Common use of CONDITIONS OF SALE Clause in Contracts

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii), be the same as those upon which the Dragging Member sells its Units; (ii) If the Dragging Member or any 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 Drag-along Members; and (iii) Each Drag-along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale; provided, that each Drag-along Member shall only be obligated to make individual representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members Stockholders in respect of a Drag-along Sale under this Section 10.04 3.4 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member Stockholder shall be the same form and amount of consideration to be received by the Dragging Member Stockholders per Unit Share of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii3.4(d)(ii), be the same as those upon which the Dragging Member Stockholders sells its UnitsShares; (ii) If the Dragging Member Stockholders or any Drag-along Member Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along MembersStockholders; and (iii) Each Drag-along Member Stockholder shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Member makes Stockholders make or provides provide in connection with the Drag-along Sale; provided, however, that each Drag-along Member Stockholder shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable UnitsShares, authorization, execution and delivery of relevant documents, enforceability of such documents against the Drag-along MemberStockholder, and other matters specifically relating to such Drag-along Member individuallyStockholder, but not with respect to any of the foregoing with respect to any other Members Stockholders or their UnitsShares; provided, further, however, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member Stockholders and each Drag-along Member Stockholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member Stockholders and each Drag-along MemberStockholder, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member Stockholders and each such Drag-along Member Stockholder in connection with the Drag-along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members Along Shareholders in respect of a Drag-along Along Sale under this Section 10.04 3.4 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member Along Shareholder shall be the same form and amount of consideration to be received by the Dragging Member each other Drag-Along Shareholder per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) Share and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii), shall be the same as those upon which the Dragging Member each other Drag-Along Shareholder sells its UnitsShares; (ii) If the Dragging Member or any Drag-along Member Along Shareholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along Members; andAlong Shareholders; (iii) Each Drag-along Member Along Shareholder shall execute the applicable purchase agreement, if applicable, agreement (and any related ancillary agreements in connection with the Drag-Along Sale) and make or provide the same representations, warranties, covenants (including covenants not to compete and other restrictive covenants), indemnities (directly to the third party purchaser and/or indirectly pursuant to a contribution agreement, as reasonably required by the Board), purchase price adjustments, escrows, and agreements other obligations as the Dragging Member each other Drag-Along Shareholder makes or provides in connection with the Drag- Along Sale; (iv) No Drag-along Sale; provided, that each Drag-along Member Along Shareholder shall only be obligated to make individual representations and warranties with respect to its title to and ownership liable for the inaccuracy of the applicable Units, authorization, execution and delivery of relevant documents, enforceability of such documents against the Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to representation or warranty made by any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member person in connection with the Drag-along Along Sale other than representations and warranties made with respect to the Company; and (v) The liability for indemnification, if any, of such Drag-Along Shareholder in the Drag-Along Sale and for the inaccuracy of any representations and warranties made with respect to the Company in connection with such Drag-Along Sale, is several and not joint with any other person, and is pro rata in proportion to the amount of consideration paid to such Drag-Along Shareholder in connection with such Drag-Along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members Stockholders in respect of a Drag-along Sale under this Section 10.04 5.03 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member Stockholder shall be the same form and amount of consideration to be received by the Dragging Member Stockholder per Unit Share of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) Capital Stock, and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii5.03(d)(iii), be the same as those upon which the Dragging Member Stockholder sells its UnitsCapital Stock; provided, that this Section 5.03(d)(i) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders that either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock; (ii) If the Dragging Member Stockholder or any Drag-along Member Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along MembersStockholders; andprovided, that this Section 5.03(d)(ii) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders that either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive an option to receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock; (iii) Each Drag-along Member Stockholder shall execute the applicable purchase agreement, if applicable, agreement (and any related ancillary agreements entered into by the Dragging Stockholder in connection with the Drag-along Sale) and make or provide the same representations, warranties, covenants, indemnities (directly to the Third Party Purchaser and/or indirectly pursuant to a contribution agreement, as required by the Dragging Stockholder), purchase price adjustments, escrows and agreements other obligations as the Dragging Member Stockholder makes or provides in connection with the Drag-along Sale; providedand (iv) If the Dragging Stockholder enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, that consolidation, recapitalization or other reorganization), each Drag-along Member shall only be obligated to make individual representations and warranties with respect to its title to and ownership Stockholder that is not an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) shall, at the request of the applicable UnitsCompany, authorizationappoint a “purchaser representative” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) designated by the Company, execution the fees and delivery expenses of relevant documents, enforceability of such documents against the Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities which shall be made borne by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along SaleStockholder.