Common use of Intercompany Note Clause in Contracts

Intercompany Note. Notwithstanding anything herein to the contrary, the Intercompany Note may be cancelled prior to the Closing in exchange for receipt by the General Partner of 10,750,000 common units of the Partnership (the “Exchanged Units”). If and when so exchanged, the Merger Consideration (as defined in the Merger Agreement) received for the Exchanged Units under the Merger Agreement shall be the sole and exclusive property of the Seller and Seller Holdco and shall be paid directly to Seller or Seller Holdco in connection with “Closing” (as defined in and pursuant to the terms and conditions of the Merger Agreement). The General Partner shall execute a direction letter to cause the Merger Consideration received for the Exchanged Units under the Merger Agreement to be paid directly to Seller and, if any Merger Consideration is received by Buyer or the General Partner for the Exchanged Units, Buyer or the General Partner, as applicable, shall hold such consideration in trust and for the benefit of Seller and shall transfer such Merger Consideration to Seller or Seller Holdco as promptly as possible after the Closing.

Intercompany Note. Notwithstanding anything herein to the contrary, the Intercompany Note may be cancelled prior to the Closing in exchange for receipt by the General Partner of 10,750,000 common units of the Partnership (the “"Exchanged Units”"). If and when so exchanged, the Merger Consideration (as defined in the Merger Agreement) received for the Exchanged Units under the Merger Agreement shall be the sole and exclusive property of the Seller and Seller Holdco and shall be paid directly to Seller or Seller Holdco in connection with “"Closing” " (as defined in and pursuant to the terms and conditions of the Merger Agreement). The General Partner shall execute a direction letter to cause the Merger Consideration received for the Exchanged Units under the Merger Agreement to be paid directly to Seller and, if any Merger Consideration is received by Buyer or the General Partner for the Exchanged Units, Buyer or the General Partner, as applicable, shall hold such consideration in trust and for the benefit of Seller and shall transfer such Merger Consideration to Seller or Seller Holdco as promptly as possible after the Closing.