INTEREST IN THE BLOCKER
ENTITY) AND BEEN ACQUIRED BY THE PARENT BY VIRTUE OF THE MERGER PURSUANT TO THIS
AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL LIMIT THE RIGHTS OR
OBLIGATIONS OF ANY PARENT INDEMNIFIED PERSON WITH RESPECT TO SUCH BLOCKER ENTITY
AS EXPRESSLY PROVIDED IN THE BLOCKER PURCHASE AGREEMENTS.
(C)
EACH PARTY SHALL TAKE SUCH OTHER ACTIONS AND EXECUTE SUCH
OTHER AGREEMENTS AS ARE REASONABLY NECESSARY TO ASSURE THAT THE TRANSACTIONS
CONTEMPLATED BY THE BLOCKER PURCHASE AGREEMENTS AND THIS AGREEMENT, WHEN TAKEN
TOGETHER, EQUITABLY REFLECT THE RELATIVE RIGHTS AND OBLIGATIONS OF THE
RESPECTIVE PARTIES (INCLUDING THE RIGHTS OF THE PARENT INDEMNIFIED PERSONS AND
THE UNITHOLDERS HEREUNDER) AND THE INTENT OF THE PARTIES DESCRIBED IN THIS
SECTION 6.10.
(D)
NONE OF THE PARENT INDEMNIFIED PERSONS SHALL HAVE ANY
OBLIGATIONS (INCLUDING INDEMNITY OBLIGATIONS) WITH RESPECT TO SUCH OWNERSHIP OF
THOSE UNITS OR AS A UNITHOLDER UNDER THIS AGREEMENT.
(E)
NOTWITHSTANDING THE FOREGOING TERMS OF THIS SECTION 6.10, IF
A BLOCKER OWNER REFUSES OR OTHERWISE DOES NOT ENTER INTO A BLOCKER PURCHASE
AGREEMENT OR THE CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PARENT AND MEMC
HOLDINGS CORPORATION UNDER ANY APPLICABLE BLOCKER PURCHASE AGREEMENT ARE NOT
SATISFIED ON THE CLOSING DATE, THEN THE PARENT SHALL HAVE NO OBLIGATION TO CAUSE
ITS WHOLLY OWNED SUBSIDIARY TO PURCHASE THE BLOCKER INTEREST OWNED BY SUCH
BLOCKER OWNER, AND IN LIEU THEREOF, THE UNITS OWNED BY THE APPLICABLE BLOCKER
ENTITY SHALL BE ACQUIRED BY PARENT BY VIRTUE OF THE MERGER PURSUANT TO THE TERMS
OF THIS AGREEMENT.