TO THE CONDITIONS HEREOF, THE BUYER AND EACH SELLER SHALL USE ITS OR HIS
COMMERCIALLY REASONABLE BEST EFFORTS TO TAKE, OR CAUSE TO BE TAKEN, ALL
APPROPRIATE ACTION, AND TO DO OR CAUSE TO BE DONE, ALL THINGS NECESSARY, PROPER
OR ADVISABLE UNDER APPLICABLE LAWS TO CONSUMMATE AND MAKE EFFECTIVE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING BUT
SUBJECT TO THE OTHER TERMS OF THIS AGREEMENT, THE PARTIES HERETO AGREE THAT,
FROM TIME TO TIME, WHETHER BEFORE, AT OR AFTER THE CLOSING DATE, EACH OF THEM
WILL EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, SUCH
INSTRUMENTS OF ASSIGNMENT, TRANSFER, CONTRIBUTION, CONVEYANCE, ENDORSEMENT,
DIRECTION OR AUTHORIZATION AS MAY BE NECESSARY TO CONSUMMATE AND MAKE EFFECTIVE
SUCH TRANSACTIONS.
SECTION 4.2
REGISTRATION RIGHTS AGREEMENT.
ON THE CLOSING DATE, BUYER AND EACH OF THE SELLERS SHALL EXECUTE AND DELIVER THE
REGISTRATION RIGHTS AGREEMENT, IN THE FORM ATTACHED HERETO AS EXHIBIT E PURSUANT
TO WHICH BUYER WILL AGREE TO GRANT CERTAIN REGISTRATION RIGHTS TO THE SELLERS
WITH RESPECT TO COMMON UNITS ISSUED TO THE SELLERS PURSUANT TO THIS AGREEMENT.
SECTION 4.3
NO SOLICITATION. EACH SELLER
AGREES THAT SELLER WILL NOT, AND SHALL USE HIS OR ITS REASONABLE BEST EFFORTS TO
CAUSE SUCH SELLER'S REPRESENTATIVES NOT TO, DIRECTLY OR INDIRECTLY THROUGH
ANOTHER PERSON, (I) SOLICIT, INITIATE OR ENCOURAGE OR FACILITATE, ANY PROPOSAL
TO ACQUIRE ALL OR A PORTION OF SUCH SELLER'S CLASS B MEMBERSHIP INTEREST (A
"CLASS B PROPOSAL") OR THE MAKING OR CONSUMMATION THEREOF, (II) ENTER INTO,
CONTINUE OR OTHERWISE PARTICIPATE IN ANY DISCUSSIONS OR NEGOTIATIONS REGARDING,
OR FURNISH TO ANY PERSON ANY INFORMATION IN CONNECTION WITH, OR OTHERWISE
COOPERATE IN ANY WAY WITH, ANY SUCH CLASS B PROPOSAL, (III) WAIVE, TERMINATE,
MODIFY OR FAIL TO ENFORCE ANY PROVISION OF ANY "STANDSTILL" OR SIMILAR
OBLIGATION OF ANY PERSON OTHER THAN BUYER, (IV) APPROVE, ADOPT OR RECOMMEND, OR
PUBLICLY PROPOSE TO APPROVE, ADOPT OR RECOMMEND, EXECUTE OR ENTER INTO, ANY
LETTER OF INTENT, MEMORANDUM OF UNDERSTANDING, AGREEMENT IN PRINCIPLE, MERGER
AGREEMENT, ACQUISITION AGREEMENT, OPTION AGREEMENT, JOINT VENTURE AGREEMENT,
PARTNERSHIP AGREEMENT, OR OTHER SIMILAR CONTRACT OR ANY TENDER OR EXCHANGE OFFER
PROVIDING FOR, WITH RESPECT TO, OR IN CONNECTION WITH, ANY SUCH CLASS B PROPOSAL
OR (V) AGREE OR PUBLICLY PROPOSE TO DO ANY OF THE FOREGOING. WITHOUT LIMITING
THE FOREGOING, IT IS AGREED THAT ANY VIOLATION OF THE RESTRICTIONS SET FORTH IN
THE PRECEDING SENTENCE BY ANY REPRESENTATIVE OF A SELLER SHALL BE A BREACH OF
THIS SECTION 4.3 BY SUCH SELLER. EACH SELLER HEREBY REPRESENTS THAT, AS OF THE
DATE HEREOF, SUCH SELLER IS NOT ENGAGED IN ANY DISCUSSIONS OR NEGOTIATIONS WITH
RESPECT TO ANY CLASS B PROPOSAL OTHER THAN WITH BUYER AND AGREES NOT TO, AND
SHALL USE BEST EFFORTS TO CAUSE SUCH SELLER'S REPRESENTATIVES TO, IMMEDIATELY
CEASE AND CAUSE TO BE TERMINATED ALL EXISTING DISCUSSIONS OR NEGOTIATIONS WITH
ANY PERSON CONDUCTED HERETOFORE WITH RESPECT TO ANY CLASS B PROPOSAL AND WILL
TAKE COMMERCIALLY REASONABLE STEPS TO INFORM SUCH SELLER'S REPRESENTATIVES OF
THE OBLIGATIONS UNDERTAKEN BY SUCH SELLER