Common use of Deferred Issuance and Distribution Clause in Contracts

Deferred Issuance and Distribution. If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange for Option Units on the basis of the Offering price per Common Unit set forth in the Registration Statement. The Partnership will (i) upon the earlier to occur of the expiration of the period to exercise the Over-Allotment Option or the exercise in full of the Over-Allotment Option, issue to GIP-A, GIP-B and GIP-C a number of additional Common Units that, in the aggregate, is equal to the excess, if any, of (x) the maximum number of Common Units issuable pursuant to the Over-Allotment Option over (y) the aggregate number of Common Units, if any, actually purchased by and issued to the Underwriters pursuant to the exercise(s) of the Over-Allotment Option and (ii) upon each Option Closing Date, make cash distributions to GIP-A, GIP-B and GIP-C of an amount of cash equal to, in the aggregate, the total amount of cash contributed by the Underwriters on or in connection with each such exercise of the Over-Allotment Option, if any, such distributions being treated as reimbursements for capital expenditures made by each of GIP-A, GIP-B and GIP-C. Both the additional Common Units issuable pursuant to clause (i) hereof and the cash distributions distributable pursuant to clause (ii) hereof (collectively, the “Deferred Issuance and Distribution”), when issued and/or distributed, shall be issued and distributed to GIP-A, GIP-B and GIP-C pursuant to Sections 2.9, 2.10 and 2.11 hereof in accordance with the percentages of the Deferred Issuance and Distribution outlined in Steps 5, 6 and 7 of the third recital above.

Deferred Issuance and Distribution. If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange for Option Units on the basis of the Offering price per Common Unit set forth in the Registration Statement. The Partnership will (i) upon Section 3.1 Upon the earlier to occur of the expiration of the period to exercise the Over-Allotment Option period or the exercise in full of the Over-Allotment Option, Operating Company shall issue (a) to GIP-A, GIP-B and GIP-C the FS Contributors a number of additional Operating Company Common Units that, in the aggregate, that is equal to the product of (i) [●]% and (ii) the excess, if any, of (xA) the maximum total number of Common Units issuable pursuant to the Over-Allotment Option Shares over (yB) the aggregate number of Common UnitsClass A Shares, if any, actually purchased by and issued to the Underwriters pursuant to the exercise(s) of the Over-Allotment Option Option, and (b) to SP Holdings Member a number of additional Operating Company Common Units that is equal to the product of (i) [●]% and (ii) upon each Option Closing Datethe excess, make cash distributions to GIP-if any, of (A, GIP-B and GIP-C of an amount of cash equal to, in the aggregate, ) the total amount number of cash contributed Option Shares over (B) the aggregate number of Class A Shares, if any, actually purchased by and issued to the Underwriters on or in connection with pursuant to the exercise(s) of the Over-Allotment Option. Upon each such exercise of the Over-Allotment Option, if anyOperating Company shall distribute (x) to the FS Contributors an amount of cash equal to the product of (1) [●]% and (2) the net proceeds (after Underwriter’s Spread) of each such exercise (such net proceeds, such distributions being treated as reimbursements for capital expenditures made by each of GIP-A, GIP-B and GIP-C. Both the additional together with any Common Units issuable issued to the FS Contributors pursuant to clause (i) hereof and the cash distributions distributable pursuant to clause (ii) hereof (collectivelypreceding sentence, the “FS Deferred Issuance and Distribution”) and (y) to SP Holdings Member an amount of cash equal to the product of (1) [●]% and (2) the net proceeds (after Underwriter’s Spread) of each such exercise (such net proceeds, together with any Common Units issued to SP Holdings Member pursuant to the preceding sentence, the “SP Deferred Issuance and Distribution”), when . Any Operating Company Common Units issued to the FS Contributors pursuant to this Section 3.1 and/or distributed, any cash distributed to the FS Contributors pursuant to this Section 3.1 shall be issued and and/or distributed to GIP-A, GIP-B and GIP-C pursuant to Sections 2.9, 2.10 and 2.11 hereof in accordance with pro rata between the percentages FS Contributors based on the relative value of the Deferred Issuance and Distribution outlined in Steps 5, 6 and 7 of the third recital abovelimited liability company interests contributed by each FS Contributor.

