Common use of Topping Fee Clause in Contracts

Topping Fee. In the event that (i) this Agreement is terminated pursuant to Section 8.1(c) and (ii) within the 12 months following such termination a National Possible Alternative is consummated which is more beneficial than the transactions contemplated by this Agreement, taken as a whole, to the holders of National Common Units other than the National MGP and its affiliates, then the National MLP shall pay to the Purchaser, within three days of such consummation, a topping fee equal to $6.0 million (inclusive of any amounts previously paid by the National MLP pursuant to Section 8.2(b) hereof). If the transaction does not involve the acquisition of substantially all of the interests in or assets of the National MLP or the National OLP, then the calculation of the amount to be paid in excess of amounts paid pursuant to Section 8.2(b) shall be adjusted on a pro rata basis.