Common use of Representations, Warranties and Covenants of the Stockholder Clause in Contracts

Representations, Warranties and Covenants of the Stockholder. The Stockholder represents and warrants to Parent as follows: (i) the Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform his obligations hereunder; (ii) this Agreement has been duly executed and delivered by the Stockholder and the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditor’s rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by the Stockholder does not conflict with or violate any law or agreement binding upon him, nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for the transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, the Stockholder owns, beneficially, all of the Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect to all Shares, with no restrictions on the Stockholder’s rights of voting or disposition pertaining thereto, and no Person other than the Stockholder has any right to direct or approve the voting or disposition of any Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform his obligations hereunder.

Representations, Warranties and Covenants of the Stockholder. The Stockholder represents hereby represents, warrants and warrants covenants to Parent AIMCO that, except as follows: specifically described on Annex B to this Agreement, (ia) the Stockholder has all necessary power duly authorized, executed and authority to execute and deliver delivered this Agreement and to perform his obligations hereunder; (ii) this Agreement has been duly executed and delivered by the Stockholder and the executionis a legal, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement obligation of the Stockholder Stockholder, enforceable against the Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium ; and other similar laws of general application which may affect the enforcement of creditor’s rights generally and by general equitable principles; (iv) neither the execution and delivery of this Agreement nor the consummation by the Stockholder does not of the transactions contemplated hereby will constitute a violation of or default under, or conflict with with, any contract, commitment, agreement, understanding, arrangement or violate restriction of any law kind to which the Stockholder is a party or agreement binding upon himby which the Stockholder is bound; (b) unless the Stockholder is MAP IV or MAP V, nor require any consentas of the date hereof, notificationthe Shares and the Options listed on the signature page of this Agreement represent all the vested shares of IFG Common Stock and Options owned by the Stockholder and there are no options, regulatory filing warrants or approval rights to purchase or acquire, or agreements relating to, the Shares and (v) except for restrictions in favor of Parent pursuant to Options other than this Agreement and except for the transfer restrictions Call Option and Price Adjustment Agreement of general applicability as may be provided under the Securities Act even date; (c) upon dissolution of 1933, as amended, MAP IV and the “blue sky” laws of the various States of the United StatesMAP V, the Stockholder owns, beneficially, all of will have (without exception) good title to the Shares, as applicable, Shares and Options free and clear of all claims, liens, charges, encumbrances and security interest of any nature whatsoever, except that the Stockholder may have pledged all or part of the Shares to a bona fide financial institution which agrees in writing to be bound by this Agreement or to AIMCO; (d) except for this Agreement and the Irrevocable Proxy contemplated hereby, Stockholder is not a party to or otherwise bound by any proxy, voting restriction, adverse claim agreement or restriction which affects the voting rights of the Shares or any shares underlying the Options or any capital stock or other lien security of IFG; and has voting power and power of disposition with respect to all Shares, with no restrictions on the Stockholder’s rights of voting or disposition pertaining thereto, and no Person other than the Stockholder has any right to direct or approve the voting or disposition of any Shares, except (e) in the case of clause (iv) a Stockholder which is a trust, the undersigned individual trustees of such trust are lawful and (v) for violations, breaches or defaults that would not in duly appointed trustees of such trust and have full power and authority on behalf of such trust to enter into this Agreement and to consummate the aggregate materially impair the ability of the Stockholder to perform his obligations hereundertransactions contemplated hereby.