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 4.06 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member Members per Unit (or per Unit Equivalent) of each applicable class of Units (or series (the Distribution of which shall be made in accordance with Section 10.04(b)Unit Equivalents) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii), shall be the same as those upon which the Dragging Member sells Members sell its Units; provided, that, notwithstanding any contrary term herein, the aggregate consideration received or receivable in connection with such transaction shall be allocated among the Members in a manner consistent with the calculation of Total Equity Value, as determined by the Board; (ii) If the Dragging Member Members or any 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 Drag-along Members; and; (iii) Each Drag-along Member shall execute the applicable purchase agreement, if applicable, agreement (and any related ancillary agreements entered into by the Dragging Members in connection with the Drag-along Sale) and make or provide the same representations, warranties, covenants, indemnities (directly to the Third-Party Purchaser and/or indirectly pursuant to a contribution agreement, as required by the Dragging Member), purchase price adjustments, escrows and agreements other obligations as the Dragging Member Members makes or provides in connection with the Drag-along Sale; provided, that however (A) each Drag-along Member shall only be obligated Member’s and Permitted Transferee’s indemnification obligations with respect to make individual breach of any representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities shall be made by limited to the Dragging proceeds from the transaction paid to the Member and each Draghis, her or its Permitted Transferees (in the aggregate) and (B) no Institutional Member will be required to enter into any non-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Dragcompetition, non-along Membersolicitation (vendor, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Dragcustomer or employee), confidentiality or other customary sell-along Member in connection with the Drag-along Saleside restrictive covenant agreement.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii), be the same as those upon which the Dragging Member sells its Units; (ii) If the Dragging Member or any 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 Drag-along Members; and (iii) Each Drag-along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale; provided, that each Drag-along Member shall only be obligated to make individual representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individuallyMember, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members Stockholders in respect of a Drag-along Sale under this Section 10.04 4.05 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member Stockholder shall be the same form and amount of consideration to be received by the Dragging Member Stockholder per Unit share of Capital Stock of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii4.05(d)(iii), be the same as those upon which the Dragging Member Stockholder sells its UnitsCapital Stock; provided, that this Section 4.05(d)(i) condition shall be deemed satisfied even if only Stockholders qualifying as accredited investors (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock; (ii) If the Dragging Member Stockholder or any Drag-along Member Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along MembersStockholders; andprovided, that this condition shall be deemed satisfied even if only Stockholders qualifying as accredited investors (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive an option to receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock; (iii) Each Drag-along Member Stockholder shall execute the applicable purchase agreement, if applicable, agreement (and any related ancillary agreements entered into by the Dragging Stockholder in connection with the Drag-along Sale) and make or provide the same representations, warranties, covenants, indemnities (directly to the Third-Party Purchaser and/or indirectly pursuant to a contribution agreement, as required by the Dragging Stockholder), purchase price adjustments, escrows and agreements other obligations as the Dragging Member Stockholder makes or provides in connection with the Drag-along Sale; providedand (iv) if the Dragging Stockholder enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, that consolidation, recapitalization or other reorganization), each Drag-along Member shall only be obligated to make individual representations and warranties with respect to its title to and ownership Stockholder who is not an accredited investor (as defined in Rule 501 of Regulation D promulgated under the Securities Act) shall, at the request of the applicable UnitsCompany, authorizationappoint a purchaser representative (as defined in Rule 501 of Regulation D promulgated under the Securities Act) designated by the Company, execution the fees and delivery expenses of relevant documents, enforceability of such documents against the Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities which shall be made borne by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along SaleStockholder.