Deferred Issuance and Distribution. Section 3.1 Deferred Issuance and Distribution; Payment of the Option Structuring Fee. If the Over-Allotment Underwriter’s Option is exercised in whole or in part, the Underwriters will contribute public, through the Underwriters, shall make an additional cash capital contribution to the Partnership in cash in an amount determined pursuant to the Underwriting Agreement in exchange for Option Units on the basis sale of the Offering price per Common Unit set forth in the Registration StatementOption Units. The Partnership will (i) upon Upon the earlier to occur of the expiration of the Underwriter’s Option period to exercise the Over-Allotment Option or the exercise in full of the Over-Allotment Underwriter’s Option, the Partnership will issue to GIP-Aone or more of LGC, GIP-B and GIP-C KPC, KPO, KPP the LGO Distributee, and/or one or more of the members or partners of one or more of the Contributed Entities a number of additional Common Units that, in the aggregate, that is equal to the excess, if any, of (x) the maximum number of Common Option Units issuable pursuant to the Over-Allotment Underwriter’s Option over (y) the aggregate number of Common Option Units, if any, actually purchased by and issued to the Underwriters pursuant to the any exercise(s) of the OverUnderwriter’s Option. The Parties hereto hereby agree to treat and report for United States federal, state, local and, as applicable, foreign income tax purposes any and all such Common Units that may be so issued to LGC, KPC, KPP, the LGO Distributee, and/or one or more of the members or partners of one or more of the Contributed Entities as a non-Allotment Option taxable exchange by such entity or person of property solely for an interest in the Partnership under Section 721(a) of the Code and (ii) upon the Treasury Regulations thereunder. Upon each Option Closing Date, the Partnership shall make a distribution in cash distributions in an aggregate amount equal to GIP-A, GIP-B and GIP-C of an amount of cash equal to, in the aggregate, the total amount of cash contributed proceeds received by the Underwriters on or in connection with each Partnership from such exercise of the Over-Allotment Underwriter’s Option, if anynet of the Underwriters’ Spread, and which cash the Partnership shall distribute to one or more of LGC, KPC, KPO, KPP, the LGO Distributee, and/or one or more of the members or partners of one or more of the Contributed Entities and in such amount(s), all as shall be set forth in a writing submitted by Topper (in his capacity as general partner, managing member, officer and/or other fiduciary thereof) to the Partnership. Any such cash that the Partnership shall so distribute shall be funded with the Net Offering Proceeds, Credit Facility Proceeds or some combination thereof, as shall be set forth in such writing. Further, the Parties hereto hereby agree to treat and report for United States federal, state, local and, as applicable, foreign income tax purposes such cash distributions being treated as a reimbursement with respect to property that it (or, as applicable, a Contributed Entity) contributed and assigned to LGW or LG LLC, as applicable, under Treasury Regulations Section 1.707-4(d) or, otherwise, so much of such cash that the Topper tax return preparer is reasonably able to establish is so eligible for such treatment. For these purposes, the Parties hereto hereby expressly agree that the Topper tax return preparer may (among other ways) reasonably establish such eligibility by assuming that reimbursements for of capital expenditures made by each that were funded with the proceeds of GIPthird party debt would be so eligible for such treatment and/or that the “20%-of-A, GIPfair market value” limitation of Treasury Regulations Section 1.707-B and GIP4(d) (2)(ii) can apply either on an aggregate or property-C. Both the additional Common Units issuable pursuant to clause (i) hereof and the by-property basis). The Parties receiving cash distributions distributable pursuant hereby agree to clause (ii) hereof (collectivelypay to Xxxxxxx Xxxxx & Associates, the “Deferred Issuance and Distribution”), when issued and/or distributed, shall be issued and distributed to GIP-A, GIP-B and GIP-C pursuant to Sections 2.9, 2.10 and 2.11 hereof in accordance with the percentages Inc. their pro rata share of the Deferred Issuance and Distribution outlined in Steps 5, 6 and 7 applicable Option Structuring Fee associated with any exercise of the third recital aboveUnderwriter’s Option.

