Common use of CONDITIONS OF SALE Clause in Contracts

CONDITIONS OF SALE. (i) Each Member participating in the Tag-along Sale shall receive the same consideration per Unit of each applicable type, class or series, as the case may be, after deduction of such Member’s proportionate share of the related expenses in accordance with Section 10.5(j) below (it being understood that (A) the amount of consideration received by any particular Member shall be reduced, on a per-Unit basis, to account for any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member in the manner set forth in Section 7.1, and (B) in case of any such reduction of consideration, any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member). If any such Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Members; provided, that in the event that the consideration to be received by the Selling Member is other than cash or marketable securities, each Tag-along Class A Member may, in its respective sole discretion, elect to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as the Tag-along Class A Members not receiving cash consideration. The proceeds of any Tag-along Sale which are paid to the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes of Units included in the Tag-along Sale by each of the Members as if the proceeds of such Tag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such Distribution. (ii) Each Tag-along Class A Member shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Member makes or provides in connection with the Tag-along Sale; provided that: (A) the Selling Member and each such Tag-along Class A Member shall be obligated to make individual representations and warranties only with respect to its title to and ownership of the applicable Units, authorization, execution and delivery of relevant documents, enforceability of such documents against the Selling Member or such Tag-along Class A Member, as applicable, and other matters relating to the Selling Member or such Tag-along Class A Member, as applicable, but not with respect to any of the foregoing with respect to any other Members or their Units; (B) all representations, warranties, covenants and indemnities shall be made by the Selling Member and each Tag-along Class A Member, as applicable, severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Member or each such Tag- along Class A Member, as applicable, in each case in an amount not to exceed the aggregate proceeds received by the Selling Member or each such Tag-along Class A Member, as applicable; and (C) no Tag-along Class A Member (or any Affiliate thereof) shall be required to enter into (1) any non-compete, non-solicitation or no-hire provision,

CONDITIONS OF SALE. The obligations of the Members in respect of a Drag- along Sale under this Section 10.4 are subject to the satisfaction of the following conditions: (i) Each the consideration to be received by each Member participating in the Tag-along Sale shall receive be the same form and amount of consideration to be received by the Member per Unit of each applicable type, class or series, as series (the case may be, after deduction Distribution of such Member’s proportionate share of the related expenses which shall be made in accordance with Section 10.5(j10.4(b)) below and the terms and conditions of such sale shall, except as otherwise provided in Section 10.4(c)(ii), be the same as those upon which the Member sells its Units (it being understood that (A) the amount of consideration received by any particular Member shall be reduced, on a per-Unit basis, to account for any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member in the manner set forth in Section 7.1, and (B) in case of any such reduction of consideration, any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member). If ; (ii) if any such Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Members; provided, that in the event that the consideration to be received by the Selling Member Members participating in the Drag- along Sale is other than cash or marketable securities, each Tag-along Class A Member participating in the Drag-Along Sale may, in its respective sole discretion, elect to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as upon the TagMembers participating in the Drag-along Class A Members Sale not receiving cash consideration. The proceeds of any Tag-along Sale which are paid to the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes of Units included in the Tag-along Sale by each of the Members as if the proceeds of such Tag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such Distribution.; (iiiii) Each Tag-along Class A each Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Member makes or provides in connection with the Tag-along Saleagreements; provided provided, that: (A) the Selling Member and each such Tag-along Class A Member shall only be obligated to make individual representations and warranties only with respect to its title to and ownership of the applicable Units, authorization, execution and delivery of relevant documents, enforceability of such documents against the Selling Member or such Tag-along Class A Member, as applicable, and other matters relating to the Selling Member or such Tag-along Class A Member, as applicable, but not with respect to any of the foregoing with respect to any other Members or their Units; (B) all representations, warranties, covenants and indemnities shall be made by the Selling each Member and each Tag-along Class A Member, as applicable, severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Member or each such Tag- along Class A Member, as applicable, in each case in an amount not to exceed the aggregate proceeds received by the Selling Member or each such Tag-along Class A applicable Member, as applicable; and (C) no Tag-along Class A Member (or any Affiliate thereof) shall be required to enter into into (1) any non-compete, non-solicitation or no-hire provision, (2) a provision providing for the licensing of intellectual property or the delivery of any products or services,