CONDITIONS OF SALE. The obligations of the Drag-along Along Members in respect of a Drag-along Along Sale under this Section 10.04 9.03 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b9.03(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii9.03(d)(iii), be the same as those upon which the Dragging Member sells its Units; (ii) If the Dragging Member or any Drag-along 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 Drag-along Along Members; and (iii) Each Drag-along Along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities indemnities, and agreements as the Dragging Member makes or provides in connection with the Drag-along Along Sale; provided, that each Drag-along Along Member shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable Units, authorization, execution execution, and delivery of relevant documents, enforceability of such documents against the Drag-along Along Member, and other matters specifically relating to such Drag-along Member individuallyAlong Member, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants covenants, and indemnities shall be made by the Dragging Member and each Drag-along Along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Along Member in connection with the Drag-along Along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members Stockholders in respect of a Drag-along Sale under this Section 10.04 4.05 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member Stockholder shall be the same form and amount of consideration to be received by the Dragging Member Stockholder per Unit share of Capital Stock of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii), 4.05(d)(iii) be the same as those upon which the Dragging Member Stockholder sells its UnitsCapital Stock; provided, that this Section 4.05(d)(i) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock; (ii) If the Dragging Member Stockholder or any Drag-along Member Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along MembersStockholders; andprovided, that this Section 4.05(d)(ii) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive an option to receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock; (iii) Each Drag-along Member Stockholder shall execute the applicable purchase agreement, if applicable, agreement (and any related ancillary agreements entered into by the Dragging Stockholder in connection with the Drag-along Sale) and make or provide the same representations, warranties, covenants, indemnities (directly to the Third-Party Purchaser and/or indirectly pursuant to a contribution agreement, as required by the Dragging Stockholder), purchase price adjustments, escrows and agreements other obligations as the Dragging Member Stockholder makes or provides in connection with the Drag-along Sale; provided, that each Drag-along Member shall only be obligated to make individual representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Along Members in respect of a Drag-along Along Sale under this Section 10.04 9.03 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made as specified in accordance with Section 10.04(b9.03(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii9.03(d)(iii), be the same as those upon which the Dragging Member sells its Units; (ii) If the Dragging Member or any Drag-along 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 Drag-along Along Members; and (iii) Each Drag-along Along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities indemnities, and agreements as the Dragging Member makes or provides in connection with the Drag-along Along Sale; provided, that (x) each Drag-along Along Member shall only be obligated to make individual representations and warranties with respect to his, her, or its title to and ownership of the applicable Units, authorization, execution execution, and delivery of relevant documents, enforceability of such documents against the such Drag-along Along Member, and other matters specifically relating to such Drag-along Member individuallyAlong Member, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that (y) all representations, warranties, covenants covenants, and indemnities shall be made by the Dragging Member and each Drag-along Along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Along Member in connection with the Drag-along Along Sale; and (z) a Drag-Along Member shall not be required to agree to a non-competition covenant.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 7.04 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) percentage interest and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii7.04(d)(ii), be the same as those upon which the Dragging Member sells its UnitsMembership Interests; (ii) If the Dragging Member or any 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 Drag-along Members; and (iii) Each Drag-along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale; providedSale (except that in the case of representations, that each warranties, covenants, indemnities and agreements pertaining specifically to the Dragging Member, the Drag-along Member shall only be obligated make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to make individual representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Unitsitself); provided, further, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member (other than any indemnification obligation pertaining specifically to the Dragging Member or a Drag-along Member, which 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 Dragging Member and each such Drag-along Member in connection with the Drag-along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members Along Stockholders in respect of a Drag-along Along Sale under this Section 10.04 3.3 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member Along Stockholder shall be the same form and amount of consideration price per Share to be received by the Dragging Member per Unit of each applicable class or series other Drag-Along Stockholder (the Distribution of which shall be made in accordance with Section 10.04(b)on a fully diluted and exercised basis) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii), shall be the same as those upon which the Dragging Member each other Drag-Along Stockholder sells its UnitsShares; (ii) If the Dragging Member or any Drag-along Member Along Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along Members; andAlong Stockholders; (iii) Each Drag-along Member Along Stockholder shall execute the applicable purchase agreementsame Drag-Along Agreement and any related ancillary agreements in connection with the Drag-Along Sale (in each case, if as applicable, ) and make or provide the same representations, warranties, covenants (including covenants not to compete and other restrictive covenants), indemnities (directly to the third party purchaser and/or indirectly pursuant to a contribution agreement, as required by the Board), purchase price adjustments, escrows, and agreements other obligations as the Dragging Member each other Drag-Along Stockholder makes or provides in connection with the Drag-along Along Sale; provided, that each and (iv) Each Drag-along Member shall only be obligated to make individual Along Stockholder’s liability for indemnification in the Drag-Along Sale (including for the inaccuracy of any representations and warranties made by the Company), is several and not joint with respect any other person (except to its title the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Drag-Along Stockholder of any representations, warranties and covenants provided by all Drag-Along Stockholders), and is pro rata in proportion to and ownership does not exceed the amount of the applicable Units, authorization, execution and delivery of relevant documents, enforceability of such documents against the Drag-along Member, and other matters specifically relating consideration paid to such Drag-along Member individually, but not Along Stockholder in connection with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along Along Sale.

