Common use of Fairness Clause in Contracts

Fairness. In deciding to approve the mergers on , 1999, our board of directors decided that the mergers are advisable, fair to you, and in your best interests based on a variety of factors. These factors include: - the form and amount of consideration offered to the partners; - the comparison of the cash payments in the mergers to the diminished future cash distributions otherwise expected as oil and gas production continues to decline; - the elimination after the mergers of limited partners' tax preparation costs relating to partnership tax information; - that Pioneer is offering a competitive price because of: -- the commodity pricing used in determining the merger values;