Representations, Warranties and Covenants of the Stockholder. Each Stockholder hereby severally makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) The Stockholder represents and warrants to Parent as follows: (i) the Stockholder has all necessary power the requisite power, authority and authority capacity to execute and deliver this Agreement and to perform his Stockholder's obligations hereunder; (ii) under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by the Stockholder and the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the legal, valid and binding agreement obligation of the Stockholder Stockholder, enforceable against the Stockholder in accordance with its terms. (b) The Stockholder is the legal and beneficial owner of the Preferred Stock Rights and has the right to exchange Preferred Stock Rights for the Securities free an clear of any liens, except as security interests or other encumbrances of any nature whatsoever, and the Preferred Stock Rights may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditor’s rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement exchanged by the Stockholder does not conflict with or violate any law or agreement binding upon him, nor require any consent, notification, regulatory filing without obtaining the consent or approval of any other person or entity. The Stockholder has not sold, transferred, assigned, pledged, granted a security interest in or otherwise disposed of the Preferred Stock Rights or any interest therein or granted any option, warrant, put, call, proxy or power of attorney with respect to such Preferred Stock Rights. (c) The Stockholder understands that the Securities are being issued to it in the exchange herein provided for in reliance on specific provisions of Federal and (v) except state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Stockholder set forth herein for restrictions in favor purposes of Parent pursuant to this Agreement and except qualifying for the transfer restrictions of general applicability as may be provided exemptions from registration under the Securities Act of 1933, as amendedamended (the "Securities Act"), and applicable state securities laws. (d) The Stockholder is an "accredited investor" (as defined in Rule 501 of Regulation D promulgated under the Securities Act), and the “blue sky” laws Stockholder has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Stockholder acknowledges that an investment in the Securities is speculative and involves a high degree of risk. The Stockholder acknowledges that it (i) has such knowledge and experience in financial and business matters such that Stockholder is capable of evaluating the merits and risks of Stockholder's investment in the Company, (ii) is able to bear the financial risks associated with an investment in the Securities and (iii) by virtue of such Stockholder's Preferred Stock Rights has been the owner of securities issued by the Company. (e) The Stockholder is acquiring the Securities solely for its own account and not with a view to or for sale in connection with the distribution thereof. The Stockholder does not have a present intention to sell any of the various States Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the United StatesSecurities to or through any person or entity; provided, however, that by making the representations herein, the Stockholder owns, beneficially, all does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the SharesSecurities at any time in accordance with Federal and state securities laws applicable to such disposition. (f) The Stockholder understands that the Securities being issued to the Stockholder in exchange for the Preferred Stock Rights hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or the Company receives an opinion of counsel reasonably acceptable to the Company that an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). The Stockholder acknowledges that such person is familiar with Rule 144 of the rules and regulations of the Securities and Exchange Commission, as applicableamended, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect promulgated pursuant to all Shares, with no restrictions on the Stockholder’s rights of voting or disposition pertaining theretoSecurities Act ("Rule 144"), and no Person other than that the Stockholder has any right been advised that Rule 144 permits resales only under certain circumstances. The Stockholder understands that to direct or approve the voting or disposition of any Sharesextent that Rule 144 is not available, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder will be unable to perform his obligations hereundersell any Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Representations, Warranties and Covenants of the Stockholder. The Stockholder represents hereby represents, warrants and warrants covenants to Parent as follows: Buyer that (i) the Stockholder is the beneficial owner of the Shares, which at the date of this Agreement and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances (except pursuant to marital property laws) that would interfere with the voting of the Shares in accordance with this Agreement or the granting of any proxy with respect thereto; (ii) the Stockholder does not beneficially own any shares of capital stock of Parent other than the Shares; (iii) the Stockholder has all necessary full power and authority to execute make, enter into and deliver carry out the terms of this Agreement and to perform his obligations hereunderthe Proxy; (ii) this Agreement has been duly executed and delivered by the Stockholder and the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditor’s rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by the Stockholder does not conflict with or violate any law or agreement binding upon himand the consummation by the Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, nor require any consentif any, notificationon the part of the Stockholder. With respect to the representations and warranties in clause (i) of this Section 5, regulatory filing or approval Buyer acknowledges that the Shares have been pledged by the Stockholder to Commerce Bank pursuant to the Commerce Bank Pledge and (v) except for restrictions in favor of to Parent pursuant to the Parent Pledge. Each of Commerce Bank and Parent have confirmed to Buyer by the letters referenced in Section 1 of this Agreement and except for the transfer restrictions of general applicability as may be provided that neither pledgee will take any actions under the Securities Act of 1933their respective pledge to limit, as amended, and the “blue sky” laws of the various States of the United States, the Stockholder owns, beneficially, all of the Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim stop or other lien and has voting power and power of disposition otherwise interfere with respect to all Shares, with no restrictions on the StockholderBuyer’s rights of voting or disposition pertaining thereto, and no Person other than the Stockholder has any right to direct or approve vote the voting or disposition of any Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform his obligations Shares hereunder.

Representations, Warranties and Covenants of the Stockholder. The Stockholder hereby represents and warrants to Parent to, and agrees with, Acquiror as follows: : (ia) the The Stockholder has all necessary power and authority and legal capacity to execute and deliver this Agreement and to perform his its obligations hereunder; . No other proceedings or actions on the part of the Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (iib) this This Agreement has been duly and validly executed and delivered by the Stockholder and the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of the Stockholder Stockholder, enforceable against the Stockholder in accordance with its terms. (c) The Stockholder is the sole Beneficial Owner and the sole record owner of the Owned Shares. The Stockholder has the sole right to vote, except as may or cause to be limited by applicable bankruptcyvoted, insolvencyand to dispose, reorganizationor cause the disposition, moratorium of the Owned Shares and other similar laws of general application there exist no limitations on its ability to exercise such right. The Stockholder has good and marketable title (which may affect include holding in nominee or “street” name) to all Owned Shares, free and clear of all liens (other than as created by this Agreement and the enforcement restrictions on Transfer under applicable securities laws). The 7,486,303 Owned Shares referenced in the second recital hereto constitute all of creditor’s rights generally the Company Securities Beneficially Owned by the Stockholder or over which the Stockholder has the power to vote and by general equitable principles; dispose, and neither the Stockholder nor any of its Affiliates is the Beneficial Owner of, or has any right to acquire (ivwhether currently upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) or vote any Company Securities other than such Owned Shares. (d) Neither the execution and delivery of this Agreement by the Stockholder does not nor the consummation of the transactions contemplated hereby will (i) conflict with, result in any violation of, require any consent under or constitute a default (whether with notice or lapse of time or both) by the Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which the Stockholder is a party or by which the Stockholder or any of the Owned Shares are bound, or under the Stockholder’s constituent documents; (ii) violate any judgment, order, injunction, decree or award of any court or Governmental Entity that is binding on the Stockholder; or (iii) constitute a violation by the Stockholder of any law or agreement binding upon him, nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for the transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, the Stockholder owns, beneficially, all of the Shares, as applicable, free and clear regulation of any proxy, voting restriction, adverse claim or other lien jurisdiction. (e) The Stockholder understands and has voting power and power of disposition with respect to all Shares, with no restrictions on acknowledges that Acquiror is entering into the Merger Agreement in reliance upon the Stockholder’s rights execution, delivery and performance of voting or disposition pertaining thereto, and no Person other than the this Agreement. The Stockholder has any right to direct or approve the voting or disposition of any Shares, except acknowledges that Stockholder’s irrevocable proxy set forth in the case of clause (ivSection 7(a) and (v) for violations, breaches or defaults that would not is granted in the aggregate materially impair the ability consideration of the Stockholder execution and delivery of the Merger Agreement by Acquiror. (f) No Person is entitled to perform his obligations hereunderreceive any brokerage, finder’s or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon agreements made by or on behalf of the Stockholders, any of its Affiliates or any of their respective stockholders, officers, directors, members, partners or employees.