CONDITIONS OF SALE. The obligations of the Drag-Drag along Members in respect of a Drag-along Sale under this Section 10.04 11.04 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b11.04(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii11.04(d)(iii), be the same as those upon which the Dragging Member sells its Units; (ii) If the Dragging Member or o:r any 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 Drag-along Members; and (iii) Each Drag-along Member shall execute the applicable purchase agreement, ; if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale; provided, that each Drag-along Member shall only be obligated to make individual representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individuallyMember, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each DragAny Participating Tag-along Member Shareholder shall be receive the same form and amount consideration, after deduction of consideration to be received by its proportionate share of the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made related expenses in accordance with Section 10.04(b)4.02(i) and below. In addition, no Transfer of any Tag-along Security by a Selling Shareholder in the terms and conditions of such sale shall, except as otherwise provided in Tag-along Sale shall occur unless the prospective Transferee simultaneously purchases the Tag-along Securities elected to be sold by a Participating Tag-along Shareholder pursuant to Section 10.04(d)(iii4.02(d)(i), and any Transfer in violation of this Section 4.02 shall be the same as those upon which the Dragging Member sells its Units;null and void. (ii) If the Dragging Member or any DragEach Participating Tag-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 Drag-along Members; and (iii) Each Drag-along Member Shareholder shall execute the applicable purchase agreement, if applicableany, and shall make or provide the same representations, warranties, covenants, covenants and indemnities and agreements as the Dragging Member Selling Shareholder makes or provides in connection with the DragTag-along Sale; provided, that each Dragthe Participating Tag-along Member Shareholder shall only be obligated to make individual representations and warranties that relate specifically to a Shareholder (as opposed to the Company and its business) with respect to its title to and ownership of the applicable UnitsTag-along Securities, authorization, execution and delivery of relevant documents, enforceability of such documents against the DragParticipating Tag-along MemberShareholder, and other matters specifically relating similar representations and warranties made by the Selling Shareholder, and shall not be obligated to such Drag-along Member individually, but not with respect to make any of the foregoing representations and warranties with respect to any other Members Shareholder or their UnitsShares; provided, further, that all representations, warranties, covenants indemnities and indemnities other obligations shall be made by the Dragging Member Selling Shareholder and each DragParticipating Tag-along Member Shareholder 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 Shareholder and the Participating Tag-along Shareholder relating to the Company and its business, if any, pro rata based on the aggregate consideration received by the Dragging Member Selling Shareholder and each Dragthe Participating Tag-along MemberShareholder in the Tag-along Sale, in each case and (B) in an amount not to exceed for the aggregate Selling Shareholder or the Participating Tag-along Shareholder, the net proceeds received by the Dragging Member Selling Shareholder and each such Dragthe Participating Tag-along Member Shareholder in connection with the DragTag-along Sale, as applicable, plus the amount of any consideration forfeited by the Selling Shareholder or a Participating Tag-along Shareholder, 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 similar arrangement). (iii) Each holder of then currently exercisable Stock Equivalents with respect to the Tag-along Securities proposed to be transferred in a Tag-along Sale shall be given an opportunity to convert, exchange or exercise such Stock Equivalents in order to acquire the applicable Tag-along Security (as and to the extent permitted by the terms and conditions thereof) prior to the consummation of the Tag-along Sale and participate in such sale as holders of such Tag-along Security.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 13.3 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii13.3(d)(iii), be the same as those upon which the Dragging Member sells its Units; (ii) If the Dragging Member or any 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 Drag-along Members; and (iii) Each Drag-along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale; provided, that each Drag-along Member shall only be obligated to make individual representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individuallyMember, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that (i) all representations, warranties, covenants covenants, agreements and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along Sale and (ii) the Drag-along Member shall not be required to agree to any non-solicitation or non-competition covenant in connection with such Drag-along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 9.15 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) percentage interest and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii9.15(d)(iii), be the same as those upon which the Dragging Member sells its Units; (ii) If the Dragging Member or any 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 Drag-Drag- along Members; and (iii) Each Drag-along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale; providedSale (except that in the case of representations, that each