Common use of Conclusions Clause in Contracts

Conclusions. Stan▇▇▇ ▇▇▇cluded that, based upon and subject to its analysis, assumptions, limitations and qualifications cited in its opinion, and as of the date of the fairness opinion, the merger value to be paid in cash for the limited partner interests in connection with the mergers is fair from a financial point of view to the limited partner of each respective partnership. Compensation and Material Relationships. Stan▇▇▇ ▇▇▇ been paid a fee of $200,000 in connection with the rendering of the fairness opinion. Such fee was not conditioned on Stan▇▇▇'▇ ▇▇▇dings and is payable whether or not the mergers are consummated. In addition, Stan▇▇▇ ▇▇▇l be reimbursed for all reasonable out-of-pocket expenses, including legal fees, and will be indemnified against certain liabilities including certain liabilities under the securities laws. During the past two years, the partnerships had engaged Stan▇▇▇ ▇▇ render financial advisory services in connection with proposed transactions which were withdrawn and never consummated. In connection with such assignments Stan▇▇▇ ▇▇▇ paid fees aggregating $125,000. ALTERNATIVE TRANSACTIONS TO THE MERGERS We considered the following alternative types of transactions before selecting the merger transaction described in this document. As discussed below, we believe that the mergers are the best available alternative for the partnerships to maximize the value of the partnerships' property interests.