned by the General Partner will be converted to general partner interests so that the General Partner has a 1.0101% general partner interest in the Partnership.
(c) On the Closing Date and pursuant to the Contribution Agreement, DSRMC and Sigmor Corporation will contribute limited partner interests in the Partnership to UDS Logistics in exchange for member interests.
(d) On the Closing Date and pursuant to the Contribution Agreement, the General Partner will contribute limited partner interests in the Partnership to the MLP in exchange for a 1% general partner interest in the MLP.
(e) On the Closing Date and pursuant to the Contribution Agreement, UDS Logistics will contribute limited partner interests in the Partnership to the MLP in exchange for Common Units and Subordinated Units.
(f) On the Closing Date and pursuant to the Contribution Agreement, the Partnership will borrow new third party debt ("New Debt"). As a result of the preceding transactions, the General Partner will then have a 1.0101% general partner interest in the Partnership and Shamrock GP will then have a 0.1% general partner interest in the General Partner.
(g) On the Closing Date and pursuant to the Contribution Agreement, the public (through the underwriters) will contribute cash ($[80] million gross and $______ million net) to the MLP in exchange for common units.
(h) On the Closing Date and pursuant to the Contribution Agreement, the MLP will contribute $__________ to the Partnership.
(i) On the Closing ...
Contributions Pursuant to the Contribution Agreement. (a) Pursuant to the Contribution Agreement, Penn Octane Corporation shall contribute to the Partnership all of its right, title and interest in the Assets as a Capital Contribution.
(b) Penn Octane Corporation then, pursuant to the Contribution Agreement, shall contribute its 99.9% Limited Partner Interest in the Partnership to the MLP as a capital contribution.
(c) Following the foregoing transactions, the General Partner will continue to own a 0.10% General Partner Interest, the MLP will own a 99.9% Limited Partner Interest and shall be admitted as a Limited Partner and Penn Octane Corporation shall no longer own any Partnership Interest and shall withdraw as a Limited Partner.
Contributions Pursuant to the Contribution Agreement. On the Initial Closing Date and pursuant to the Initial Contribution Agreement, the General Partner contributed all of its membership interest in the Operating Subsidiaries to the Partnership in exchange for (i) an additional General Partner Interest in the Partnership, (ii) a Limited Partner Interest in the Partnership and (iii) the right to receive $25.1 million in cash.
Contributions Pursuant to the Contribution Agreement. (a) Pursuant to the Contribution Agreement, Navajo shall contribute to the Partnership all of its right, title and interest in and to (i) its 100% membership interest in HEP Pipeline GP, L.L.C., (ii) its 99.999% limited partner interest in HEP Pipeline Assets, Limited Partnership, (iii) its 100% membership interest in HEP Pipeline, L.L.C., and (iv) its 99.999% limited partner interest in HEP Navajo Southern, L.P. as an additional contribution to the capital of the Partnership, 99.999% on behalf of Navajo and .001% on behalf of the General Partner;
(b) Following the foregoing transactions, the General Partner owns a 0.001% Partnership Interest as General Partner and the Navajo owns a 99.999% Partnership Interest as a Limited Partner.
Contributions Pursuant to the Contribution Agreement. (a) On the Closing Date and pursuant to the Contribution Agreement:
(i) the MLP General Partner shall contribute to the MLP, as a Capital Contribution, all of its ownership interests in Pipeline Assets, L.P., Pipeline GP, L.L.C., Navajo Southern, L.P. and Pipeline, L.L.C. in exchange for (A) 2% general partner interest, subject to all of the rights, privileges and duties of the MLP General Partner under the MLP Agreement, (B) the Incentive Distribution Rights, (C) _______ Common Units, (D) _______ Subordinated Units, (E) the right to be reimbursed for $_______ million in capital expenditures; and (F) $______ million in cash;
(ii) Xxxxx Corporation shall contribute to the MLP , as a Capital Contribution, all of its interest in Mountain Home, L.L.C. in exchange for (A) _________ Common Units, (B) _________ Subordinated Units, and (C) the right to be reimbursed for $________ million in capital expenditures; and HEP OPERATING COMPANY, L.P FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(iii) Navajo Refining Company, L.P. shall contribute to the MLP as a capital contribution all of its interests in Refining Assets, L.P., Refining GP, L.L.C. and Xxxxx Cross, L.L.C. in exchange for (A) ______ Subordinated Units, (B) ________ Common Units and (C) the right to be reimbursed for $______ million in capital expenditures.
