SUBJECT TO THE
CONDITIONS HEREOF, THE BUYER AND EACH SELLER SHALL USE ITS OR HIS COMMERCIALLY
REASONABLE BEST EFFORTS TO TAKE, OR CAUSE TO BE TAKEN, ALL APPROPRIATE ACTION,
AND TO DO OR CAUSE TO BE DONE, ALL THINGS NECESSARY, PROPER OR ADVISABLE UNDER
APPLICABLE LAWS TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
WITHOUT LIMITING THE FOREGOING BUT SUBJECT TO THE OTHER
TERMS OF THIS AGREEMENT, THE PARTIES HERETO AGREE THAT, FROM TIME TO TIME,
WHETHER BEFORE, AT OR AFTER THE CLOSING DATE, EACH OF THEM WILL EXECUTE AND
DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, SUCH INSTRUMENTS OF ASSIGNMENT,
TRANSFER, CONTRIBUTION, CONVEYANCE, ENDORSEMENT, DIRECTION OR AUTHORIZATION AS
MAY BE NECESSARY TO CONSUMMATE AND MAKE EFFECTIVE SUCH TRANSACTIONS.
SECTION 4.2
REGISTRATION RIGHTS AGREEMENT.
ON THE CLOSING DATE,
BUYER AND EACH OF THE SELLERS SHALL EXECUTE AND DELIVER THE REGISTRATION RIGHTS
AGREEMENT, IN THE FORM ATTACHED HERETO AS EXHIBIT E PURSUANT TO WHICH BUYER WILL
AGREE TO GRANT CERTAIN REGISTRATION RIGHTS TO THE SELLERS WITH RESPECT TO COMMON
UNITS ISSUED TO THE SELLERS PURSUANT TO THIS AGREEMENT.
SECTION 4.3
NO SOLICITATION.
EACH SELLER AGREES THAT SELLER WILL
NOT, AND SHALL USE HIS OR ITS REASONABLE BEST EFFORTS TO CAUSE SUCH SELLER'S
REPRESENTATIVES NOT TO, DIRECTLY OR INDIRECTLY THROUGH ANOTHER PERSON, (I)
SOLICIT, INITIATE OR ENCOURAGE OR FACILITATE, ANY PROPOSAL TO ACQUIRE ALL OR A
PORTION OF SUCH SELLER'S CLASS B MEMBERSHIP INTEREST (A "CLASS B PROPOSAL") OR
THE MAKING OR CONSUMMATION THEREOF, (II) ENTER INTO, CONTINUE OR OTHERWISE
PARTICIPATE IN ANY DISCUSSIONS OR NEGOTIATIONS REGARDING, OR FURNISH TO ANY
PERSON ANY INFORMATION IN CONNECTION WITH, OR OTHERWISE COOPERATE IN ANY WAY
WITH, ANY SUCH CLASS B PROPOSAL, (III) WAIVE, TERMINATE, MODIFY OR FAIL TO
ENFORCE ANY PROVISION OF ANY "STANDSTILL" OR SIMILAR OBLIGATION OF ANY PERSON
OTHER THAN BUYER, (IV) APPROVE, ADOPT OR RECOMMEND, OR PUBLICLY PROPOSE TO
APPROVE, ADOPT OR RECOMMEND, EXECUTE OR ENTER INTO, ANY LETTER OF INTENT,
MEMORANDUM OF UNDERSTANDING, AGREEMENT IN PRINCIPLE, MERGER AGREEMENT,
ACQUISITION AGREEMENT, OPTION AGREEMENT, JOINT VENTURE AGREEMENT, PARTNERSHIP
AGREEMENT, OR OTHER SIMILAR CONTRACT OR ANY TENDER OR EXCHANGE OFFER PROVIDING
FOR, WITH RESPECT TO, OR IN CONNECTION WITH, ANY SUCH CLASS B PROPOSAL OR (V)
AGREE OR PUBLICLY PROPOSE TO DO ANY OF THE FOREGOING.
WITHOUT LIMITING THE
FOREGOING, IT IS AGREED THAT ANY VIOLATION OF THE RESTRICTIONS SET FORTH IN THE
PRECEDING SENTENCE BY ANY REPRESENTATIVE OF A SELLER SHALL BE A BREACH OF THIS
SECTION 4.3 BY SUCH SELLER.
EACH SELLER HEREBY REPRESENTS THAT, AS OF THE DATE
HEREOF, SUCH SELLER IS NOT ENGAGED IN ANY DISCUSSIONS OR NEGOTIATIONS WITH
RESPECT TO ANY CLASS B PROPOSAL OTHER THAN WITH BUYER AND AGREES NOT TO, AND
SHALL USE BEST EFFORTS TO CAUSE SUCH SELLER'S REPRESENTATIVES TO, IMMEDIATELY
CEASE AND CAUSE TO BE TERMINATED ALL EXISTING DISCUSSIONS OR NEGOTIATIONS WITH
ANY PERSON CONDUCTED HERETOFORE WITH RESPECT TO ANY CLASS B PROPOSAL AND WILL
TAKE COMMERCIALLY REASONABLE STEPS TO INFORM SUCH SELLER'S REPRESENTATIVES OF
THE OBLIGATIONS UNDERTAKEN BY SUCH