FOR BREACHES OF REPRESENTATIONS AND
WARRANTIES MADE BY THE COMPANY
7
WITH RESPECT TO ITSELF OR ITS BUSINESS, AFFAIRS, ASSETS OR LIABILITIES AND
(Z) NO SECURITYHOLDER SHALL BE LIABLE FOR ANY INDEMNIFICATION OBLIGATION IN
CONNECTION WITH A DRAG-ALONG SALE IN EXCESS OF THE AGGREGATE AMOUNT RECEIVED BY
SUCH SECURITYHOLDER IN SUCH DRAG-ALONG SALE.
WITHIN FIVE BUSINESS DAYS PRIOR TO
THE DATE PROPOSED FOR ANY SECTION 3 CLOSING, EACH OF THE OTHER SECURITYHOLDERS
SHALL (I) DELIVER TO THE SECTION 3 SELLER A WRITTEN INSTRUMENT OF TRANSFER
COVERING SUCH SECURITYHOLDER'S DRAG-ALONG SECURITIES, AND (II) EXECUTE AND
DELIVER TO THE SECTION 3 SELLER A POWER OF ATTORNEY AND A LETTER OF TRANSMITTAL
IN FAVOR OF THE SECTION 3 SELLER, AND IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE SECTION 3 SELLER APPOINTING THE SECTION 3 SELLER AS THE TRUE
AND LAWFUL ATTORNEY-IN-FACT AND CUSTODIAN FOR SUCH OTHER SECURITYHOLDER, WITH
FULL POWER OF SUBSTITUTION, AND AUTHORIZING THE SECTION 3 SELLER TO EXECUTE AND
DELIVER A PURCHASE AND SALE AGREEMENT SUBSTANTIALLY IN THE FORM OF THE THEN
CURRENT DRAFT SALE AGREEMENT AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF THIS
SECTION 3(B) AND TO TAKE SUCH ACTIONS AS THE SECTION 3 SELLER MAY REASONABLY
DEEM NECESSARY OR APPROPRIATE TO EFFECT THE SALE AND TRANSFER OF THE DRAG-ALONG
SECURITIES TO THE SECTION 3 BUYER, UPON RECEIPT OF THE PURCHASE PRICE THEREFOR
SET FORTH IN THE DRAG-ALONG NOTICE AT THE SECTION 3 CLOSING, FREE AND CLEAR OF
ALL SECURITY INTERESTS, LIENS, CLAIMS, ENCUMBRANCES, OPTIONS, AND VOTING
AGREEMENTS OF WHATEVER NATURE (OTHER THAN SECURITIES LAWS RESTRICTIONS),
TOGETHER WITH ALL OTHER DOCUMENTS DELIVERED WITH SUCH DRAG-ALONG NOTICE AND
REQUIRED TO BE EXECUTED IN CONNECTION WITH THE SALE THEREOF PURSUANT TO THE
DRAG-ALONG OFFER.
IF, WITHIN 60 DAYS AFTER DELIVERY TO THE SECTION 3 SELLER,
THE SECTION 3 SELLER HAS NOT COMPLETED THE SALE OF ALL OF THE SECTION 3 SELLER'S
SECURITIES OWNED BY IT AND THE DRAG-ALONG SECURITIES OWNED BY THE OTHER
SECURITYHOLDERS TO THE SECTION 3 BUYER AND ANOTHER DRAG-ALONG NOTICE WITH
RESPECT TO SUCH DRAG-ALONG OFFER HAS NOT BEEN SENT TO THE OTHER SECURITYHOLDERS,
THE SECTION 3 SELLER SHALL RETURN TO EACH OTHER SECURITYHOLDER ALL DOCUMENTS
THAT SUCH OTHER SECURITYHOLDER DELIVERED IN CONNECTION WITH SUCH SALE.
PROMPTLY
AFTER THE SECTION 3 CLOSING, THE SECTION 3 SELLER SHALL FURNISH SUCH OTHER
EVIDENCE OF THE COMPLETION AND TIME OF COMPLETION OF SUCH SALE AND THE TERMS
THEREOF AS MAY REASONABLY BE REQUESTED BY ANY OF THE OTHER SECURITYHOLDERS.
EACH SECURITYHOLDER SHALL BEAR ITS PRO RATA SHARE OF EXPENSES BORNE BY THE
SECTION 3 SELLER OR THE COMPANY RELATED TO THE DRAG-ALONG SALE.
FOR THE
AVOIDANCE OF DOUBT, TRANSFERS OF DRAG-ALONG SECURITIES BY SECURITYHOLDERS
PURSUANT TO AND IN CONFORMITY WITH THIS SECTION 3 SHALL BE PERMITTED FOR ALL
PURPOSES UNDER THIS AGREEMENT.
(C)
REMEDIES.
EACH OF THE SECURITYHOLDERS ACKNOWLEDGES THAT THE
SECTION 3 SELLER WOULD BE IRREPARABLY DAMAGED IN THE EVENT OF A BREACH OR A
THREATENED BREACH BY SUCH OTHER SECURITYHOLDER OF ANY OF ITS OBLIGATIONS UNDER
THIS