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 (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.

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 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 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. 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.