warranties, covenants, indemnities and agreements pertaining specifically to the Dragging Member, the Drag-along Member shall only be obligated make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to make individual representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Unitsitself); provided, further, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member (other than any indemnification obligation pertaining specifically to the Dragging Member or a Drag-along Member, which 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 Dragging Member and each such Drag-along Member in connection with the Drag-along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members Stockholders in respect of a Drag-along Sale under this Section 10.04 4.05 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member Stockholder shall be the same form and amount of consideration to be received by the Dragging Member Stockholder per Unit share of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) and the terms and conditions of such sale shallCapital Stock, except as otherwise provided in Section 10.04(d)(iii4.05(d)(iii), be the same as those upon which the Dragging Member Stockholder sells its UnitsCapital Stock; provided, that this Section 4.05(d)(i) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock; (ii) If the Dragging Member Stockholder or any Drag-along Member Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along MembersStockholders; andprovided, that this Section 4.05(d)(ii) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive an option to receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock; (iii) Each Drag-along Member Stockholder shall execute the applicable purchase agreement, if applicable, agreement (and any related ancillary agreements entered into by the Dragging Stockholder in connection with the Drag-along Sale) and make or provide the same representations, warranties, covenants, indemnities (directly to the Third Party Purchaser and/or indirectly pursuant to a contribution agreement, as required by the Dragging Stockholder), purchase price adjustments, escrows, and agreements other obligations as the Dragging Member Stockholder makes or provides in connection with the Drag-along Sale; providedand (iv) if the Dragging Stockholder enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, that consolidation, recapitalization, or other reorganization), each Drag-along Member shall only be obligated to make individual representations and warranties with respect to its title to and ownership Stockholder who is not an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) shall, at the request of the applicable UnitsCompany, authorizationappoint a “purchaser representative” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) designated by the Company, execution the fees and delivery expenses of relevant documents, enforceability of such documents against the Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities which shall be made borne by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along SaleStockholder.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each a Drag-along Along Member shall be the same form and amount of consideration per Membership Interest percentage to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) and the terms and conditions of such sale shallor, except as otherwise provided in Section 10.04(d)(iii), be the same as those upon which if the Dragging Member sells its Units; (ii) If the Dragging Member or any 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 Drag-along Members; and (iiigiven) and the terms and conditions of such sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Dragging Member sells its Membership Interests. Each Drag-along Along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities indemnities, and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale; providedAlong Sale (except that in the case of representations, that each Drag-along Member shall only be obligated warranties, covenants, indemnities, and agreements pertaining specifically to make individual representations and warranties with respect to its title to and ownership of the applicable UnitsDragging Member, authorization, execution and delivery of relevant documents, enforceability of such documents against the Drag-along MemberAlong Member shall make the comparable representations, warranties, covenants, indemnities, and other matters agreements pertaining specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Unitsitself); provided, further, that all representations, warranties, covenants covenants, and indemnities shall be made by the Dragging Member and each Drag-along Along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Along Member (other than any indemnification obligation pertaining specifically to the Dragging Member or a Drag-Along Member, which 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 Dragging Member and each such Drag-along Member in connection with the Drag-along Along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members Stockholders in respect of a Drag-along Sale under this Section 10.04 4.05 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member Stockholder shall be the same form and amount of consideration to be received by the Dragging Member Stockholder per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) Company Security and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii4.05(d)(iii), be the same as those upon which the Dragging Member Stockholder sells its UnitsCompany Securities; provided, that this Section 4.05(d)(i) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive securities of the purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Company Security; (ii) If the Dragging Member Stockholder or any Drag-along Member Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along