AND THE SUITABILITY THEREOF AS AN INVESTMENT FOR IT, (II) UNDERSTANDS THAT AN
INVESTMENT IN THE VOSS MEMBERSHIP INTEREST INVOLVES A RISK OF FINANCIAL LOSS,
AND (III) UNDERSTANDS THAT THE VOSS MEMBERSHIP INTEREST HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND THAT THE VOSS
MEMBERSHIP INTEREST MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND COMPARABLE STATE SECURITIES
LAWS OR AN EXEMPTION THEREFROM.
(B)
INVESTMENT.
PURCHASER HAS NOT ENTERED INTO
ANY AGREEMENT TO EXCHANGE THE VOSS MEMBERSHIP INTEREST WITH ANY OTHER PARTY.
PURCHASER IS ACQUIRING THE VOSS MEMBERSHIP INTEREST FOR INVESTMENT FOR ITS OWN
ACCOUNT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
DISTRIBUTION THEREOF IN VIOLATION OF FEDERAL AND STATE SECURITIES LAWS.
3.6
CONSENTS.
NO CONSENT, AUTHORIZATION, PERMIT,
LICENSE OR FILING WITH ANY GOVERNMENTAL AUTHORITY, LENDER, LESSOR, LANDLORD,
MANUFACTURER, SUPPLIER OR OTHER PERSON OR ENTITY IS REQUIRED TO AUTHORIZE, OR IS
REQUIRED IN CONNECTION WITH, THE EXECUTION, DELIVERY AND PERFORMANCE BY
PURCHASER OF THIS AGREEMENT AND THE AGREEMENTS AND DOCUMENTS CONTEMPLATED
HEREUNDER TO BE ENTERED INTO BY THE PURCHASER OR THE TRANSFER OF THE VOSS
MEMBERSHIP INTEREST.
3.7
TERRORISM.
NONE OF PURCHASER, NOR ANY OF ITS
RESPECTIVE MEMBERS OR OTHER EQUITY OWNERS, AND NONE OF ITS RESPECTIVE EMPLOYEES,
OFFICERS, DIRECTORS, REPRESENTATIVES OR AGENTS, (I) IS A PERSON OR ENTITY WITH
WHOM U.S. PERSONS OR ENTITIES ARE RESTRICTED FROM DOING BUSINESS UNDER
REGULATIONS OF THE OFAC (INCLUDING THOSE NAMED ON OFAC'S SPECIALLY DESIGNATED
AND BLOCKED PERSONS LIST) OR UNDER ANY STATUTE, EXECUTIVE ORDER (INCLUDING THE
SEPTEMBER 24, 2001, EXECUTIVE ORDER BLOCKING PROPERTY AND PROHIBITING
TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM),
OR OTHER GOVERNMENTAL ACTION RELATING TO TERRORIST ACTIVITIES OR MONEY
LAUNDERING AND (II) IS ENGAGED IN ANY DEALINGS OR TRANSACTIONS OR BE OTHERWISE
ASSOCIATED WITH SUCH PERSONS OR ENTITIES.
22
ARTICLE IV.
POST-CLOSING AGREEMENTS
4.1
FURTHER ACTION.
FROM AND AFTER THE CLOSING,
EACH PARTY HERETO SHALL PERFORM SUCH FURTHER ACTS AND EXECUTE SUCH DOCUMENTS,
AND OTHERWISE COOPERATE WITH THE OTHER PARTIES HERETO, AS MAY BE REASONABLY
REQUIRED TO EFFECTUATE THE MEMBERSHIP INTEREST PURCHASE AND THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY.
4.2
RECEIPT OF PAYMENTS AND CORRESPONDENCE.
FROM
AND AFTER THE CLOSING:
(A)
IF EITHER PARTY AT ANY TIME COMES INTO
POSSESSION OF ANY ASSETS THAT ARE THE PROPERTY OF THE OTHER PARTY, THE RECEIVING
PARTY SHALL DELIVER SUCH ASSETS OVER TO THE OTHER PARTY WITHIN THREE (3)
BUSINESS DAYS.
(B)
IF AFTER CLOSING SELLER SHALL RECEIVE ANY
COMMUNICATIONS OR CORRESPONDENCE PERTAINING TO 128VOSS, THE PROJECT OWNER OR
THEIR BUSINESSES, SELLER SHALL PROMPTLY FORWARD SUCH COMMUNICATION OR
CORRESPONDENCE TO PURCHASER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
IN THE EVENT THAT, AFTER THE CLOSING, SELLER RECEIVES ANY TELEPHONIC OR
ELECTRONIC COMMUNICATIONS (INCLUDING WITHOUT LIMITATION ELECTRONIC MAIL) OF
128VOSS OR THE PROJECT OWNER, SELLER SHALL IMMEDIATELY (AND, WITH REGARD TO
WRITTEN COMMUNICATIONS, WITHIN THREE DAYS) DIRECT SUCH COMMUNICATIONS OR
INQUIRIES TO A TELEPHONE NUMBER, ADDRESS OR ELECTRONIC MAIL ADDRESS,