Common use of Asset Contribution Clause in Contracts

Asset Contribution. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Asset Contributor shall, pursuant to the Assignments, contribute, transfer, assign and convey to Holdings all right, title and interest in and to the to the Contributed Assets held by such Asset Contributor as set forth opposite such Asset Contributor’s name on Exhibit C hereto, in each case free and clear of all Liens (other than Permitted Liens), in exchange for (a) an amount of cash equal to the product of such Asset Contributor’s Interest Percentage and the net proceeds (after the underwriting discount and structuring fee incurred by the MLP or the other Parties to this Agreement in connection therewith) received by the MLP in connection with the issuance of the Firm Units, (b) the issuance by the MLP of a number of Common Units equal to the product of such Asset Contributor’s Interest Percentage and the aggregate number of Common Units issued to all Contributing Parties as set forth in the Final Prospectus at the Closing, (c) the right to receive the Deferred Issuance and Distribution and (d) the agreement by Holdings to assume and pay (or cause to be assumed and paid) the Assumed Liabilities, and Holdings shall receive, acquire and accept such Contributed Assets.