Common use of Contributions and Distributions Clause in Contracts

Contributions and Distributions. (a) ▇▇▇▇▇▇▇ Resources hereby contributes, assigns, transfers, conveys and delivers to Midstream HoldCo ▇▇▇▇▇▇▇ Resources’ right, title and interest in and to all of the membership interests in ▇▇▇▇▇▇▇ Operating (such membership interests being transferred, the “Transferred Operating Membership Interests”), free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of ▇▇▇▇▇▇▇ Operating, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement, in exchange for the Units (the “▇▇▇▇▇▇▇ Operating Contribution”). (b) Midstream HoldCo hereby accepts the contribution of the Transferred Operating Membership Interests from ▇▇▇▇▇▇▇ Resources pursuant to the ▇▇▇▇▇▇▇ Operating Contribution and agrees to be subject to all rights and obligations with respect to the Transferred Operating Membership Interests and ▇▇▇▇▇▇▇ Resources hereby accepts the Units in exchange for the Transferred Operating Membership Interests and agrees to be subject to all rights and obligations with respect to the Units. (c) Immediately following the ▇▇▇▇▇▇▇ Operating Contribution, ▇▇▇▇▇▇▇ Resources hereby distributes, assigns, transfers, conveys and delivers to ▇▇▇▇▇▇▇ LLC ▇▇▇▇▇▇▇ Resources’ right, title and interest in and to all of the Units (such Units, the “Transferred Midstream Units”), free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of Midstream HoldCo, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “▇▇▇▇▇▇▇ Resources Midstream Distribution”). (d) ▇▇▇▇▇▇▇ LLC hereby accepts the distribution of the Transferred Midstream Units from ▇▇▇▇▇▇▇ Resources pursuant to the ▇▇▇▇▇▇▇ Resources Midstream Distribution and agrees to be subject to all rights and obligations with respect to the Transferred Midstream Units. (e) Immediately following the ▇▇▇▇▇▇▇ Resources Midstream Distribution, ▇▇▇▇▇▇▇ LLC hereby distributes, assigns, transfers, conveys and delivers to ▇▇▇▇▇▇▇ Equity Holdings ▇▇▇▇▇▇▇ LLC’s right, title and interest in and to all of the Transferred Midstream Units, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of Midstream HoldCo, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “▇▇▇▇▇▇▇ LLC Midstream Distribution”). (f) ▇▇▇▇▇▇▇ Equity Holdings hereby accepts the distribution of the Transferred Midstream Units from ▇▇▇▇▇▇▇ LLC pursuant to the ▇▇▇▇▇▇▇ LLC Midstream Distribution and agrees to be subject to all rights and obligations with respect to the Transferred Midstream Units. (g) ▇▇▇▇▇▇▇ Equity Holdings hereby distributes, assigns, transfers, conveys and delivers to each holder of BEH Upstream Units in accordance with Schedule I and pursuant to the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement, in full satisfaction of the holders of such BEH Upstream Units’ rights to distributions pursuant to Section 6.1 and, to the extent related to distributions of Tier II Upstream Available Cash (as defined in the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement), Section 6.3 of the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement and, in the case of a holder of BEH Upstream Incentive Units, in complete redemption of such BEH Upstream Incentive Units, ▇▇▇▇▇▇▇ Equity Holdings’ right, title and interest in and to all of the Transferred Midstream Units, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of Midstream HoldCo, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution”). (h) Each holder of BEH Upstream Units hereby (w) accepts the distribution of the Transferred Midstream Units to be distributed to such holder as set forth on Schedule I from ▇▇▇▇▇▇▇ Equity Holdings pursuant to the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution, (x) agrees to be subject to all rights and obligations with respect to the Transferred Midstream Units received by such holder pursuant to ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution, (y) acknowledges that the Transferred Midstream Units received by such member pursuant to the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution satisfies in full such member’s rights to distributions pursuant to Section 6.1 