Common use of Plan of Recapitalization Clause in Contracts

Plan of Recapitalization. The number of Purchaser Shares, timing of issuance, and all other aspects of the issuance of Purchaser Shares to each Seller in consideration of the sale, assignment, transfer, and delivery of all Interests and General Partner Shares to Purchaser shall be according to the terms and conditions specified in the Plan of Recapitalization, which is incorporated herein by reference and made a part hereof. Purchaser shall deposit 10% of the Purchaser Shares to which the Sellers are entitled in escrow in the Purchase Price Calculation Account as defined in Section 9(A)(iii) of the Plan of Recapitalization, which Purchaser Shares shall be distributed in accordance with the remainder of Section 9 of the Plan of Recapitalization. Purchaser shall deposit an additional 10% of the total number of Purchaser Shares to which each Seller is entitled under the Plan of Recapitalization in escrow in the Indemnity Account as defined in Section 9(A)(iii) of the Plan of Recapitalization. To the extent any Indemnity Shares are not subject to an indemnification claim against a Seller under Section 14.2 within six months after the Closing, Purchaser shall instruct the Escrow Agent to release such Indemnity Shares to the Sellers entitled to them in accordance with the Plan of Recapitalization. Purchaser shall instruct the Escrow Agent to release any Indemnity Shares that are subject to such an indemnification claim to the relevant Seller to the extent Purchaser and such Seller or a court of competent jurisdiction finally resolves such claim in favor of such Seller without the possibility of appeal. Purchaser shall deposit an additional number of Purchaser Shares equal to the number of Collar Shares specified in Section 9(C)(vi)(a) of the Plan of Recapitalization in escrow in the Collar Account as defined in Section 9(A)(iii) of the Plan of Recapitalization, which Purchaser Shares shall be distributed in accordance with the remainder of Section 9 of the Plan of Recapitalization.

Plan of Recapitalization. The number of Purchaser Sharesshares, timing of issuance, and all other aspects of the issuance of Purchaser Acquiror Shares to each Seller the Transferors in consideration of the sale, assignment, transfer, and delivery of all Interests and General Partner SPV Shares to Purchaser Acquiror shall be according to the terms and conditions specified in the Plan of Recapitalization, which is incorporated herein by reference and made a part hereofreference. Purchaser Acquiror shall deposit 10% of the Purchaser Acquiror Shares to which the Sellers are each Transferor is entitled in escrow in the Purchase Price Calculation Account as defined in Section 9(A)(iii) of the Plan of Recapitalization, which Purchaser Acquiror Shares shall be distributed in accordance with the remainder of Section 9 of the Plan of Recapitalization. Purchaser Acquiror shall deposit an additional 10% of the total number of Purchaser Acquiror Shares to which each Seller Transferor is entitled under the Plan of Recapitalization in escrow in the Indemnity Account as defined in Section 9(A)(iii) of the Plan of Recapitalization. To the extent any Indemnity Shares are not subject to an indemnification claim against a Seller any Transferor under Section 14.2 11.02 within six months after the Closing, Purchaser Acquiror shall instruct the Escrow Agent to release such Indemnity Shares to the Sellers Transferors entitled to them in accordance with the Plan of RecapitalizationReorganization. Purchaser Acquiror shall instruct the Escrow Agent to release any Indemnity Shares that are subject to such an indemnification claim to the relevant Seller Transferors to the extent Purchaser Acquiror and such Seller the Transferors or a court of competent jurisdiction finally resolves such claim in favor of such Seller the Transferors without the possibility of appeal. Purchaser shall deposit an additional number of Purchaser Shares equal to the number of Collar Shares specified in Section 9(C)(vi)(a) of the Plan of Recapitalization in escrow in the Collar Account as defined in Section 9(A)(iii) of the Plan of Recapitalization, which Purchaser Shares shall be distributed in accordance with the remainder of Section 9 of the Plan of Recapitalization.