Common use of Termination by Either Parent or the Partnership Clause in Contracts

Termination by Either Parent or the Partnership. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of either the Parent Board or the Partnership Board, with approval of the Special Committee, if: (a) the Merger shall not have been consummated by March 18, 2019 (the “Outside Date”); provided, further, that the right to terminate this Agreement pursuant to this Section 10.2(a) shall not be available to any Party that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger; (b) the Unitholder Approval shall not have been obtained at the Partnership Unitholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement; or (c) any Law or Governmental Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to this Section 10.2(b) shall not be available to any Party that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Partnership. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Time: (a) by action either of either the Parent Board or the Partnership Board, with approval (duly authorized by the Conflicts Committee on behalf of the Special Committee, Partnership) if: (ai) the Merger shall not have been consummated by March 18August 14, 2019 2021 (the “Outside Date”); provided, further, that the right to terminate this Agreement pursuant to this Section 10.2(a9.2(a)(i) shall not be available to any Party that has breached (or whose Subsidiaries of a Party hereto have breached) in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger; (ii) any Law or Governmental Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to this Section 9.2(a)(ii) shall not be available to any Party that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger;; or (biii) if the Partnership Unitholder Approval Meeting shall have concluded and the Requisite Partnership Vote shall not have been obtained at the Partnership Unitholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement; or (c) any Law or Governmental Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to this Section 10.2(b) shall not be available to any Party that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Mergerobtained.

Termination by Either Parent or the Partnership. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of either the Parent Partnership Board or the Partnership Parent Board, with approval of the Special Committee, if: (a) the Merger shall not have been consummated by March 18February 25, 2019 (the “Outside Date”); provided, further, that the right to terminate this Agreement pursuant to this Section 10.2(a) shall not be available to any Party that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger; (b) the Unitholder Approval shall not have been obtained at the Partnership Unitholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement; or (cb) any Law or Governmental Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to this Section 10.2(b) shall not be available to any Party that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.