MLP GP Sample Clauses

MLP GP. (a) GP Holdings has made available to Parent a complete and correct copy of the certificate of formation of MLP GP and the First Amended and Restated Limited Liability Company Agreement of MLP GP, dated May 3, 2012 (the “MLP GP LLC Agreement”), in each case, together with all amendments thereto. GP Holdings has not taken any action in violation of its certificate of formation or the MLP GP LLC Agreement. GP Holdings has not received any written communication from, or given any written communication to, any other party indicating that MLP GP, GP Holdings or such other party, as the case may be, is in violation of MLP GP’s certificate of formation or the MLP GP LLC Agreement. (b) MLP GP is the sole general partner of MLP and the holder of the only issued and outstanding General Partner Interest (the “MLP General Partner Interest”). MLP GP is the sole record and beneficial owner of the MLP General Partner Interest, which MLP General Partner Interest has been duly authorized and validly issued in accordance with applicable Law and the MLP Charter Documents. MLP GP owns the MLP General Partner Interest free and clear of any Liens. (c) None of GP Holdings, MLP GP or any of their respective Affiliates has entered into any Contract obligating MLP GP to issue, sell or dispose of any Equity Security of any Person, except for, (x) in the case of GP Holdings, this Agreement and, (y) in the case of MLP GP, the MLP LTIP and any award agreement entered into in accordance therewith. (d) MLP GP does not own record or beneficial title to any assets, including Equity Securities, other than (i) the MLP General Partner Interest and (ii) those assets set forth in Section 4.6(d) of the MLP Disclosure Letter, all of which are held by MLP GP solely for the benefit of MLP. (e) MLP GP has no liabilities or obligations, including debts, losses, costs and expenses, absolute or contingent, known or unknown, due or to become due, liquidated or unliquidated, other than those set forth in Section 4.6(e) of the MLP Disclosure Letter, all of which were incurred for the benefit of MLP.

MLP GP. By way of further adjustment to any adjustment made pursuant to clause (A) above in respect of MLP GP, on the First Closing: (1) If the Target Third Party Indebtedness Balance in respect of, in the aggregate, Gulfstream Natural Gas System, L.L.C., Spectra Energy Sand Hills Holding, LLC, Spectra Energy Southern Hills Holding, LLC, Spectra Energy Southeast MHP Holding, LLC and Spectra Energy Express Holding, LLC minus the aggregate Third Party Indebtedness Balance of such Companies as of the First Closing Date is a positive number, SEP shall pay in cash to MLP GP an amount equal to such positive number. (2) If the Target Third Party Indebtedness Balance in respect of, in the aggregate, Gulfstream Natural Gas System, L.L.C., Spectra Energy Sand Hills Holding, LLC, Spectra Energy Southern Hills Holding, LLC, Spectra Energy Southeast MHP Holding, LLC and Spectra Energy Express Holding, LLC minus the aggregate Third Party Indebtedness Balance of such Companies as of the First Closing Date is a negative number, the Base Cash Consideration otherwise payable to MLP GP shall be decreased by an amount equal to the aggregate Third Party Indebtedness Balance of such Companies as of the First Closing Date minus the aggregate Target Third Party Indebtedness Balance in respect of such Companies.