Unitholder Termination Clause Samples

Unitholder Termination. The Required Unitholders, in their sole discretion, may terminate this Agreement upon or at any time following the occurrence of any of the following events (each, a “Required Unitholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 5.2 hereof, except to the extent that such Required Unitholder Termination Event has been waived in writing by the Required Unitholders: (a) The Partnership amends or modifies the Offer to Exchange in any manner adverse to any of the Unitholders or otherwise in a manner inconsistent with the terms of this Agreement; provided that, solely in the case of such an amendment or modification that is made at least five (5) business days before the Expiration Date, such amendment or modification has not been revoked or withdrawn within three (3) business days of written notice from the Required Unitholders; (b) The Offer has not been consummated by 5:00 p.m., New York City time, on January 18, 2022, provided that such date may be extended by the Partnership by written notice to the Unitholders (so long as the Agreement has not been terminated prior to delivery of such notice) to a date not later than 5:00 p.m., New York City time, on February 2, 2022 if the Partnership determines, based on the advice of outside counsel, that such extension is reasonably necessary to address comments from the SEC; (c) the issuance by any governmental authority, any regulatory authority, or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Offer on its terms; provided, however, that the Partnership shall have five business days after issuance of such ruling or order to obtain relief that would allow consummation of the Offer in a manner that does not prevent or diminish in a material way compliance with the terms of this Agreement or the Offer to Exchange; (d) there shall have occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Partnership, in each case as compared to such business, operations, assets, liabilities or financial condition as of the date hereof; or (e) the breach in any material respect by the P...