Default by the Merging Entity Clause Samples

Default by the Merging Entity the Owner or the Splitter Partnership. If the Closing is not consummated because of a default by the Merging Entity, the Owner or the Splitter Partnership under this Agreement, then the Parent and the Merger Subs may either (i) seek specific performance of this Agreement by requiring the Merging Entity to assign the LLC Equity Interests to Upstream Merger Sub and in connection therewith the Owner shall reimburse the Parent and the Merger Subs for the actual out-of-pocket expenses incurred by the Parent or the Merger Subs in connection with seeking such specific performance, or (ii) terminate this Agreement in full and, except as expressly set forth elsewhere in this Agreement, no party hereto shall thereafter have any obligation under any provision of this Agreement.