Deferred Issuance and Distribution. If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange for Option Units on the basis of the Offering price per Common Unit set forth in the Registration Statement. The Partnership will (i) upon Section 3.1 Upon the earlier to occur of the expiration of the period to exercise the Over-Allotment Option period or the exercise in full of the Over-Allotment Option, Operating Company shall issue (a) to GIP-A, GIP-B and GIP-C the FS Contributors a number of additional Operating Company Common Units that, in the aggregate, that is equal to the product of (i) 43.3665203224894% and (ii) the excess, if any, of (xA) the maximum total number of Common Units issuable pursuant to the Over-Allotment Option Shares over (yB) the aggregate number of Common UnitsClass A Shares, if any, actually purchased by and issued to the Underwriters pursuant to the exercise(s) of the Over-Allotment Option Option, and (b) to SP Holdings Member a number of additional Operating Company Common Units that is equal to the product of (i) 56.6334796775106% and (ii) upon each Option Closing Datethe excess, make cash distributions to GIP-if any, of (A, GIP-B and GIP-C of an amount of cash equal to, in the aggregate, ) the total amount number of cash contributed Option Shares over (B) the aggregate number of Class A Shares, if any, actually purchased by and issued to the Underwriters on or in connection with pursuant to the exercise(s) of the Over-Allotment Option. Upon each such exercise of the Over-Allotment Option, if anyOperating Company shall distribute (x) to the FS Contributors an amount of cash equal to the product of (0) 00.0000000000000% and (2) the net proceeds (after Underwriter’s Spread) of each such exercise (such net proceeds, such distributions being treated as reimbursements for capital expenditures made by each of GIP-A, GIP-B and GIP-C. Both the additional together with any Common Units issuable issued to the FS Contributors pursuant to clause (i) hereof and the cash distributions distributable pursuant to clause (ii) hereof (collectivelypreceding sentence, the “FS Deferred Issuance and Distribution”) and (y) to SP Holdings Member an amount of cash equal to the product of (0) 00.0000000000000% and (2) the net proceeds (after Underwriter’s Spread) of each such exercise (such net proceeds, together with any Common Units issued to SP Holdings Member pursuant to the preceding sentence, the “SP Deferred Issuance and Distribution”), when . Any Operating Company Common Units issued to the FS Contributors pursuant to this Section 3.1 and/or distributed, any cash distributed to the FS Contributors pursuant to this Section 3.1 shall be issued and and/or distributed to GIP-A, GIP-B and GIP-C pursuant to Sections 2.9, 2.10 and 2.11 hereof in accordance with pro rata between the percentages FS Contributors based on the relative value of the Deferred Issuance and Distribution outlined in Steps 5, 6 and 7 of the third recital abovelimited liability company interests contributed by each FS Contributor.

Deferred Issuance and Distribution. If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange for Option Units on the basis of the Offering price per Common Unit set forth in the Registration Statement. The Partnership will (i) upon Section 3.1 Upon the earlier to occur of the expiration of the period to exercise the Over-Allotment Option period or the exercise in full of the Over-Allotment Option, Operating Company shall issue (a) to GIP-A, GIP-B and GIP-C the FS Contributors a number of additional Operating Company Common Units that, in the aggregate, that is equal to the product of (i) 43.3665203224894% and (ii) the excess, if any, of (xA) the maximum total number of Common Units issuable pursuant to the Over-Allotment Option Shares over (yB) the aggregate number of Common UnitsClass A Shares, if any, actually purchased by and issued to the Underwriters pursuant to the exercise(s) of the Over-Allotment Option Option, and (b) to SP Holdings Member a number of additional Operating Company Common Units that is equal to the product of (i) 56.6334796775106% and (ii) upon each Option Closing Datethe excess, make cash distributions to GIP-if any, of (A, GIP-B and GIP-C of an amount of cash equal to, in the aggregate, ) the total amount number of cash contributed Option Shares over (B) the aggregate number of Class A Shares, if any, actually purchased by and issued to the Underwriters on or in connection with pursuant to the exercise(s) of the Over-Allotment Option. Upon each such exercise of the Over-Allotment Option, if anyOperating Company shall distribute (x) to the FS Contributors an amount of cash equal to the product of (0) 00.0000000000000% and (2) the net proceeds (after Underwriter’s Spread) of each such exercise (such net proceeds, such distributions being treated as reimbursements for capital expenditures made by each of GIP-A, GIP-B and GIP-C. Both the additional together with any Common Units issuable issued to the FS Contributors pursuant to clause (i) hereof and the cash distributions distributable pursuant to clause (ii) hereof (collectivelypreceding sentence, the “FS Deferred Issuance and Distribution”) and (y) to SP Holdings Member an amount of cash equal to the product of (0) 00.0000000000000% and (2) the net proceeds (after Underwriter’s Spread) of each such exercise (such net proceeds, together with any Common Units issued to SP Holdings Member pursuant to the preceding sentence, the “SP Deferred Issuance and Distribution”), when . Any Operating Company Common Units issued to the FS Contributors pursuant to this Section 3.1 and/or distributed, any cash distributed to the FS Contributors pursuant to this Section 3.1 shall be issued and and/or distributed to GIP-A, GIP-B and GIP-C pursuant to Sections 2.9, 2.10 and 2.11 hereof in accordance with pro rata between the percentages FS Contributors based on the relative value of the Deferred Issuance and Distribution outlined in Steps 5, 6 and 7 of the third recital abovelimited liability company interests contributed by each FS Contributor.