Contribution of the 98% OpCo Interest to the Partnership Sample Clauses

Contribution of the 98% OpCo Interest to the Partnership. Notwithstanding any provision of the OpCo LLC Agreement to the contrary (and the undersigned hereby waive any provision of the OpCo LLC Agreement to the contrary), CONSOL hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership all right, title and interest in and to all of the remaining limited liability company interests in the Operating Company held by CONSOL (the “98% OpCo Interest”) in exchange for (a) 861,067 Common Units representing an approximate 3.6% limited partner interest (based on an aggregate of 23,222,134 Common Units and Subordinated Units to be outstanding after the completion of the Offering) in the Partnership (the “Sponsor Common Units”), (b) 11,611,067 Subordinated Units representing a 49.0% limited partner interest (based on an aggregate of 23,222,134 Common Units and Subordinated Units to be outstanding after the completion of the Offering) in the Partnership (the “Sponsor Subordinated Units”), (c) the right to receive a cash distribution from the Partnership in the amount of approximately $197.0 million from the Partnership’s borrowings under the Revolving Credit Facility (as defined herein), (d) the right to receive a cash distribution from the Partnership in the amount of $68.0 million from the proceeds from the sale of Common Units in the Private Placement (as defined herein), a portion of which is to reimburse CONSOL for certain capital expenditures CONSOL incurred with respect to the Contributed Assets pursuant to Treasury Regulation Section 1.707-4(d), and (e) the right to receive a cash distribution from the Partnership in the amount of approximately $66.0 million from the net proceeds from the sale of the Firm Units in the Offering, a portion of which is to reimburse CONSOL for certain capital expenditures CONSOL incurred with respect to the Contributed Assets pursuant to Treasury Regulation Section 1.707-4(d), and the Partnership hereby accepts such 98% OpCo Interest as a capital contribution from CONSOL. Notwithstanding any provision of the OpCo LLC Agreement to the contrary (and the undersigned hereby waive any provision of the OpCo LLC Agreement to the contrary), upon CONSOL’s contribution of the 98% OpCo Interest to the Partnership, (i) the Partnership is hereby admitted as a member of the Operating Company with respect to the 98% OpCo Interest, hereby continues as a member of the Operating Company with respect to the 2% OpCo Interest and hereby agrees that it continu...
Sample 1
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Contribution of the 98% OpCo Interest to the Partnership. CONE Gathering hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership all right, title and interest in and to all of the remaining limited liability company interests in the Operating Company held by CONE Gathering (the “98% OpCo Interest”) in exchange for (a) 9,038,121 Common Units representing an approximate 15.2% limited partner interest (based on an aggregate of 58,326,242 Common Units and Subordinated Units to be outstanding after the completion of the Offering) in the Partnership (the “Sponsor Common Units”), (b) 29,163,121 Subordinated Units representing a 49.0% limited partner interest (based on an aggregate of 58,326,242 Common Units and Subordinated Units to be outstanding after the completion of the Offering) in the Partnership (the “Sponsor Subordinated Units”) and (c) the right to receive a cash distribution from the Partnership in the amount of approximately $410.3 million from the net proceeds from the sale of the Firm Units and the Option Units in the Offering, and the Partnership hereby accepts such 98% OpCo Interest as a capital contribution from CONE Gathering. Upon CONE Gathering’s contribution of such 98% OpCo Interest to the Partnership, (i) the Partnership shall be the sole member of the Operating Company, (ii) CONE Gathering shall and does hereby cease to be a member of the Operating Company and shall thereupon cease to have or exercise any right or power as a member of the Operating Company and (iii) the Operating Company shall be and hereby is continued without dissolution.
Sample 1
Contribution of the 98% OpCo Interest to the Partnership. CONE Gathering hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership all right, title and interest in and to all of the remaining limited liability company interests in the Operating Company held by CONE Gathering (the “98% OpCo Interest”) in exchange for (a) [•] Common Units representing an approximate [•]% limited partner interest in the Partnership, (b) [•] Subordinated Units representing an approximate [•]% limited partner interest in the Partnership and (c) the right to receive a cash distribution from the Partnership in the amount of approximately $[•] million from the net proceeds from the Offering, and the Partnership hereby accepts such 98% OpCo Interest as a capital contribution from CONE Gathering. Upon CONE Gathering’s contribution of such 98% OpCo Interest to the Partnership, (i) the Partnership shall be the sole member of the Operating Company, (ii) CONE Gathering shall and does hereby cease to be a member of the Operating Company and shall thereupon cease to have or exercise any right or power as a member of the Operating Company and (iii) the Operating Company shall be and hereby is continued without dissolution.
Sample 1

Related to Contribution of the 98% OpCo Interest to the Partnership

  • Loans from the General Partner; Loans or Contributions from the Partnership or Group Members (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 37 Section 5.2 Contributions by the General Partner and its Affiliates 37 Section 5.3 Initial Offering 38 Section 5.4 Interest and Withdrawal 38 Section 5.5 Capital Accounts 38 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 42 Section 5.7 Conversion of Subordinated Units 42 Section 5.8 Limited Preemptive Right 43 Section 5.9 Splits and Combinations 43 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 44 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 44 Section 5.12 Establishment of TexNew Mex Units. 46

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

  • Capital Contributions of the Partners The Partners have heretofore made Capital Contributions to the Partnership. Each Partner owns Partnership Units in the amount set forth for such Partner on Exhibit A, as the same may be amended from time to time by the General Partner to the extent necessary to reflect accurately sales, exchanges or other Transfers, redemptions, Capital Contributions, the issuance of additional Partnership Units, or similar events having an effect on a Partner’s ownership of Partnership Units. Except as provided by law or in Section 4.2, 4.3, or 10.4 hereof, the Partners shall have no obligation or, except with the prior Consent of the General Partner, right to make any additional Capital Contributions or loans to the Partnership.

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