CONDITIONS OF SALE. The obligations of the Members in respect of a Drag- along Sale under this Section 10.4 are subject to the satisfaction of the following conditions: (i) Each the consideration to be received by each Member participating in the Tag-along Sale shall receive be the same form and amount of consideration to be received by the Member per Unit of each applicable type, class or series, as series (the case may be, after deduction Distribution of such Member’s proportionate share of the related expenses which shall be made in accordance with Section 10.5(j10.4(b)) below and the terms and conditions of such sale shall, except as otherwise provided in Section 10.4(c)(ii), be the same as those upon which the Member sells its Units (it being understood that (A) the amount of consideration received by any particular Member shall be reduced, on a per-Unit basis, to account for any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member in the manner set forth in Section 7.1, and (B) in case of any such reduction of consideration, any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member). If ; (ii) if any such Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Members; provided, that in the event that the consideration to be received by the Selling Member Members participating in the Drag- along Sale is other than cash or marketable securities, each Tag-along Class A Member and Class C Member participating in the Drag-Along Sale may, in its respective sole discretion, elect to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as upon the TagMembers participating in the Drag-along Class A Members Sale not receiving cash consideration. The proceeds of any Tag-along Sale which are paid to the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes of Units included in the Tag-along Sale by each of the Members as if the proceeds of such Tag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such Distribution.; (iiiii) Each Tag-along Class A each Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Member makes or provides in connection with the Tag-along Saleagreements; provided provided, that: (A) the Selling Member and each such Tag-along Class A Member shall only be obligated to make individual representations and warranties only with respect to its title to and ownership of the applicable Units, authorization, execution and delivery of relevant documents, enforceability of such documents against the Selling Member or such Tag-along Class A Member, as applicable, and other matters relating to the Selling Member or such Tag-along Class A Member, as applicable, but not with respect to any of the foregoing with respect to any other Members or their Units; (B) all representations, warranties, covenants and indemnities shall be made by the Selling each Member and each Tag-along Class A Member, as applicable, severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Member or each such Tag- along Class A Member, as applicable, in each case in an amount not to exceed the aggregate proceeds received by the Selling Member or each such Tag-along Class A applicable Member, as applicable; and (C) no Tag-along Class A Member (or any Affiliate thereof) shall be required to enter into into (1) any non-compete, non-solicitation or no-hire provision, (2) a provision providing for the licensing of intellectual property or the delivery of any products or services,

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 9.15 are subject to the satisfaction of the following conditions: (i) Each Member participating in the TagThe consideration to be received by each Drag-along Sale Member shall receive be the same consideration per Unit of each applicable type, class or series, as the case may be, after deduction of such Member’s proportionate share of the related expenses in accordance with Section 10.5(j) below (it being understood that (A) the form and amount of consideration to be received by any particular the Dragging Member shall be reducedper percentage interest and the terms and conditions of such sale shall, on a per-Unit basis, to account for any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member in the manner set forth except as otherwise provided in Section 7.19.15(d)(iii), and be the same as those upon which the Dragging Member sells its Units; (Bii) in case of If the Dragging Member or any such reduction of consideration, any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member). If any such Drag-along Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Drag-along Members; provided, that in the event that the consideration to be received by the Selling Member is other than cash or marketable securities, each Tagand (iii) Each Drag-along Class A Member may, in its respective sole discretion, elect to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as the Tag-along Class A Members not receiving cash consideration. The proceeds of any Tag-along Sale which are paid to the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes of Units included in the Tag-along Sale by each of the Members as if the proceeds of such Tag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such Distribution. (ii) Each Tag-along Class A Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Dragging Member makes or provides in connection with the TagDrag-along Sale; provided that: Sale (A) except that in the Selling Member case of representations, warranties, covenants, indemnities and each such Tagagreements pertaining specifically to the Dragging Member, the Drag-along Class A Member shall be obligated make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to make individual representations and warranties only with respect to its title to and ownership of the applicable Unitsitself); provided, authorization, execution and delivery of relevant documents, enforceability of such documents against the Selling Member or such Tag-along Class A Member, as applicable, and other matters relating to the Selling Member or such Tag-along Class A Member, as applicable, but not with respect to any of the foregoing with respect to any other Members or their Units; (B) that all representations, warranties, covenants and indemnities shall be made by the Selling Dragging Member and each TagDrag-along Class A Member, as applicable, Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Dragging Member and each Drag-along Member (other than any indemnification obligation pertaining specifically to the Dragging Member or each such Tag- a Drag-along Class A Member, as applicablewhich obligation shall be the sole obligation of such Dragging Member or Drag-along Member), in each case in an amount not to exceed the aggregate proceeds received by the Selling Dragging Member or and each such TagDrag-along Class A Member, as applicable; and (C) no TagMember in connection with the Drag-along Class A Member (or any Affiliate thereof) shall be required to enter into (1) any non-compete, non-solicitation or no-hire provision,Sale.

