Common use of TERMINATION OF THE MERGERS AND THE MERGER AGREEMENT Clause in Contracts

TERMINATION OF THE MERGERS AND THE MERGER AGREEMENT. The merger agreement may be terminated and the mergers abandoned, in whole or in part, for any or all of the partnerships, at any time prior to the effective time, whether before or after approval by the limited partners: - by the mutual written consent of the parties; - by any party, if: -- any applicable law, rule or regulation makes consummation of the mergers illegal or otherwise prohibited or any final and non-appealable judgment, injunction, order or decree enjoining any party from consummating the mergers is entered; -- the requisite limited partner approval for a partnership is not obtained by a vote at the special meetings or at any adjournment or postponement thereof; or -- any suit, action or proceeding is filed against Pioneer, Pioneer USA or any officer, director or affiliate of Pioneer or Pioneer USA challenging the legality or any aspect of the mergers or the transactions related thereto; - by Pioneer, if Pioneer USA or any partnership is in material breach of the merger agreement; - by Pioneer USA or any partnership with respect to that partnership's merger, if Pioneer is in material breach of the merger agreement; - by Pioneer USA, if Pioneer USA determines that termination of the merger agreement is required for its board to comply with its fiduciary duties; or - by Pioneer, if there shall have occurred any event, circumstance, condition, development or occurrence causing, resulting in or having, or reasonably expected to cause, result in or have, a material adverse effect (1) on any partnership's business, operations, properties, taken as a whole, condition, financial or otherwise, results of operations, assets, taken as a whole, liabilities or cash flows, or (2) on market prices for oil and gas prevailing generally in the oil and gas industry since the date of determination of the oil and gas commodity prices used in the determination of the merger values. If the merger agreement is validly terminated or the mergers are abandoned, no party shall have any liabilities or obligations to the other parties except: - if Pioneer terminates the merger agreement or abandons the mergers, Pioneer will pay all estimated expenses and fees of the mergers of all of the partnerships incurred before the termination of the merger agreement or abandonment of the mergers; and - a party will be liable if that party is in breach of the merger agreement.