Common use of Topper Contributions Clause in Contracts

Topper Contributions. Topper shall, directly or indirectly, grant, contribute, bargain, convey, assign, transfer, set over and deliver directly and in a single transfer to: (1) LG LLC (and its successors and assigns, for its and their own use forever), all right, title and interest in and to the Topper MLP Assets/Liabilities, (2) LGW (and its successors and assigns, for its and their own use forever), all right, title and interest in and to the Topper LGW Assets/Liabilities, and (3) LGP Realty (and its successors and assigns, for its and their own use forever), all right, title and interest in and to the Topper LGP Realty Assets/Liabilities, in exchange for which the Partnership shall issue to Topper such number of Common Units and such number of Subordinated Units, and shall distribute to Topper such amount of cash, all as set forth on Exhibit B attached hereto. Any such cash that the Partnership shall so distribute to Topper shall be funded with the Net Offering Proceeds, Credit Facility Proceeds or some combination thereof, as shall be set forth on Exhibit B attached hereto. The Parties agree to treat and report for all United States federal and, as applicable, state and local income tax purposes the amount of cash (if any) distributed to Topper as a reimbursement to Topper of any capital expenditures incurred by it with respect to the Topper MLP Assets/Liabilities and the Topper LGW Assets/Liabilities in the two years preceding the contribution of the Topper MLP Assets/Liabilities and the Topper LGW Assets/Liabilities to the Partnership to the extent permissible under Treasury Regulation Section 1.707-4(d). LG LLC hereby accepts and assumes the Topper MLP Assets/Liabilities. LGW hereby accepts and assumes the Topper LGW Assets/Liabilities. LGP Realty hereby accepts and assumes the Topper LGP Realty Assets/Liabilities.

Topper Contributions. Topper shall, directly or indirectly, shall grant, contribute, bargain, convey, assign, transfer, set over and deliver directly and in a single transfer to: (1) LG LLC (and its successors and assigns, for its and their own use forever), all right, title and interest in and to the Topper MLP Assets/Liabilities, and (2) LGW (and its successors and assigns, for its and their own use forever), all right, title and interest in and to the Topper LGW Assets/Liabilities, and (3) LGP Realty (and its successors and assigns, for its and their own use forever), all right, title and interest in and to the Topper LGP Realty Assets/Liabilities, in exchange for which the Partnership shall issue to Topper such number of Common Units and such number of Subordinated Units, and shall distribute to Topper such amount of cash, all as set forth on Exhibit B attached hereto. Any such cash that the Partnership shall so distribute to Topper shall be funded with the Net Offering Proceeds, Credit Facility Proceeds or some combination thereof, as shall be set forth on Exhibit B attached hereto. The Parties agree to treat and report for all United States federal federal, state and local and, as applicable, state and local foreign income tax purposes the amount of the cash (if any) to be distributed to Topper as a reimbursement to Topper of any capital expenditures incurred by it with respect to the Topper MLP Assets/Liabilities property that it contributes and the Topper LGW Assets/Liabilities in the two years preceding the contribution of the Topper MLP Assets/Liabilities and the Topper LGW Assets/Liabilities assigns to the Partnership to the extent permissible LG LLC and LGW under Treasury Regulation 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 of capital expenditures that were funded with the proceeds of third party debt would be so eligible for such treatment and/or that the “20%-of-fair market value” limitation of Treasury Regulations Section 1.707-4(d) (2)(ii) can apply either on an aggregate or property-by-property basis). LG LLC hereby accepts and assumes the Topper MLP Assets/Liabilities. Liabilities and LGW hereby accepts and assumes the Topper LGW Assets/Liabilities. LGP Realty hereby accepts and assumes The transactions contemplated by Section 2.4 through Section 2.8 shall be completed at the Topper LGP Realty Assets/LiabilitiesEffective Time in the order set forth herein.