GP Contribution. (a) Energy Transfer Corp hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to ETE GP, for its own use forever, all right, title and interest in and to an amount of cash, such that, immediately following the transactions contemplated by this Agreement, ETE GP (as successor to LE GP) will maintain its general partner interest in ETE, and ETE GP hereby accepts such cash contribution (the “GP Contribution”).
GP Contribution. (a) At any time after one year following the Closing Date, ETE shall have the right to contribute (or cause any Subsidiary to contribute) to USAC (the “GP Contribution”) all of the outstanding equity interests in any Subsidiary that directly owns the General Partner Interest (such equity interests, the “GP Owner Equity” and such Subsidiary, the “GP Owner”), and USAC shall accept the GP Contribution and shall pay to ETE $10,000,000 in immediately available funds (the “GP Contribution Consideration”). The GP Owner Equity shall be transferred to USAC free and clear of all encumbrances, except restrictions on transfer arising under applicable securities laws. The GP Owner shall be an entity that has no business other than acting as general partner of USAC and has no debts, liabilities or obligations other than debts, liabilities and obligations arising by virtue of its general partner interest in USAC. ETE shall advise USAC in writing of its intent to effect the GP Contribution (the “ETE Contribution Notice”). Except in connection with the GP Contribution, ETE may not, directly or indirectly, sell, transfer, or otherwise dispose of the GP Owner Equity to any Person other than (x) one of its Subsidiaries or (y) any Person to whom ETE and/or its Subsidiaries is concurrently selling, transferring or otherwise disposing of at least 25,000,000 USAC Common Units (as adjusted to account for any subdivision (by unit split, subdivision, exchange, unit dividend, reclassification, recapitalization or otherwise) or combination (by reverse unit split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding USAC Common Units into a greater or lesser number of USAC Common Units occurring after the date of this Agreement (a “Recapitalization Event”)) (any such Subsidiary or Person referred to in clause (x) or clause (y), a “Permitted Transferee”); provided, however, that in each case, this Agreement shall also be assigned to such Permitted Transferee and such Permitted Transferee shall assume the obligations of ETE hereunder, all in accordance with Section 7.4.
GP Contribution. Following the Closing and immediately after the effectiveness of the Partnership’s election to be treated as a corporation for U.S. federal income tax purposes, the General Partner will contribute $1,000,000 in cash (the “GP Contribution”) to the Partnership as additional capital contribution related to its general partner interest in the Partnership.”
GP Contribution. Section 4.01(c).