CONDITIONS OF SALE. (i) Each Member participating in the Tag-along Sale shall receive the same consideration per Unit of each applicable type, class or series, as the case may be, after deduction of such Member’s proportionate share of the related expenses in accordance with Section 10.5(j) below (it being understood that (A) the amount of consideration received by any particular Member shall be reduced, on a per-Unit basis, to account for any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member in the manner set forth in Section 7.1, and (B) in case of any such reduction of consideration, any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member). If any such Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Members; provided, that in the event that the consideration to be received by the Selling Member is other than cash or marketable securities, each Tag-along Class A Member may, in its respective sole discretion, elect to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as the Tag-along Class A Members not receiving cash consideration. The proceeds of any Tag-along Sale which are paid to the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes or series of Units included in the Tag-along Sale by each of the Members as if the proceeds of such Tag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such Distribution. (ii) Each Tag-along Class A Member shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Member makes or provides in connection with the Tag-along Sale; provided that: (A) the Selling Member and each such Tag-along Class A Member shall be obligated to make individual representations and warranties only with respect to its title to and ownership of the applicable Units, authorization, execution and delivery of relevant documents, enforceability of such documents against the Selling Member or such Tag-along Class A Member, as applicable, and other matters relating to the Selling Member or such Tag-along Class A Member, as applicable, but not with respect to any of the foregoing with respect to any other Members or their Units; (B) all representations, warranties, covenants and indemnities shall be made by the Selling Member and each Tag-along Class A Member, as applicable, severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Member or each such Tag- Tag-along Class A Member, as applicable, in each case in an amount not to exceed the aggregate proceeds received by the Selling Member or each such Tag-along Class A Member, as applicable; and (C) no Tag-along Class A Member (or any Affiliate thereof) shall be required to enter into (1) any non-compete, non-solicitation or no-hire provision,, (2) a provision providing for the licensing of intellectual property or the delivery of any products or services, or (3) any other provision that is not a customary financial term related directly to the sale of such Tag-along Member’s Units pursuant to this Section 10.5. (iii) Each holder of then currently exercisable Unit Equivalents with respect to a type, class or series of Units proposed to be Transferred in a Tag-along Sale shall be given an opportunity to convert such Unit Equivalents into the applicable type, class or series of Units prior to the consummation of the Tag-along Sale and participate in such sale as holders of such type, class or series of Units.

