Common use of Sale of the Partnership Clause in Contracts

Sale of the Partnership. (a) In the event of an Approved Sale, each Partner shall (i) consent to the Approved Sale, (ii) waive and agree not to pursue any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell its Partner Interests (or applicable portion thereof) on the terms and conditions of the Approved Sale; provided, that (i) each Partner participating in such Approved Sale shall receive the same form of consideration and the same portion of the aggregate net consideration (net of any post-closing adjustments and following the payment of the reasonable expenses that are approved by the General Partners and are not otherwise paid by the Partnership or the acquiring party) as such holder would have received if such aggregate net consideration had been distributed by the Partnership in complete liquidation pursuant to the rights and preferences set forth in the Partnership Agreement as in effect immediately prior to the consummation of the Approved Sale (assuming that the Partner Interests included in the Transfer were all of the Equity Securities then outstanding); and (ii) notwithstanding the preceding clause (i), the holders of Series A Preferred Units will be entitled to receive cash consideration even if the consideration to be paid to the holders of Common Units consists in part or in whole of non-cash consideration, so long as all holders of Common Units receive the same form(s) of non-cash consideration and the amount of the total net consideration described in the preceding clause (i). Each Partner will take all necessary and desirable lawful actions as reasonably directed by the General Partners in connection with the consummation of any Approved Sale, including executing the applicable purchase agreement pursuant to which each holder of Partner Interests will severally (but not jointly) make representations and warranties concerning solely (i) the beneficial ownership of the Partner Interests (if any) to be sold by such holder, and (ii) such holder’s ability to execute such sale contract and necessary ancillary documents and perform the obligations thereunder, and provide indemnities solely in respect of such representations and warranties made by such holder, provided, that each such joining Partner’s liability arising under any such indemnification or other obligation with respect to such Approved Sale shall in no event exceed the aggregate net cash proceeds actually received by such Partner in connection with such Approved Sale. No Partner shall be required to make any representations or warranties with respect to any other Partner or the Partnership, its Subsidiaries or their respective assets, properties, liabilities, operations or businesses.

Sale of the Partnership. (a) In If the event of an Approved Sale, each General Partner shall approves (i) the sale of control of the Partnership, whether by merger, consolidation, sale of the Partnership’s outstanding Units or other equity securities, sale of all or substantially all of its assets or otherwise to a Person that is not an Affiliate of the JCP Funds or (ii) a Recapitalization of the Partnership (any of the foregoing, an “Approved Sale”), (i) each Partner and Permitted Transferee will consent to and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, (ii) waive if the Approved Sale is structured as a sale of Units, each Partner and Permitted Transferee will agree not to pursue sell all or a pro rata portion of such Partner’s or Permitted Transferee’s Units and any dissenter’s options, warrants or other rights to acquire Units on the terms and other similar rights, conditions approved by the General Partner and (iii) if the Approved Sale is structured as a sale of securitiesassets, agree each Partner and Permitted Transferee will take all actions necessary to sell its Partner Interests (or applicable portion thereof) on approve, authorize and cooperate with such sale and cause the terms and conditions liquidation of the Approved Sale; providedPartnership, that (i) each Partner participating in such Approved Sale shall receive the same form of consideration and the same portion of the aggregate net consideration (net of any post-closing adjustments and following the payment of the reasonable expenses that are approved if requested by the General Partners and are not otherwise paid by the Partnership or the acquiring party) as such holder would have received if such aggregate net consideration had been distributed by the Partnership in complete liquidation pursuant to the rights and preferences set forth in the Partnership Agreement as in effect immediately prior to Partner, following the consummation of the such Approved Sale (assuming that the Partner Interests included in the Transfer were all of the Equity Securities then outstanding); and (ii) notwithstanding the preceding clause (i), the holders of Series A Preferred Units will be entitled to receive cash consideration even if the consideration to be paid to the holders of Common Units consists in part or in whole of non-cash consideration, so long as all holders of Common Units receive the same form(s) of non-cash consideration and the amount of the total net consideration described in the preceding clause (i)Sale. Each Partner and Permitted Transferee will take all reasonably necessary and desirable lawful actions as reasonably directed requested by the General Partners Partner in connection with the consummation of any an Approved Sale, including including, without limitation, executing the applicable purchase agreement pursuant and related documents and agreeing to which each holder of Partner Interests will severally (but not jointly) make representations and warranties concerning solely (i) including those made by the beneficial ownership Company), escrow obligations, indemnification obligations and other obligations to which the JCP Funds are subject; provided however, that no such Partner or Permitted Transferee shall be required to share in any indemnification obligation other than on a pro rata basis based on the amount of the Partner Interests (if any) to be sold consideration received by such holderPartner or Permitted Transferee (except for indemnification obligations relating to a breach of a representation, and (ii) warranty or covenant relating solely to such holder’s ability to execute such sale contract and necessary ancillary documents and perform Partner or its Permitted Transferee or the obligations thereunder, and provide indemnities solely in respect Common Units of such Partner or its Permitted Transferee (such as representations and warranties made by such holder, provided, that each such joining Partner’s liability arising under any such indemnification or other obligation with respect to such Approved Sale holder’s title to and ownership of Common Units and authorization, execution and delivery of relevant documents by such holder), which indemnification obligations shall in no event exceed the aggregate net cash proceeds actually received be borne solely by such Partner and its Permitted Transferees); provided further that no such Partner or Permitted Transferee shall be obligated in connection with such Approved Sale to agree to indemnify or hold harmless the prospective purchaser(s) with respect to an amount in excess of the consideration paid to such Partner or Permitted Transferee in connection with such Approved Sale. No Partner ; and provided further that no holder of Common Units shall be required obligated to make any representations or warranties enter into indemnification obligations with respect to any a breach of a representation, warranty or covenant relating solely to other Partner holders of Common Units or the Partnership, its Subsidiaries or their respective assets, properties, liabilities, operations or businessessuch other holder’s Common Units.