(b) Following the foregoing transactions, the General Partner owns a 0.001% Partnership Interest as General Partner and the MLP owns a 99.99% Partnership Interest as a Limited Partner.
Contributions Pursuant to the Contribution Agreement. (a) Pursuant to the Contribution Agreement, the General Partner contributed to the Partnership all of its interest in Sunoco Logistics Partners Operations GP LLC in exchange for a continuation of its General Partner Interest.
(b) Pursuant to the Contribution Agreement, the MLP contributed to the Partnership all of its direct interests in Sunoco Pipeline L.P., Sun Pipe Line Services (In) L.P., Michigan (In) LLC, Sunoco Mid-Con (In) LLC, Atlantic (In) L.P., Atlantic R&M (In) L.P. and Sunoco Partners Marketing & Terminals L.P. in exchange for a special interest representing the right to receive $[247] million in cash on the Closing Date and a contribution of its 99.99% limited partner interest.
(c) Following the foregoing transactions, the General Partner owns a 0.01% Partnership Interest as General Partner and the MLP owns a 99.99% Partnership Interest as a Limited Partner.
Contributions Pursuant to the Contribution Agreement. (a) Pursuant to the Contribution Agreement, Martin Resource LLC , Martin Gas Sales LLC, and Midstream Fuel Service XXX xontributed to thx Xxxxnership all of their direct interests in the Assets pursuant to the Contribution Agreement in exchange for Limited Partner Interests. Immediately following such transfer, and the admission of Martin Resource LLC, Martin Gas Sales LLC and Midstream Fuel Service LXX xx Limited Partnerx, xxx Initial LP Interest was redeemed by the Partnership for $999 in cash. Following these transactions, these parties held a collective 99.9% Limited Partner Interest in the Partnership.
(b) Pursuant to the Contribution Agreement, Martin Resource LLC, Martin Gas Sales LLC and Midstream Fuel Service LXX xxxnsferred their xxxxxxtive 99.9% Limited Partner Interest and the 0.1% General Partner Interest to the MLP and the MLP General Partner in exchange for Subordinated Units (as defined in the MLP Agreement) of the MLP. Pursuant to the Contribution Agreement, the MLP General Partner transferred the Limited Partnership Interest it received from Martin Resource Management Corporation and certain of its Affiliates tx xxx MLP in exchange for a continuation of its 2% general partner interest in the MLP. The contribution by Martin Resource LLC of a portion of its Limited Partner Interest occurxxx xxmediately prior to the other contributions covered in this subsection (b) so that the MLP was admitted as a Limited Partner of the Partnership prior to the withdrawal of Martin Resource LLC, Martin Gas Sales LLC and Midstream Fuel Service LXX xx Limited Partnerx xx xhe Partnership.
(c) Following the foregoing transactions, the General Partner owns a 0.1% Partnership Interest as General Partner and the MLP owns a 99.9% Partnership Interest as a Limited Partner.
Contributions Pursuant to the Contribution Agreement. (a) Pursuant to the Contribution Agreement, Crosstex Energy, Inc., a Texas corporation, transferred a 0.001% interest in Crosstex Energy Services, Ltd., a Texas limited partnership, to the General Partner, and the General Partner became the only general partner of the Partnership.
(b) Pursuant to the Contribution Agreement, Crosstex Energy, Inc. transferred the equity interest in the General Partner and its limited partner interest in the Partnership to MLP in exchange for an interest in MLP, and Crosstex Energy Holdings, Inc. transferred its interest in the Partnership to MLP in exchange for an interest in MLP.
(c) Following the foregoing transactions, the General Partner owns a 0.001% Partnership Interest as General Partner and the MLP owns a 99.999% Partnership Interest as a Limited Partner.