CONDITIONS OF SALE. (i) Each Tag-along Member participating in the Tag-along Sale shall receive the same consideration per Unit of each applicable type, class or series, as the case may be, after deduction of such Member’s proportionate share of the related expenses in accordance with Section 10.5(j) below (it being understood that (A) the amount of consideration received by any particular Member shall be reduced, on a per-Unit basis, to account for any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member in the manner set forth in Section 7.1, and (B) in case of any such reduction of consideration, any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member). If any such Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Members; provided, that in the event that the consideration to be received by the Selling Member is other than cash or marketable securities, each Tag-along Class A Member mayMembership Interest Units. In addition, in its respective sole discretion, elect to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as the Tag-along Class A Members not receiving cash consideration. The proceeds no Transfer of any Tag-along Sale which are paid to Membership Interest Units by the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes of Units included Selling Member in the Tag-along Sale shall occur unless the prospective Transferee simultaneously purchases the Membership Interest Units (or applicable Membership Interest Units Equivalents) elected to be sold by each of the Members as if the proceeds of such Tag-along Sale were paid to the Members pursuant to Section 13.3 3.01(d)(i) and if any such Transfer is in violation of this Agreement Section 3.01, it shall be null and void in connection accordance with a Distribution and the Units provisions of the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such DistributionSection 6.09(b) hereof. (ii) Each Tag-along Class A Member shall deliver Membership Interest Units free and clear of Liens (except any Liens to which the Selling Member’s Membership Interest Units are also subject) and shall execute the applicable purchase agreement, if any, and shall make or provide the same representations, warranties, covenants, covenants and indemnities and agreements as the Selling Member makes or provides in connection with the Tag-along Sale; provided that: (A) the Selling Member and provided, that each such Tag-along Class A Member shall only be obligated to make individual representations and warranties only that relate specifically to a Member (as opposed to the Company and its business) with respect to its the Tag-along Member’s title to and ownership of the applicable UnitsMembership Interest Units (or Membership Interest Units Equivalents), authorization, execution and delivery of relevant documents, enforceability of such documents against the Selling Member or such Tag-along Class A Member, as applicable, and other matters relating to similar representations and warranties made by the Selling Member or such Tag-along Class A Member, as applicable, but and shall not with respect be obligated to make any of the foregoing representations and warranties with respect to any other Members Member or their Units; Membership Interest Units (B) or Membership Interest Units Equivalents); provided, further, that all representations, warranties, covenants indemnities and indemnities other obligations shall be made by the Selling Member and each Tag-along Class A Member, as applicable, Member severally and not jointly and any indemnification obligation shall be severally (A) with respect to breaches of representations, warranties and covenants made by the Selling Member and the Tag-along Members relating to the Company and its business, if any, pro rata based on the aggregate consideration received by the Selling Member or and each such Tag- Tag-along Class A MemberMember in the Tag-along Sale, as applicable, in each case and (B) in an amount not to exceed for the aggregate Selling Member or any Tag-along Member, the net proceeds received by the Selling Member or and each such Tag-along Class A Member in connection with the Tag-along Sale, as applicable, plus the amount of any consideration forfeited by the Selling Member or such Tag-along Member, as applicable; and, to which it is entitled but has not yet received (including, without limitation, as a result of an escrow agreement, earn-out or similar arrangement). (Ciii) no Each holder of then currently exercisable Membership Interest Units Equivalents with respect to Tag-along Class A Member (or any Affiliate thereof) Membership Interest Units proposed to be Transferred in a Tag-along Sale shall be required given an opportunity to enter convert/exercise/exchange such Membership Interest Units Equivalents into (1) any nonthe applicable Tag-compete, nonalong Membership Interest Units before the consummation of the Tag-solicitation or noalong Sale and participate in such sale as holders of such Tag-hire provision,along Membership Interest Units.

