WRITTEN CONSENT OF THE
COMPANY; PROVIDED, HOWEVER, THAT THE HOLDER MAY ASSIGN ITS RIGHTS AND
OBLIGATIONS HEREUNDER, FOLLOWING AT LEAST TEN (10) DAYS' PRIOR WRITTEN NOTICE TO
THE COMPANY, (I) TO THE DIRECT EQUITY OWNERS (E.G., PARTNERS OR MEMBERS) OR
BENEFICIARIES IN CONNECTION WITH A DISTRIBUTION OF THE HOLDER'S UNITS TO ITS
EQUITY OWNERS OR BENEFICIARIES AND (II) TO A PERMITTED TRANSFEREE IN CONNECTION
WITH A TRANSFER OF ALL OR A PORTION OF THE HOLDER'S UNITS IN ACCORDANCE WITH THE
TERMS OF THE PARTNERSHIP AGREEMENT, IF, IN THE CASE OF (I) AND (II) ABOVE, SUCH
PERSONS AGREE IN WRITING TO BE BOUND BY ALL OF THE PROVISIONS HEREOF.
THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE SUCCESSORS AND
PERMITTED ASSIGNS OF ALL OF THE PARTIES HERETO.
6.4
BURDEN AND BENEFIT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, EXECUTORS, PERSONAL
AND LEGAL REPRESENTATIVES, SUCCESSORS AND, SUBJECT TO SECTION 6.3 ABOVE,
ASSIGNS.
6.5
NOTICES.
ALL NOTICES CALLED FOR UNDER THIS AGREEMENT SHALL BE IN WRITING
AND SHALL BE DEEMED GIVEN UPON RECEIPT IF DELIVERED PERSONALLY OR BY FACSIMILE
TRANSMISSION AND FOLLOWED PROMPTLY BY MAIL, OR MAILED BY REGISTERED OR CERTIFIED
MAIL (RETURN RECEIPT REQUESTED), POSTAGE PREPAID, TO THE PARTIES AT THE
ADDRESSES SET FORTH BELOW THEIR NAMES IN SCHEDULE A HERETO, OR TO ANY OTHER
ADDRESS OR ADDRESSEE AS ANY PARTY ENTITLED TO RECEIVE NOTICE UNDER THIS
AGREEMENT SHALL DESIGNATE, FROM TIME TO TIME, TO THE OTHERS IN THE MANNER
PROVIDED IN THIS SECTION 6.5 FOR THE SERVICE OF NOTICES; PROVIDED,
13
HOWEVER, THAT NOTICES OF A CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON
RECEIPT THEREOF.
ANY NOTICE DELIVERED TO THE PARTY HERETO TO WHOM IT IS
ADDRESSED SHALL BE DEEMED TO HAVE BEEN GIVEN AND RECEIVED ON THE DAY IT WAS
RECEIVED; PROVIDED, HOWEVER, THAT IF SUCH DAY IS NOT A BUSINESS DAY THEN THE
NOTICE SHALL BE DEEMED TO HAVE BEEN GIVEN AND RECEIVED ON THE BUSINESS DAY NEXT
FOLLOWING SUCH DAY AND IF ANY PARTY REJECTS DELIVERY OF ANY NOTICE ATTEMPTED TO
BE GIVEN HEREUNDER, DELIVERY SHALL BE DEEMED GIVEN ON THE DATE OF SUCH
REJECTION.
ANY NOTICE SENT BY FACSIMILE TRANSMISSION SHALL BE DEEMED TO HAVE
BEEN GIVEN AND RECEIVED ON THE BUSINESS DAY NEXT FOLLOWING THE TRANSMISSION.
6.6
SPECIFIC PERFORMANCE.
THE PARTIES HERETO ACKNOWLEDGE THAT THE OBLIGATIONS
UNDERTAKEN BY THEM HEREUNDER ARE UNIQUE AND THAT THERE WOULD BE NO ADEQUATE
REMEDY AT LAW IF EITHER PARTY FAILS TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER,
AND ACCORDINGLY AGREE THAT EACH PARTY, IN ADDITION TO ANY OTHER REMEDY TO WHICH
IT MAY BE ENTITLED AT LAW OR IN EQUITY, SHALL BE ENTITLED TO (I) COMPEL SPECIFIC
PERFORMANCE OF THE OBLIGATIONS, COVENANTS AND AGREEMENTS OF THE OTHER PARTY
UNDER THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND (II) OBTAIN PRELIMINARY INJUNCTIVE RELIEF TO SECURE SPECIFIC
PERFORMANCE AND TO PREVENT A BREACH OR CONTEMPLATED BREACH OF THIS