MembersStockholders; andprovided, that this Section 4.05(d)(ii) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive an option to receive securities of the purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Company Security; (iii) Each Drag-along Member Stockholder shall execute the applicable purchase agreement, if applicable, agreement (and any related ancillary agreements entered into by the Dragging Stockholder in connection with the Drag-along Sale) and make or provide the same representations, warranties, covenants, indemnities (directly to the third-party purchaser and/or indirectly pursuant to a contribution agreement, as required by the Dragging Stockholder), purchase price adjustments, escrows and agreements other obligations as the Dragging Member Stockholder makes or provides in connection with the Drag-along Sale; provided. Notwithstanding the foregoing, that each Drag-along Member Pernix shall only not be obligated required to make individual representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect agree to any of the foregoing with respect to non-compete, non-solicit or any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member restrictive covenant in connection with the Drag-along Sale, except to the extent provided for in the Services Agreement on the same terms as the Services Agreement; and (iv) if the Dragging Stockholder enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, consolidation, recapitalization or other reorganization), each Drag-along Stockholder who is not an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) shall, at the request of the Company, appoint a “purchaser representative” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) designated by the Company, the fees and expenses of which shall be borne by the Dragging Stockholder.

CONDITIONS OF SALE. The obligations of the Drag-along Along Members in respect of a Drag-along Along Sale under this Section 10.04 7.03 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Along Member shall be substantially the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii7.03(d)(iii), be the same as those upon which the Dragging Member sells its their Units; (ii) If the Dragging Member or any Drag-along Along Member is given an option as to the form and amount of consideration to be received, substantially the same option shall be given to all Drag-along Along Members; and (iii) Each Drag-along Along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities indemnities, and agreements as the Dragging Member makes or provides in connection with the Drag-along Along Sale; provided, that (x) each Drag-along Along Member shall only be obligated to make individual representations and warranties with respect to its such Drag-Along Member's title to and ownership of the such Drag-Along Member's applicable Units, authorization, execution execution, and delivery of relevant documents, enforceability of such documents against the such Drag-along Along Member, and other matters specifically relating to such Drag-along Member individuallyAlong Member, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that (y) all representations, warranties, covenants covenants, and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Along Member in connection with the Drag-along SaleAlong Sale (for clarity, the Drag-Along Member’s indemnity liability shall not exceed the aggregate proceeds received by such Drag-Along Member); and (z) a Drag-Along Member who is not an Officer or employee of the Company shall not be required to agree to a non-competition or other restrictive covenant.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 10.4 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) percentage interest and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii10.4(d)(ii), be the same as those upon which the Dragging Member sells its UnitsMembership Interests; (ii) If the Dragging Member or any 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 Drag-along Members; and (iii) Each Drag-along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale; providedSale (except that in the case of representations, that each warranties, covenants, indemnities and agreements pertaining specifically to the Dragging Member, the Drag-along Member shall only be obligated make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to make individual representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Unitsitself); provided, further, provided that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-Drag- along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member (other than any indemnification obligation pertaining specifically to the Dragging Member or a Drag-along Member, which 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 Dragging Member and each such Drag-along Member in connection with the Drag-along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each a Drag-along Along Member shall be the same form and amount of consideration per Membership Interest percentage to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) and the terms and conditions of such sale shallor, except as otherwise provided in Section 10.04(d)(iii), be the same as those upon which if the Dragging Member sells its Units; (ii) If the Dragging Member or any 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 Drag-along Members; and (iiigiven) and the terms and conditions of such sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Dragging Member sells its Membership Interests. Each Drag-along Along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities indemnities, and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale; providedAlong Sale (except that in the case of representations, that each Drag-along Member shall only be obligated warranties, covenants, indemnities, and agreements pertaining specifically to