CONDITIONS OF SALE. (i) Each Member Stockholder participating in the Tag-along Sale shall receive the same consideration per Unit of each applicable type, class or series, as the case may beseries of Tag-along Stock, after deduction of such MemberStockholder’s proportionate share of the related expenses in accordance with Section 10.5(j4.04(i) below (it being understood that (A) the amount of consideration received by any particular Member shall be reducedbelow. In addition, on a per-Unit basis, to account for any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member in the manner set forth in Section 7.1, and (B) in case of any such reduction of consideration, any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member). If any such Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Members; provided, that in the event that the consideration to be received by the Selling Member is other than cash or marketable securities, each Tag-along Class A Member may, in its respective sole discretion, elect to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as the Tag-along Class A Members not receiving cash consideration. The proceeds no Transfer of any Tag-along Sale which are paid to Stock by the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes of Units included Selling Stockholder in the Tag-along Sale shall occur unless the prospective Transferee simultaneously purchases the Shares (or applicable Stock Equivalents) elected to be sold by each of the Members as if the proceeds of such Tag-along Sale were paid to the Members Stockholders pursuant to Section 13.3 of this Agreement in connection with a Distribution 4.04(d)(i) and the Units of the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such DistributionSection 4.04(e). (ii) Each Tag-along Class A Member Stockholder shall execute the applicable purchase agreement, if any, and shall make or provide the same representations, warranties, covenants, covenants and indemnities and agreements as the Selling Member Stockholder makes or provides in connection with the Tag-along Sale; provided that: (A) the Selling Member and provided, that each such Tag-along Class A Member Stockholder shall only be obligated to make individual representations and warranties only that relate specifically to a Stockholder (as opposed to the Company and its business) with respect to its the Tag-along Stockholder’s title to and ownership of the applicable UnitsShares (or Stock Equivalents), authorization, execution and delivery of relevant documents, enforceability of such documents against the Selling Member or such Tag-along Class A Member, as applicableStockholder, and other matters relating to similar representations and warranties made by the Selling Member or such Tag-along Class A MemberStockholder, as applicable, but and shall not with respect be obligated to make any of the foregoing representations and warranties with respect to any other Members Stockholder or their Units; Shares (B) or Stock Equivalents); provided, further, that all representations, warranties, covenants indemnities and indemnities other obligations shall be made by the Selling Member Stockholder and each Tag-along Class A Member, as applicable, Stockholder severally and not jointly and any indemnification obligation shall be severally (A) with respect to breaches of representations, warranties and covenants made by the Selling Stockholder and the Tag-along Stockholders relating to the Company and its business, if any, pro rata based on the aggregate consideration received by the Selling Member or Stockholder and each such Tag- Tag-along Class A MemberStockholder in the Tag-along Sale, as applicable, in each case and (B) in an amount not to exceed for the Selling Stockholder or any Tag-along Stockholder, the aggregate proceeds consideration received by the Selling Member or Stockholder and each such Tag-along Class A MemberStockholder in connection with the Tag-along Sale, as applicable; and (C) no , plus the amount of any consideration forfeited by the Selling Stockholder or such Tag-along Class A Member Stockholder, as applicable, to which it is entitled but has not yet received (including, without limitation, as a result of an escrow agreement, earn-out or any Affiliate thereofsimilar arrangement). (iii) Each holder of then currently exercisable Stock Equivalents with respect to a class or series of Tag-along Stock proposed to be Transferred in a Tag-along Sale shall be required given an opportunity to enter convert such Stock Equivalents into (1) any nonthe applicable class or series of Tag-compete, nonalong Stock prior to the consummation of the Tag-solicitation along Sale and participate in such sale as holders of such class or noseries of Tag-hire provision,along Stock.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 9.03 are subject to the satisfaction of the following conditions: (i) Each Member participating in the TagThe consideration to be received by each Drag-along Sale Member shall receive be the same form and amount of consideration to be received by the Dragging Member per Class A Unit of each applicable type, class or series, as series (the case may be, after deduction Distribution of such Member’s proportionate share of the related expenses which shall be made in accordance with Section 10.5(j9.03(b)) below (it being understood that (A) and the amount terms and conditions of consideration received by any particular Member shall be reducedsuch sale shall, on a per-Unit basis, to account for any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member in the manner set forth except as otherwise provided in Section 7.19.03(d)(iii), and be the same as those upon which the Dragging Member sells its Class A Units; (Bii) in case of If the Dragging Member or any such reduction of consideration, any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member). If any such Drag-along Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Drag-along Members; provided, that in the event that the consideration to be received by the Selling Member is other than cash or marketable