COMMISSION (THE "8-K FILING") DESCRIBING THE TERMS OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THE OTHER BASIC DOCUMENTS AND THE ACQUISITION
AGREEMENT AND INCLUDING AS EXHIBITS TO SUCH CURRENT REPORT ON FORM 8-K THIS
AGREEMENT, THE OTHER BASIC DOCUMENTS AND THE ACQUISITION AGREEMENT, IN THE FORM
REQUIRED BY THE EXCHANGE ACT.
THEREAFTER, THE PARTNERSHIP SHALL TIMELY FILE ANY
FILINGS AND NOTICES REQUIRED BY THE COMMISSION OR APPLICABLE LAW WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY.
EXCEPT WITH RESPECT TO THE 8-K FILING AND
THE PRESS RELEASE REFERENCED ABOVE (A COPY OF WHICH WILL BE PROVIDED TO THE
PURCHASERS FOR THEIR REVIEW AS EARLY AS PRACTICABLE PRIOR TO ITS FILING), THE
PARTNERSHIP SHALL, AT LEAST TWO BUSINESS DAYS PRIOR TO THE FILING OR
DISSEMINATION OF ANY DISCLOSURE REQUIRED BY THIS SECTION 5.4, PROVIDE A COPY
THEREOF TO THE PURCHASERS FOR THEIR REVIEW.
THE PARTNERSHIP AND THE PURCHASERS
SHALL CONSULT WITH EACH OTHER IN ISSUING ANY PRESS RELEASES OR OTHERWISE MAKING
PUBLIC STATEMENTS OR FILINGS AND OTHER COMMUNICATIONS WITH THE COMMISSION OR ANY
REGULATORY AGENCY OR THE NASDAQ STOCK MARKET (OR OTHER EXCHANGE ON WHICH
SECURITIES OF THE PARTNERSHIP ARE LISTED OR TRADED) WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER PARTY SHALL ISSUE ANY SUCH PRESS
RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT, FILING OR OTHER
COMMUNICATION WITHOUT THE PRIOR CONSENT OF THE OTHER, EXCEPT IF SUCH DISCLOSURE
IS REQUIRED BY LAW, IN WHICH CASE THE DISCLOSING PARTY SHALL PROMPTLY PROVIDE
THE OTHER PARTY WITH PRIOR NOTICE OF SUCH PUBLIC STATEMENT, FILING OR OTHER
COMMUNICATION.
NOTWITHSTANDING THE FOREGOING, THE PARTNERSHIP SHALL NOT
PUBLICLY DISCLOSE THE NAME OF ANY PURCHASER, OR INCLUDE THE NAME OF ANY
PURCHASER IN ANY PRESS RELEASE, WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH
PURCHASER EXCEPT TO THE EXTENT THE NAMES OF THE PURCHASERS ARE INCLUDED IN THIS
AGREEMENT AS FILED AS AN EXHIBIT TO THE 8-K FILING AND THE PRESS RELEASE
REFERRED TO IN THE FIRST SENTENCE ABOVE.
THE PARTNERSHIP SHALL NOT, AND SHALL
CAUSE EACH OF ITS RESPECTIVE REPRESENTATIVES NOT TO, PROVIDE ANY PURCHASER WITH
ANY MATERIAL NON-PUBLIC INFORMATION REGARDING THE PARTNERSHIP FROM AND AFTER THE
ISSUANCE OF THE ABOVE-REFERENCED PRESS RELEASE WITHOUT THE EXPRESS WRITTEN
CONSENT OF SUCH PURCHASER.
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SECTION 5.5
USE OF PROCEEDS. THE PARTNERSHIP SHALL USE THE
COLLECTIVE PROCEEDS FROM THE SALE OF THE UNITS TO PROVIDE FUNDS TO TCGL
INTERMEDIATE PARTNERSHIP TO PARTIALLY FUND THE PURCHASE PRICE SET FORTH IN THE
ACQUISITION AGREEMENT.
SECTION 5.6
TAX INFORMATION. THE PARTNERSHIP SHALL PROVIDE THE
PURCHASERS WITH ANY REASONABLY REQUESTED TAX INFORMATION RELATED TO THEIR
OWNERSHIP OF THE UNITS.
SECTION 5.7
CERTAIN SPECIAL ALLOCATIONS OF BOOK AND TAXABLE
INCOME.
TO THE EXTENT THAT THE UNIT PRICE IS LESS THAN THE TRADING PRICE OF THE
COMMON UNITS OF THE PARTNERSHIP ON THE NASDAQ GLOBAL SELECT MARKET AS OF THE
CLOSING DATE, THE GENERAL PARTNER INTENDS TO SPECIALLY ALLOCATE ITEMS OF BOOK
AND TAXABLE INCOME TO THE PURCHASERS SO THAT THEIR CAPITAL ACCOUNTS IN THEIR
UNITS ARE CONSISTENT, ON A PER-UNIT BASIS, WITH