make individual representations and warranties with respect to its title to and ownership of the applicable UnitsDragging Member, authorization, execution and delivery of relevant documents, enforceability of such documents against the Drag-along MemberAlong Member shall make the comparable representations, warranties, covenants, indemnities, and other matters agreements pertaining specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Unitsitself); provided, further, that all representations, warranties, covenants covenants, and indemnities shall be made by the Dragging Member and each Drag-along Along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Along Member (other than any indemnification obligation pertaining specifically to the Dragging Member or a Drag-Along Member, which 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 Dragging Member and each such Drag-along Member in connection with the Drag-along Along Sale; and provided, further, that a Drag-Along Member shall not be required to agree to a non-competition covenant.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 9.04 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) percentage interest and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii9.04(d)(ii), be the same as those upon which the Dragging Member sells its Units; (ii) If the Dragging Member or any 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 Drag-along Members; and (iii) Each Drag-along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale; providedSale (except that in the case of representations, that each warranties, covenants, indemnities and agreements pertaining specifically to the Dragging Member, the Drag-along Member shall only be obligated make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to make individual representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Unitsitself); provided, further, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member (other than any indemnification obligation pertaining specifically to the Dragging Member or a Drag-along Member, which 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 Dragging Member and each such Drag-along Member in connection with the Drag-along Sale.

CONDITIONS OF SALE. The obligations of the Drag-along Members Stockholders in respect of a Drag-along Sale under this Section 10.04 3.5 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member Stockholder shall be the same form and amount of consideration to be received by the Dragging Member Stockholder per Unit share of Capital Stock of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii3.5(d)(iii), be the same as those upon which the Dragging Member Stockholder sells its UnitsCapital Stock; provided that this Section 3.5(d)(i) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock; (ii) If the Dragging Member Stockholder or any Drag-along Member Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along MembersStockholders; andprovided that this Section 3.5(d)(ii) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive an option to receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock; (iii) Each Drag-along Member Stockholder shall execute the applicable purchase agreement, if applicable, agreement (and any related ancillary agreements entered into by the Dragging Stockholder in connection with the Drag-along Sale) and make or provide the same representations, warranties, covenants, indemnities (directly to the Third-Party Purchaser and/or indirectly pursuant to a contribution agreement, as required by the Dragging Stockholder), purchase price adjustments, escrows and agreements other obligations as the Dragging Member Stockholder makes or provides in connection with the Drag-along Sale; providedand (iv) if the Dragging Stockholder enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, that consolidation, recapitalization or other reorganization), each Drag-along Member shall only be obligated to make individual representations and warranties with respect to its title to and ownership Stockholder who is not an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) shall, at the request of the applicable UnitsCompany, authorizationappoint a “purchaser representative” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) designated by the Company, execution the fees and delivery expenses of relevant documents, enforceability of such documents against the Drag-along Member, and other matters specifically relating to such Drag-along Member individually, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities which shall be made borne by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along SaleStockholder.

CONDITIONS OF SALE. The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.04 6.03 are subject to the satisfaction of the following conditions: (i) The consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.04(b6.03(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.04(d)(iii6.03(d)(iii), be the same as those upon which the Dragging Member sells its Units; (ii) If the Dragging Member or any 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 Drag-along Members; and (iii) Each Drag-along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements as the Dragging Member makes or provides in connection with the Drag-along Sale; provided, that each Drag-along Member shall only be obligated to make individual representations and warranties 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 Drag-along Member, and other matters specifically relating to such Drag-along Member individuallyMember, but not with respect to any of the foregoing with respect to any other Members or their Units; provided, further, that all representations, warranties, covenants and indemnities shall be made by the Dragging Member and each Drag-along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-along Sale.