securities, each Tagand (iii) Each Drag-along Class A Member may, in its respective sole discretion, elect to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as the Tag-along Class A Members not receiving cash consideration. The proceeds of any Tag-along Sale which are paid to the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes of Units included in the Tag-along Sale by each of the Members as if the proceeds of such Tag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such Distribution. (ii) Each Tag-along Class A Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Dragging Member makes or provides in connection with the TagDrag-along Sale; provided that: (A) the Selling Member and provided, that each such TagDrag-along Class A Member shall only be obligated to make individual representations and warranties only with respect to its title to and ownership of the applicable Units, authorization, execution and delivery of relevant documents, enforceability of such documents against the Selling Member or such TagDrag-along Class A Member, as applicable, and other matters relating to the Selling Member or such TagDrag-along Class A Member, as applicable, but not with respect to any of the foregoing with respect to any other Members or their Units; (B) ; provided, further, that all representations, warranties, covenants and indemnities shall be made by the Selling Dragging Member and each TagDrag-along Class A Member, as applicable, Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Dragging Member or and each such Tag- Drag-along Class A Member, as applicable, in each case in an amount not to exceed the aggregate proceeds received by the Selling Dragging Member or and each such TagDrag-along Class A Member, as applicable; and (C) no TagMember in connection with the Drag-along Class A Member (or any Affiliate thereof) shall be required to enter into (1) any non-compete, non-solicitation or no-hire provision,Sale.

CONDITIONS OF SALE. The obligations of the Drag-Along Members in respect of a Drag-Along Sale under this Section 10.03 are subject to the satisfaction of the following conditions: (i) Each the consideration to be received by each Drag-Along Member participating in the Tag-along Sale shall receive be the same form and amount of consideration to be received by the Dragging Members per Common Unit of each applicable type, class or series, as series (the case may be, after deduction Distribution of such Member’s proportionate share of the related expenses which shall be made in accordance with Section 10.5(j10.03(b)) below and the terms and conditions of such sale shall, except as otherwise provided in Section 10.03(d)(ii) and Section 10.03(d)(iv), be the same as those upon which the Dragging Members sell their Common Units; (it being understood that (Aii) the amount Neither ATN, any F3C Investor, nor any of consideration received by any particular Member their Permitted Transferees shall be reducedrequired to enter into any non-competition or non-solicitation agreement in connection with such transaction or Transfer, on a per-Unit basis, or to account for accept any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member consideration in the manner set forth in Section 7.1, and transaction other than cash (Bor immediately available U.S. funds) in case of or registered securities listed on an established U.S. securities exchange or traded on the NASDAQ National Market; (iii) if any such reduction of consideration, Dragging Member or any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member). If any such Drag-Along Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Drag-Along Members; providedand (iv) each Drag-Along Member shall execute the applicable purchase agreement, that in the event that the consideration to be received by the Selling Member is other than cash or marketable securities, each Tag-along Class A Member may, in its respective sole discretion, elect to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration if applicable and (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as the Tag-along Class A Members not receiving cash consideration. The proceeds of any Tag-along Sale which are paid to the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes of Units included in the Tag-along Sale by each of the Members as if the proceeds of such Tag-along Sale were paid to the Members pursuant subject to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such Distribution. (ii10.03(d)(ii)) Each Tag-along Class A Member shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Member makes Dragging Members make or provides provide in connection with the TagDrag-along Along Sale; provided that: (A) the Selling Member and provided, that each such TagDrag-along Class A Along Member shall only be obligated to make individual representations and warranties only with respect to its title to and ownership of the applicable UnitsCommon Units or Common Unit Equivalents, authorization, execution and delivery of relevant documents, enforceability of such documents against the Selling Drag-Along Member or such Tag-along Class A Member, as applicable, and other matters relating to the Selling Member or such TagDrag-along Class A Along Member, as applicable, but not with respect to any of the foregoing with respect to any other Members or their Units; (B) Common Units or Common Unit Equivalents; provided, further, that all representations, warranties, covenants and indemnities shall be made by the Selling each Dragging Member and each TagDrag-along Class A Member, as applicable, Along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Dragging Member or and each such Tag- along Class A Drag-Along Member, as applicable, in each case in an amount not to exceed the aggregate proceeds received by the Selling Member or each such TagDragging Member and each such Drag-along Class A Member, as applicable; and (C) no TagAlong Member in connection with the Drag-along Class A Member (or any Affiliate thereof) shall be required to enter into (1) any non-compete, non-solicitation or no-hire provision,Along Sale.

