Organizational Limited Partner Uses in Formation Clause

Formation from Fourth Amended and Restated Agreement

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P., dated as of July 1, 2015, is entered into by and between Teekay Offshore GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and Teekay Corporation, a Marshall Islands corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:

Formation. The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Marshall Islands Act and hereby amend and restate the Prior Agreement in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Marshall Islands Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes and a Partner has no interest in specific Partnership property.

Formation from Agreement of Limited Partnership

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of April 9, 2015 (this Agreement), is adopted, executed and agreed to by GPM Petroleum GP, LLC, a Delaware limited liability company, as general partner, and GPM Investments, LLC, a Delaware limited liability company, as Organizational Limited Partner.

Formation. Subject to the provisions of this Agreement, the General Partner and the Organizational Limited Partner have formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Organizational Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the Partnership and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

Formation from Agreement of Limited Partnership

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of September 16, 2014 (this Agreement), is adopted, executed and agreed to by Black Stone Natural Resources, L.L.C., a Delaware limited liability company, as general partner, and Black Stone Minerals Company, L.P., a Delaware limited partnership, as organizational limited partner.

Formation. The General Partner and the Organizational Limited Partner have formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act and this Agreement. The General Partner and the Organizational Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the Partners and certain matters related thereto. This Agreement shall be deemed to have become effective upon the formation of the Partnership. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

Formation from Limited Partnership Agreement

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of October 10, 2014 (this Agreement), is made, executed and agreed to by TRVL Partners GP LLC, a Delaware limited liability company, as general partner, and Memorial Resource Development Corp., a Delaware corporation, as Organizational Limited Partner.

Formation. Subject to the provisions of this Agreement, the General Partner and the Organizational Limited Partner have formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Organizational Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the Partnership and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. This Agreement shall be deemed to have become effective upon the formation of the Partnership (the Effective Date).

Formation from Agreement of Limited Partnership

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of August 14, 2012 (this Agreement), is adopted, executed and agreed to by New Source Energy GP, LLC, a Delaware limited liability company, as general partner, and New Source Energy Corporation, a Delaware corporation, as organizational limited partner.

Formation. Subject to the provisions of this Agreement, the General Partner and the Organizational Limited Partner have formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Organizational Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the Partnership and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

Formation from Third Amended and Restated Agreement

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RENTECH NITROGEN PARTNERS, L.P., dated as of November 1, 2012, is entered into by RENTECH NITROGEN GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Formation. The General Partner and the Organizational Limited Partner previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Organizational Limited Partner entered into the original Agreement of Limited Partnership, the First Amended and Restated Agreement of Limited Partnership and the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, which have governed the Partnership until the date hereof. The General Partner hereby amends and restates in its entirety the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended by that certain Amendment No. 1 thereto. This amendment and restatement shall become effective on the date of this Agreement. The General Partner and the Limited Partners hereby continue the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. Except as expressly provided to the contrary in this Agreement, the rights, duties, liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

Formation from Agreement of Limited Partnership

Formation. The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Initial Limited Partners hereby amend and restate the original Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P. in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.

Formation from Agreement of Limited Partnership

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of June 21, 2012 (this Agreement), is adopted, executed and agreed to by Susser Petroleum Partners GP LLC, a Delaware limited liability company, as general partner, and Susser Holdings Corporation, a Delaware corporation, as Organizational Limited Partner.

Formation. Subject to the provisions of this Agreement, the General Partner and the Organizational Limited Partner have formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Organizational Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the Partnership and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

Formation from Agreement of Limited Partnership

THIS AGREEMENT OF LIMITED PARTNERSHIP of Inergy Midstream, L.P., dated as of November 14, 2011 (this Agreement), is adopted, executed and agreed to by NRGM GP, LLC, a Delaware limited liability company, as the General Partner, and Inergy, L.P., a Delaware limited partnership, as the Organizational Limited Partner.

Formation. Subject to the provisions of this Agreement, the General Partner and the Organizational Limited Partner have formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Organizational Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the Partnership and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

Formation from Limited Partnership Agreement

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of April 27, 2011 (this Agreement), is made, executed and agreed to by Memorial Production Partners GP LLC, a Delaware limited liability company, as general partner, and Memorial Resource Development LLC, a Delaware limited liability company, as Organizational Limited Partner.

Formation. Subject to the provisions of this Agreement, the General Partner and the Organizational Limited Partner have formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Organizational Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the Partnership and certain matters related thereto. Except as expressly provided herein to the contrary, the rights