Representations, Warranties and Covenants of the Stockholder. The Stockholder represents hereby represents, warrants and warrants covenants to Parent as follows: Buyer that (i) the Stockholder is the beneficial owner of the Shares, which at the date of this Agreement and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances (except pursuant to marital property laws) that would interfere with the voting of the Shares in accordance with this Agreement or the granting of any proxy with respect thereto; (ii) the Stockholder does not beneficially own any shares of capital stock of Parent other than the Shares; (iii) the Stockholder has all necessary full power and authority to execute make, enter into and deliver carry out the terms of this Agreement and to perform his obligations hereunderthe Proxy; (ii) this Agreement has been duly executed and delivered by the Stockholder and the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditor’s rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by the Stockholder does not conflict with or violate any law or agreement binding upon himand the consummation by the Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, nor require any consentif any, notificationon the part of the Stockholder. With respect to the representations and warranties in clause (i) of this Section 5, regulatory filing or approval Buyer acknowledges that the Shares have been pledged by the Stockholder to Commerce Bank pursuant to the Commerce Bank Pledge and (v) except for restrictions in favor of to Parent pursuant to the Parent Pledge. Each of Commerce Bank and Parent have confirmed to Buyer by the letters referenced in Section 1 of this Agreement and except for the transfer restrictions of general applicability as may be provided that neither pledgee will take any actions under the Securities Act of 1933their respective pledge to limit, as amended, and the “blue sky” laws of the various States of the United States, the Stockholder owns, beneficially, all of the Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim stop or other lien and has voting power and power of disposition otherwise interfere with respect to all Shares, with no restrictions on the Stockholder’s rights of voting or disposition pertaining thereto, and no Person other than the Stockholder has any Buyer's right to direct or approve vote the voting or disposition of any Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform his obligations Shares hereunder.

Representations, Warranties and Covenants of the Stockholder. The Stockholder (in his capacity as a stockholder and as the trustee of the Michel Trust) represents and warrants to Parent as follows: (i) the Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform his obligations hereunder; (ii) this Agreement has been duly executed and delivered by the Stockholder and the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditor’s creditors, rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by the Stockholder does not conflict with or violate any law or agreement binding upon him, him nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for the transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, the Stockholder owns, beneficially, or has control over, all of the Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect to all Shares, with no restrictions on the Stockholder’s rights of voting or disposition pertaining thereto, thereto and no Person other than the Stockholder has any right to direct or approve the voting or disposition of any Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform his obligations hereunder. Notwithstanding anything contained to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Stockholder, solely in his capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermore, the Stockholder, who is a director and officer, of the Company does not make any agreement or understanding herein solely in his capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of the Stockholder solely in his capacity as a director or officer of the Company.

Representations, Warranties and Covenants of the Stockholder. The Stockholder (in his capacity as a stockholder and as the trustee of the Michel Trust) represents and warrants to Parent as follows: (i) the Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform his obligations hereunder; (ii) this Agreement has been duly executed and delivered by the Stockholder and the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditor’s creditors, rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by the Stockholder does not conflict with or violate any law or agreement binding upon him, nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for the transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, the Stockholder owns, beneficially, or has control over, all of the Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect to all Shares, with no restrictions on the Stockholder’s rights of voting or disposition pertaining thereto, thereto and no Person other than the Stockholder has any right to direct or approve the voting or disposition of any Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform his obligations hereunder. Notwithstanding anything contained to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Stockholder, solely in his capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermore, the Stockholder, who is a director and officer, of the Company does not make any agreement or understanding herein solely in his capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of the Stockholder solely in his capacity as a director or officer of the Company.