CONDITIONS OF SALE. (i) Each Member participating in the Tag-along Sale shall receive the same consideration per Common Unit of each applicable type, class or series, as the case may be, after deduction of such Member’s proportionate share of the related expenses in accordance with Section 10.5(j10.05(i) below (it being understood that (A) the amount of consideration received by any particular Member shall be reduced, on a per-Unit basis, to account for any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member in the manner set forth in Section 7.1, and (B) in case of any such reduction of consideration, any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member). If any such Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Members; provided, that in the event that the consideration to be received by the Selling Member is other than cash or marketable securities, each Tag-along Class A Member may, in its respective sole discretion, elect to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as the Tag-along Class A Members not receiving cash consideration. The proceeds of any Tag-along Sale which are paid to the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes of Units included in the Tag-along Sale by each of the Members as if the proceeds of such Tag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such Distributionbelow. (ii) Each Tag-along Class A Member shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Member makes or provides in connection with the Tag-along Sale; provided that: (A) the Selling Member and that each such Tag-along Class A Member shall only be obligated to make individual representations and warranties only with respect to its title to and ownership of the applicable Common Units, authorization, execution and delivery of relevant documents, enforceability of such documents against the Selling Member or such Tag-along Class A Member, as applicable, and other matters relating to the Selling Member or such Tag-along Class A Member, as applicable, but not with respect to any of the foregoing with respect to any other Members or their Units; (B) ; provided, further, that all representations, warranties, covenants and indemnities shall be made by the Selling Member and each Tag-along Class A Member, as applicable, Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Member or and each such Tag- Tag-along Class A Member, as applicable, in each case in an amount not to exceed the aggregate proceeds received by the Selling Member or and each such Tag-along Class A Member, as applicable; and (C) no Member in connection with the Tag-along Class A Member Sale. (iii) Each holder of then currently exercisable Unit Equivalents with respect to a class or any Affiliate thereof) series of Units proposed to be Transferred in a Tag-along Sale shall be required given an opportunity to enter convert such Unit Equivalents into (1) any nonthe applicable class or series of Units prior to the consummation of the Tag-compete, non-solicitation along Sale and participate in such sale as holders of such class or no-hire provision,series of Units.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 8.04 are subject to the satisfaction of the following conditions: (i) Each Member participating in the TagThe consideration to be received by each Drag-along Sale Member shall receive be the same form and amount of consideration to be received by the Dragging Members per Unit of each applicable type, class or series, as series (the case may be, after deduction Distribution of such Member’s proportionate share of the related expenses which shall be made in accordance with Section 10.5(j8.04(b)) below (it being understood that (A) and the amount terms and conditions of consideration received by any particular Member shall be reducedsuch sale shall, on a per-Unit basis, to account for any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member in the manner set forth except as otherwise provided in Section 7.18.04(d)(iii), and be the same as those upon which the Dragging Members sells its Units; (Bii) in case of If the Dragging Members or any such reduction of consideration, any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member). If any such Drag-along Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Drag-along Members; provided, that in the event that the consideration to be received by the Selling Member is other than cash or marketable securities, each Tagand (iii) Each Drag-along Class A Member may, in its respective sole discretion, elect to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as the Tag-along Class A Members not receiving cash consideration. The proceeds of any Tag-along Sale which are paid to the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes of Units included in the Tag-along Sale by each of the Members as if the proceeds of such Tag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such Distribution. (ii) Each Tag-along Class A Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Member Dragging Members makes or provides in connection with the TagDrag-along Sale; provided that: (A) the Selling Member and provided, however, that each such TagDrag-along Class A Member shall only be obligated to make individual representations and warranties only with respect to its title to and ownership of the applicable Units, authorization, execution and delivery of relevant documents, enforceability of such documents against the Selling Member or such TagDrag-along Class A Member, as applicable, and other matters relating to the Selling Member or such TagDrag-along Class A Member, as applicable, but not with respect to any of the foregoing with respect to any other Members or their Units; (B) ; provided, further, however, that all representations, warranties, covenants and indemnities shall be made by the Selling Member Dragging Members and each TagDrag-along Class A Member, as applicable, Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Member or Dragging Members and each such Tag- Drag-along Class A Member, as applicable, in each case in an amount not to exceed the aggregate proceeds received by the Selling Member or Dragging Members and each such TagDrag-along Class A Member, as applicable; and (C) no TagMember in connection with the Drag-along Class A Member (or any Affiliate thereof) shall be required to enter into (1) any non-compete, non-solicitation or no-hire provision,Sale.