Sale of the Partnership. (a) In If the event Board approves a sale of all or substantially all (as defined in the Revised Model Business Corporation Act) of the Partnership’s assets determined on a consolidated basis or a sale of a majority of the Units (whether directly or indirectly, by merger, recapitalization, consolidation, reorganization, combination, contribution, exchange or otherwise) (collectively, an “Approved Sale”), each Management Limited Partner shall will be deemed to have voted for and consented to (iand will confirm such vote and consent in writing) consent to the and raise no objections against and not otherwise impede or delay such Approved Sale, (ii) waive and agree not to pursue any dissenter’s rights and other similar rights, and (iii) if . If the Approved Sale is structured as (i) a merger or consolidation, each Management Limited Partner will waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of securitiesUnits (whether by merger, recapitalization, consolidation, reorganization, combination, contribution, exchange or otherwise), each Management Limited Partner will agree to sell its Partner Interests (sell, contribute, exchange or applicable otherwise Transfer a portion thereof) of such Management Limited Partner’s Units proportional to the portion of the Units being sold by the Partnership and any rights to acquire Units on the terms and conditions of the Approved Sale; provided, that (i) each Partner participating in such Approved Sale shall receive the same form of consideration and the same portion of the aggregate net consideration (net of any post-closing adjustments and following the payment of the reasonable expenses that are approved by the General Partners and are not otherwise paid by the Partnership Board. Each Management Limited Partner will take all necessary or the acquiring party) as such holder would have received if such aggregate net consideration had been distributed by the Partnership desirable actions in complete liquidation pursuant to the rights and preferences set forth in the Partnership Agreement as in effect immediately prior to connection with the consummation of the Approved Sale as requested by the Board, including without limitation voting such holder’s Units that are Voting Units and any other voting securities of the Partnership over which such holder has voting control in favor of such Approved Sale. Each Management Limited Partner shall be obligated to sign any definitive written sale agreement approved by the Board and to join in writing on a pro rata basis (assuming based on the percentage ownership of the Units of the applicable class(es) or series to be sold directly or indirectly, and in such a manner that indemnification obligations constituting an adjustment to the purchase price shall be borne by the (and to the extent that such) class(es) or series shared directly or indirectly in the proceeds of the portion of the purchase price in excess of the purchase price resulting from such adjustment) in any indemnification, escrow, holdback or other obligations that the Partner Interests included in Partnership or the Transfer were all of the Equity Securities then outstanding); and (ii) notwithstanding the preceding clause (i), the holders of Series A Preferred Units will be entitled Investor Limited Partners agree to receive cash consideration even if the consideration to be paid to the holders of Common Units consists in part or in whole of non-cash consideration, so long as all holders of Common Units receive the same form(s) of non-cash consideration and the amount of the total net consideration described in the preceding clause (i). Each Partner will take all necessary and desirable lawful actions as reasonably directed by the General Partners provide in connection with the consummation of Approved Sale (other than any Approved Sale, including executing the applicable purchase agreement pursuant such non-escrow obligations that relate solely to which each a particular holder of Partner Interests will severally (but not jointly) make Units, such as indemnification with respect to representations and warranties concerning solely (i) the beneficial given by a Management Limited Partner regarding such Management Limited Partner’s title to and ownership of the Partner Interests (if any) to be sold by such holderUnits, and (ii) such holder’s ability to execute such sale contract and necessary ancillary documents and perform the obligations thereunder, and provide indemnities solely in respect of which only such representations Limited Partner shall be liable). In addition, each Management Limited Partner shall agree in writing to the same individual covenants and warranties made by such holder, provided, releases that each such joining Partner’s liability arising under any such indemnification or other obligation with respect the Investor Limited Partners agree to such Approved Sale shall in no event exceed the aggregate net cash proceeds actually received by such Partner provide in connection with such Approved Sale. No Without affecting the foregoing specific provisions, each Management Limited Partner shall be required to make any representations will take all necessary or warranties desirable actions in connection with respect to any other Partner the consummation of the Approved Sale as reasonably requested by the Board or the Partnershipholders of not less than a majority of the GGC Units, its Subsidiaries including, without limitation, executing and delivering any and all agreements, instruments and other documents approved by the holders of not less than a majority of the GGC Units (including any applicable purchase agreement, stockholders agreement, representative agreement, indemnification agreement or their respective assets, properties, liabilities, operations or businessescontribution agreement).