and, to the extent related to distributions of Tier II Upstream Available Cash (as defined in the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement), Section 6.3 of the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement and (z) in the case of a holder of BEH Upstream Incentive Units, acknowledges that the Transferred Midstream Units received by such member pursuant to the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution is in complete redemption of such BEH Upstream Incentive Units. (i) Immediately following the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution, the WP Fund and Professionals Blockers hereby distribute, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ Minerals, Inc. the WP Fund and Professionals Blockers’ right, title and interest in and to all of the Transferred Midstream Units that were transferred to the WP Fund and Professionals Blockers in the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of Midstream HoldCo, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “▇▇▇▇▇▇▇ Minerals, Inc. Midstream Distribution”). (j) ▇▇▇▇▇▇▇ Minerals, Inc. hereby accepts the distribution of the applicable Transferred Midstream Units from WP Fund and Professionals Blockers pursuant to the ▇▇▇▇▇▇▇ Minerals, Inc. Midstream Distribution and agrees to be subject to all rights and obligations with respect to such Transferred Midstream Units. (k) Immediately following the ▇▇▇▇▇▇▇ Minerals, Inc. Midstream Distribution, ▇▇▇▇▇▇▇ Minerals, Inc., hereby contributes, assigns, transfers, conveys and delivers to each of the WP Midstream Blockers in accordance with Schedule II ▇▇▇▇▇▇▇ Minerals, Inc.’s right, title and interest in and to the Transferred Midstream Units, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of Midstream HoldCo, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement, in exchange for the Midstream Blocker Stock (the “Midstream Blocker Contribution”). (l) The WP Midstream Blockers hereby accept the contribution of the Transferred Midstream Units from ▇▇▇▇▇▇▇ Minerals, Inc. pursuant to the Midstream Blocker Contribution and agree to be subject to all rights and obligations with respect to the Transferred Midstream Units and ▇▇▇▇▇▇▇ Minerals, Inc. hereby accepts the Midstream Blocker Stock in exchange for the Transferred Midstream Units and agrees to be subject to all rights and obligations with respect to the Midstream Blocker Stock. (m) Immediately following the Midstream Blocker Contribution, ▇▇▇▇▇▇▇ Minerals, Inc. hereby distributes, assigns, transfers, conveys and delivers to ▇▇▇▇▇▇▇ Parent ▇▇▇▇▇▇▇ Minerals, Inc.’s right, title and interest in and to all of the Midstream Blocker Stock that was transferred to ▇▇▇▇▇▇▇ Minerals, Inc. in the Midstream Blocker Contribution, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of the WP Midstream Blockers, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “▇▇▇▇▇▇▇ Parent Midstream Distribution”). (n) ▇▇▇▇▇▇▇ Parent hereby accepts the distribution of the Midstream Blocker Stock from ▇▇▇▇▇▇▇ Minerals, Inc. pursuant to the ▇▇▇▇▇▇▇ Parent Midstream Distribution and agrees to be subject to all rights and obligations with respect to such Midstream Blocker Stock. (o) Immediately following the ▇▇▇▇▇▇▇ Parent Midstream Distribution, ▇▇▇▇▇▇▇ Parent hereby distributes, assigns, transfers, conveys and delivers to each of the WP Splitters, WP XI Partners and WP Energy Partners, in accordance with Schedule III and the ▇▇▇▇▇▇▇ Parent LP Agreement, ▇▇▇▇▇▇▇ Parent’s right, title and interest in and to all of the Midstream Blocker Stock, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of the WP Midstream Blockers, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “Midstream Blocker Stock Distribution”). (p) Each of the WP Splitters, WP XI Partners and WP Energy Partners hereby accepts the distribution of the Midstream Blocker Stock to be distributed to it from ▇▇▇▇▇▇▇ Parent pursuant to the Midstream Blocker Stock Distribution and agrees to be subject to all rights and obligations with respect to the Midstream Blocker Stock received by it pursuant to Midstream Blocker Stock Distribution.