CONDITIONS OF SALE. (i) Each Tag-Along Member participating in the Tag-along Along Sale shall receive the same consideration per Common Unit of each applicable type, class or series, as the case may be, after deduction of such Preferred Member’s proportionate share of the related expenses in accordance with Section 10.5(j) below (it being understood that (A) the amount of consideration received by any particular Member shall be reduced, on a per-Unit basis, to account for any Tax Advances made to such Member which have not yet been repaid through reduction of a subsequent Distribution to such Member in the manner set forth in Section 7.1, and (B) in case of any such reduction of consideration, any such Tax Advance shall be deemed repaid and shall not reduce any subsequent Distributions made to such Member10.05(h). If any such Member is given an option as to the form and amount of consideration to be received, the same option shall be given to all such Members; provided, that in the event however, that the consideration to be received by the Selling Member is other than cash or marketable securities, each aggregate proceeds from such Tag-along Class A Member may, in its respective sole discretion, elect Along Sale payable to receive, in lieu of such other consideration, cash consideration equal to the fair market value of such consideration (as such fair market value is determined in good faith by the Board) and otherwise on the same terms and conditions as the all Tag-along Class A Along Members not receiving cash consideration. The proceeds of any Tag-along Sale which are paid to the Members and to which this Section 10.5 applies will be allocated among the Members based upon the classes of Units included participating in the Tag-along Along Sale by each of the Members as if the proceeds of shall, after giving effect to Section 10.05(h), be distributed and paid to such participating Tag-along Sale were paid to the Along Members pursuant to Section 13.3 7.02 on the date of this Agreement in connection with a Distribution and the Tag-Along Sale consummation, assuming that the only Units outstanding are the Units of participating in the Members included in such Tag-along Sale were the only outstanding Units of the Company at the time of such DistributionAlong Sale. (ii) Each Tag-along Class A Along Member shall make or provide the same representations, warranties, covenants, indemnities indemnities, and agreements as the Selling Member makes or provides in connection with the Tag-along Along Sale; provided that: (A) the Selling Member and provided, that each such Tag-along Class A Along Member shall only be obligated to make individual representations and warranties only with respect to its such Tag-Along Member’s title to and ownership of the applicable such Tag-Along Member’s Units, authorization, execution execution, and delivery of relevant documents, enforceability of such documents against the Selling Member or such Tag-along Class A Along Member, as applicable, and other matters relating to the Selling Member or such Tag-along Class A Along Member, as applicable, but not with respect to any of the foregoing with respect to any other Members or their Units; (B) ; provided, further, that all representations, warranties, covenants covenants, and indemnities shall be made by the Selling Member and each Tag-along Class A Member, as applicable, Along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Member or and each such Tag- along Class A Tag-Along Member, as applicable, in each case in an amount not to exceed the aggregate proceeds received by the Selling Member or and each such Tag-along Class A Member, as applicable; and (C) no Along Member in connection with the Tag-along Class A Member (or any Affiliate thereof) shall be required to enter into (1) any non-compete, non-solicitation or no-hire provision,Along Sale.