OFFERED INTERESTS TO THE PARTNERSHIP.
THE
PARTNERSHIP SHALL DELIVER AT THE CLOSING PAYMENT IN FULL IN IMMEDIATELY
AVAILABLE FUNDS FOR THE OFFERED INTERESTS PURCHASED BY IT.
AT SUCH CLOSING, ALL
OF THE PARTIES TO THE TRANSACTION SHALL EXECUTE SUCH ADDITIONAL DOCUMENTS AS ARE
OTHERWISE NECESSARY OR APPROPRIATE.
(E)
IF THE PARTNERSHIP DOES NOT ELECT TO
PURCHASE ALL OF THE OFFERED INTERESTS UNDER SECTION 4.9(C), OR IF THE
PARTNERSHIP DOES SO ELECT BUT THE REGULATORY APPROVALS NECESSARY TO CONSUMMATE
SUCH PURCHASE ARE NOT OBTAINED WITHIN THE TIME PERIODS REFERRED TO IN
SECTION 4.9(D), THEN THE TRANSFERRING MANAGEMENT LIMITED PARTNER MAY SELL ALL
(BUT NOT LESS THAN ALL) OF THE OFFERED INTERESTS TO THE OFFEROR ON TERMS AND
CONDITIONS NO LESS FAVORABLE TO THE TRANSFERRING MANAGEMENT LIMITED PARTNER THAN
THOSE SET FORTH IN THE OFFERING NOTICE; PROVIDED, HOWEVER, THAT SUCH SALE IS
BONA FIDE AND MADE PURSUANT TO A CONTRACT ENTERED INTO NOT LATER THAN 45 DAYS
AFTER THE EARLIER TO OCCUR OF (I) THE WAIVER BY THE PARTNERSHIP OF ITS OPTION TO
PURCHASE THE OFFERED INTERESTS AND (II) THE EXPIRATION OF THE PARTNERSHIP OPTION
PERIOD (THE "CONTRACT DATE"); AND PROVIDED, FURTHER, THAT SUCH SALE SHALL NOT BE
CONSUMMATED UNLESS AND UNTIL (A) SUCH OFFEROR SHALL REPRESENT IN WRITING TO THE
PARTNERSHIP THAT IT IS AWARE OF THE RIGHTS AND OBLIGATIONS OF THE PARTNERSHIP
CONTAINED IN THIS AGREEMENT AND (B) PRIOR TO THE PURCHASE BY SUCH OFFEROR OF
SUCH OFFERED INTERESTS, SUCH OFFEROR SHALL BECOME A PARTY TO THIS AGREEMENT AND
SHALL AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREOF TO THE SAME EXTENT AS
THE TRANSFERRING MANAGEMENT LIMITED PARTNER.
IF SUCH SALE IS NOT CONSUMMATED
WITHIN 60 DAYS AFTER THE CONTRACT DATE FOR ANY REASON, THEN THE RESTRICTIONS
PROVIDED FOR HEREIN SHALL AGAIN BECOME EFFECTIVE, AND NO DISPOSITION OF SUCH
OFFERED INTERESTS MAY BE MADE THEREAFTER BY THE TRANSFERRING MANAGEMENT LIMITED
PARTNER WITHOUT AGAIN COMPLYING WITH THIS SECTION 4.9; PROVIDED THAT IF SUCH
SALE IS SUBJECT TO ANY PRIOR REGULATORY APPROVAL, THEN SUCH 30-DAY PERIOD SHALL
BE EXTENDED UNTIL THE EXPIRATION OF 10 BUSINESS DAY AFTER
15
ALL SUCH APPROVALS SHALL HAVE BEEN RECEIVED, BUT IN NO EVENT SHALL SUCH PERIOD
BE EXTENDED FOR MORE THAN AN ADDITIONAL 120 DAYS WITHOUT THE CONSENT OF THE
PARTNERSHIP.
SECTION 4.10.
SPECIFIC PERFORMANCE.
EACH OF THE PARTIES TO THIS AGREEMENT
ACKNOWLEDGES THAT IT SHALL BE IMPOSSIBLE TO MEASURE IN MONEY THE DAMAGE TO THE
PARTNERSHIP OR THE PARTNERS(S), IF ANY OF THEM OR ANY TRANSFEREE OR ANY LEGAL
REPRESENTATIVE OF ANY PARTY HERETO FAILS TO COMPLY WITH ANY OF THE RESTRICTIONS
OR OBLIGATIONS IMPOSED BY THIS ARTICLE IV, THAT EVERY SUCH RESTRICTION AND
OBLIGATION IS MATERIAL, AND THAT IN THE EVENT OF ANY SUCH FAILURE, NEITHER THE
PARTNERSHIP NOR THE PARTNER(S) SHALL HAVE AN ADEQUATE REMEDY AT LAW OR IN
DAMAGES.
THEREFORE, EACH PARTY HERETO CONSENTS TO THE ISSUANCE OF AN INJUNCTION
OR THE ENFORCEMENT OF OTHER EQUITABLE REMEDIES AGAINST IT AT THE SUIT OF AN
AGGRIEVED PARTY WITHOUT THE POSTING