Common use of Mergers Clause in Contracts

Mergers. For purposes of this Agreement, each merger described in the Proxy Statement shall be treated as if the partnership has: (a) disposed of all of its assets and liabilities to Pioneer USA in exchange for an amount in cash representing the merger value of the partnership, and (b) liquidated in the manner provided in the liquidation provisions of this Agreement. Accordingly, upon the partnership's deemed liquidation resulting from the mergers, Pioneer USA will pay an amount of cash to the partners, other than itself, in accordance with the liquidation provisions of this Agreement. For purposes of Delaware law, the merger shall be a merger subject to the provisions of Section 17-211 of the Delaware Revised Uniform Limited Partnership Act.