AUTHORIZATIONS AND APPROVALS REQUIRED BY LAW AND,
TO THE EXTENT APPLICABLE, UNDER ITS CHARTER OR BY-LAWS, PARTNERSHIP AGREEMENT,
TRUST AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTS TO ENTER INTO THIS AGREEMENT
TO SELL, TRANSFER AND DELIVER ALL OF THE SELLING STOCKHOLDER SHARES WHICH MAY BE
SOLD BY SUCH SELLING STOCKHOLDER PURSUANT TO THIS AGREEMENT AND TO COMPLY WITH
ITS OTHER OBLIGATIONS HEREUNDER AND THEREUNDER.
THIS AGREEMENT HAS BEEN (OR
UPON DELIVERY WILL HAVE BEEN) DULY EXECUTED BY SUCH SELLING STOCKHOLDER, WHEN
DELIVERED IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF, WILL CONSTITUTE THE
VALID AND BINDING OBLIGATION OF SUCH SELLING STOCKHOLDER ENFORCEABLE AGAINST
SUCH SELLING STOCKHOLDER IN ACCORDANCE WITH ITS TERMS EXCEPT (I) AS LIMITED BY
GENERAL EQUITABLE PRINCIPLES AND APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM AND OTHER LAWS OF GENERAL APPLICATION AFFECTING
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, (II) AS LIMITED BY LAWS RELATING TO
THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE
REMEDIES AND (III) INSOFAR AS INDEMNIFICATION AND CONTRIBUTION PROVISIONS MAY BE
LIMITED BY APPLICABLE LAW.
(C)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY SUCH SELLING STOCKHOLDER, THE SALE OF THE SELLING STOCKHOLDER
SHARES BY SUCH SELLING STOCKHOLDER AND THE CONSUMMATION BY SUCH SELLING
STOCKHOLDER OF THE OTHER TRANSACTIONS CONTEMPLATED HEREBY DO NOT AND WILL NOT
(I) IF SUCH SELLING STOCKHOLDER IS NOT A NATURAL PERSON, CONFLICT WITH OR
VIOLATE ANY PROVISION OF THE COMPANY'S OR ANY SUBSIDIARY'S CERTIFICATE OR
ARTICLES OF INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR CHARTER DOCUMENTS,
OR (II) RESULT IN THE CREATION OF ANY LIEN UPON ANY SHARES BEING SOLD BY SUCH
SELLING STOCKHOLDER.
(D)
TITLE TO SHARES TO BE SOLD.
SUCH SELLING STOCKHOLDER IS, ON THE
CLOSING DATE, THE RECORD AND BENEFICIAL OWNER OF, AND HAS GOOD AND VALID TITLE
TO, THE SELLING STOCKHOLDER SHARES TO BE SOLD BY IT FREE AND CLEAR OF ALL LIENS,
ENCUMBRANCES, EQUITIES, PLEDGES OR CLAIMS AND HAS DULY INDORSED SUCH SHARES IN
BLANK, AND ASSUMING THAT THE PURCHASERS ACQUIRE THEIR INTEREST IN THE SHARES
THEY HAVE PURCHASED WITHOUT NOTICE OF ANY ADVERSE CLAIM (WITHIN THE MEANING OF
SECTION 8-105 OF THE UNIFORM COMMERCIAL CODE ("UCC")), SUCH PURCHASERS THAT HAVE
PURCHASED THE SHARES BY MAKING PAYMENT THEREFOR, AS PROVIDED HEREIN, AND THAT
HAVE HAD SUCH SHARES DELIVERED TO, OR CREDITED TO THE SECURITIES ACCOUNT OR
ACCOUNTS OF, SUCH PURCHASERS SHALL HAVE ACQUIRED A SECURITY ENTITLEMENT (WITHIN
THE MEANING OF SECTION 8-102(A)(17) OF THE UCC) TO SUCH SHARES PURCHASED BY SUCH
PURCHASERS, AND NO ACTION BASED ON AN ADVERSE CLAIM, MAY BE ASSERTED AGAINST
SUCH PURCHASERS WITH RESPECT TO SUCH SHARES.
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(E)
DELIVERY OF THE SHARES TO BE SOLD.
UPON DELIVERY OF THE SELLING
STOCKHOLDER SHARES WHICH ARE BEING SOLD BY SUCH SELLING STOCKHOLDER PURSUANT TO
THIS AGREEMENT AND ASSUMING THAT EACH PURCHASER HAS NO KNOWLEDGE OF AN ADVERSE
CLAIM, SUCH PURCHASER SHALL BE A PROTECTED PURCHASER (WITHIN THE MEANING OF
SECTION 8-303 OF THE UCC).
(F)
DISCLOSURE.
EXCEPT WITH RESPECT TO THE MATERIAL TERMS AND
CONDITIONS OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION