Common use of Sale of the Partnership Clause in Contracts

Sale of the Partnership. (a) If the General Partner and the holders of a majority of the Class A Common Units then outstanding approve a Sale of the Partnership (the "Approved Partnership Sale"), the holders of Partnership Securities will consent to and raise no objections against the Approved Partnership Sale. If the Approved Partnership Sale is structured as a (i) merger or consolidation, each holder of Partnership Securities shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Partnership Securities, each holder of Partnership Securities shall agree to sell all of his Partnership Securities and rights to acquire Partnership Securities on the terms and conditions approved by the General Partner and the holders of a majority of the Class A Common Units then outstanding. Each holder of Partnership Securities shall take all necessary or desirable actions in connection with the consummation of the Approved Partnership Sale as requested by the Partnership. (b) The obligations of the holders of Partnership Securities with respect to the Approved Partnership Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Partnership Sale, each holder of Partnership Securities shall receive the same form of consideration and the same portion of consideration such holder would have received if the aggregate consideration had been distributed by the Partnership in complete liquidation pursuant to the rights and preferences set forth in the Partnership's Partnership Agreement as in effect immediately prior to the consummation of the Approved Partnership Sale; (ii) if any holders of a class or type of Partnership Securities are given an option as to the form and amount of consideration to be received, each holder of such class or type of Partnership Securities shall be given the same option; and (iii) each holder of then currently exercisable rights to acquire Partnership Securities shall be given an opportunity to exercise such rights prior to the consummation of the Approved Partnership Sale and participate in such sale as holders of such Partnership Securities. (c) If the Partnership or any of the holders of the Partnership's Securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each holder of Partnership Securities will, at the request of the Partnership, appoint either a purchaser representative (as such term is defined in Rule 501) designated by the Partnership, in which event the Partnership will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Partnership), in which event such holder will be responsible for the fees of the purchaser representative so appointed. (d) All holders of Partnership Securities will bear their pro-rata share (based upon the amount of securities sold) of the costs of any sale of Partnership Securities pursuant to an Approved Partnership Sale to the extent such costs are incurred for the benefit of all such holders of Partnership Securities and are not otherwise paid by the Partnership or the acquiring party. Costs incurred by the holders of Partnership Securities on their own behalf will not be considered costs of the Approved Partnership Sale.

Sale of the Partnership. (a) If In the General event of an Approved Sale, each Partner and the holders of a majority of the Class A Common Units then outstanding approve a Sale of the Partnership shall (the "Approved Partnership Sale"), the holders of Partnership Securities will i) consent to and raise no objections against the Approved Partnership Sale. If , (ii) waive and agree not to pursue any dissenter’s rights and other similar rights, and (iii) if the Approved Partnership Sale is structured as a (i) merger or consolidation, each holder of Partnership Securities shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Partnership Securitiessecurities, each holder of Partnership Securities shall agree to sell all of his Partnership Securities and rights to acquire Partnership Securities its Partner Interests (or applicable portion thereof) on the terms and conditions approved by the General Partner and the holders of a majority of the Class A Common Units then outstanding. Each holder of Partnership Securities shall take all necessary or desirable actions in connection with the consummation of the Approved Partnership Sale as requested by the Partnership. (b) The obligations of the holders of Partnership Securities with respect to the Approved Partnership Sale are subject to the satisfaction of the following conditions: Sale; provided, that (i) upon the consummation of the each Partner participating in such Approved Partnership Sale, each holder of Partnership Securities Sale shall receive the same form of consideration and the same portion of the aggregate net consideration (net of any post-closing adjustments and following the payment of the reasonable expenses that are approved by the General Partners and are not otherwise paid by the Partnership or the acquiring party) as such holder would have received if the such aggregate net consideration had been distributed by the Partnership in complete liquidation pursuant to the rights and preferences set forth in the Partnership's Partnership Agreement as in effect immediately prior to the consummation of the Approved Partnership SaleSale (assuming that the Partner Interests included in the Transfer were all of the Equity Securities then outstanding); and (ii) if any notwithstanding the preceding clause (i), the holders of a class or type of Partnership Securities are given an option as Series A Preferred Units will be entitled to receive cash consideration even if the form and amount of consideration to be receivedpaid to the holders of Common Units consists in part or in whole of non-cash consideration, so long as all holders of Common Units receive the same form(s) of non-cash consideration and the amount of the total net consideration described in the preceding clause (i). Each Partner will take all necessary and desirable lawful actions as reasonably directed by the General Partners in connection with the consummation of any Approved Sale, including executing the applicable purchase agreement pursuant to which each holder of Partner Interests will severally (but not jointly) make representations and warranties concerning solely (i) the beneficial ownership of the Partner Interests (if any) to be sold by such class holder, and (ii) such holder’s ability to execute such sale contract and necessary ancillary documents and perform the obligations thereunder, and provide indemnities solely in respect of such representations and warranties made by such holder, provided, that each such joining Partner’s liability arising under any such indemnification or type of Partnership Securities other obligation with respect to such Approved Sale shall in no event exceed the aggregate net cash proceeds actually received by such Partner in connection with such Approved Sale. No Partner shall be given required to make any representations or warranties with respect to any other Partner or the same option; and (iii) each holder of then currently exercisable rights to acquire Partnership Securities shall be given an opportunity to exercise such rights prior to the consummation of the Approved Partnership Sale and participate in such sale as holders of such Partnership SecuritiesPartnership, its Subsidiaries or their respective assets, properties, liabilities, operations or businesses. (cb) If the Partnership or any of the holders of the Partnership's Securities General Partners enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated under the Securities Act by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a sale of assets, merger, consolidation or other reorganization), each holder of Partnership Partner Interests who is not an “accredited investor,” as that term is defined in Regulation D promulgated under the Securities Act, will, at the request election of the PartnershipGeneral Partners, either (i) appoint either a purchaser representative (as such term is defined in Rule 501) designated by the Partnership, in which event the Partnership will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Partnership), in which event such holder will be responsible for the fees of the purchaser representative so appointed, or (ii) be deemed to have elected to receive cash in an amount equal to the Fair Market Value of any securities that such holder would otherwise have received in such Approved Sale and that are not registered under the Securities Act, in lieu of receiving such unregistered securities. (c) Each holder of Partner Interests agrees that, if the General Partners so request, the agreements relating to the Approved Sale may provide for indemnity by each holder of Partner Interests in respect of representations and warranties regarding the Partnership, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses not made by such holder of Partner Interests, so long as the sole source for payment of any such indemnity (a “Partnership Loss”) will be funds (the amount of which for each holder shall not exceed the aggregate net cash proceeds that otherwise would have been received by such holder in connection with such Approved Sale) deposited in escrow for such purpose or otherwise segregated and withheld from the proceeds otherwise distributed to the selling persons, as the General Partners may determine, and any Partnership Losses will be borne by the selling persons as described in the first sentence of Section 4(a) above as if they were post-closing adjustments. (d) All holders No consideration or fee shall be paid or provided to the General Partners or any of Partnership Securities will bear their pro-rata share (based upon the amount of securities sold) Affiliates or any Persons that would qualify as Permitted Transferees of the costs General Partners in any manner (including in connection with a non-compete agreement, consulting agreement or any other agreement, arrangement or understanding) in connection with an Approved Sale, which would cause the General Partners or any of their Affiliates or any Persons that would qualify as Permitted Transferees of the General Partners to receive consideration or fees (of any sale kind, in any form and/or at any time) not available to all Partners in a manner other than the manner in which such benefit would have been received by such Partner had such benefit, together with the net consideration of Partnership Securities pursuant to an the Approved Partnership Sale to the extent such costs are incurred for the benefit of all such holders of Partnership Securities and are not otherwise paid any like consideration or fees received by any other Partner or Affiliate thereof, been distributed by the Partnership or in complete liquidation pursuant to the acquiring party. Costs incurred by rights and preferences set forth in the holders of Partnership Securities on their own behalf will not be considered costs Agreement as in effect immediately prior to the consummation of the Approved Sale (assuming that the Partner Interests included in the Transfer were all of the Equity Securities then outstanding). Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, the Partners and the Partnership agree that in connection with such Approved Sale, ABRY VI and /or its Affiliates shall be entitled to be paid the management fee provided for in the ABRY Advisory Agreement and a fee in connection with any Approved Sale in an aggregate amount equal to 2% of the enterprise value implied by such Approved Sale and shall not be required to share any portion of these amounts with the Partnership, any other Partner or any other Person.

Sale of the Partnership. (a) If the General Partner and the holders of a majority of the Class A Common Units then outstanding approve a Sale of the Partnership is approved in accordance with the terms of this Agreement (the "an “Approved Partnership Sale"”), then each Limited Partner shall (i) vote in favor of (to the holders of Partnership Securities will extent permitted to vote for), consent to and raise no objections against such Approved Sale or the Approved Partnership Sale. If the Approved Partnership Sale is structured as a process pursuant to which such was arranged, (iii) merger or consolidation, each holder of Partnership Securities shall waive any dissenters dissenters’ rights, appraisal rights or and other similar rights and (iii) take all other actions reasonably necessary or desirable to cause the consummation of such Approved Sale, including the execution of any merger, redemption, sale or other such agreement designed to facilitate such Approved Sale. Each Limited Partner shall be obligated, through a contribution agreement or otherwise as requested by the General Partner to join on a joint and several basis in any indemnification (based on each such Person’s pro rata share of the aggregate proceeds paid with respect to its interest) or other obligations agreed to by the Partnership in connection with such merger Approved Sale; provided, that in no event shall any Limited Partner be obligated in connection such Approved Sale to indemnify the prospective buyer or consolidation or its Affiliates with respect to an amount in excess of such Limited Partner’s pro rata share (ii) sale of Partnership Securities, based on each holder of Partnership Securities shall agree to sell all of his Partnership Securities and rights to acquire Partnership Securities on the terms and conditions approved by the General Partner and the holders of a majority such Person’s pro rata share of the Class A Common Units then outstanding. Each holder aggregate proceeds paid with respect to its interest) of Partnership Securities shall take all necessary or desirable actions the total consideration paid by such buyer in connection with such Approved Sale; and provided further, that unless the consummation prospective transferee or its Affiliates permits a Limited Partner to give a guarantee, letter of credit or other mechanism, any escrow of proceeds of any such transaction shall be withheld on a pro rata basis among all Limited Partners (based on each such Person’s pro rata share of the Approved Partnership Sale as requested by the Partnershipaggregate proceeds paid with respect to its interest). (b) The obligations of the holders of Partnership Securities Limited Partners with respect to the an Approved Partnership Sale are subject to the satisfaction of the following conditions: (i) the consideration payable upon consummation of such Sale of the Partnership to all Partners shall be allocated to the Partners pursuant to and consistent with Article V and (ii) upon the consummation of the Approved Partnership SaleSale of the Partnership, each holder all of Partnership Securities the Limited Partners shall receive the same form of consideration and the same portion of consideration such holder would have received if the aggregate consideration had been distributed by the Partnership in complete liquidation pursuant to the rights and preferences set forth for their interests in the Partnership's Partnership Agreement as in effect immediately prior to the consummation of the Approved Partnership Sale; (ii) , or if any holders of a class or type of Partnership Securities Limited Partners are given an option as to the form and amount of consideration to be received, each holder of such class or type of Partnership Securities shall all Limited Partners will be given the same option; and (iii) each holder of then currently exercisable rights to acquire Partnership Securities shall be given an opportunity to exercise such rights prior to the consummation of the Approved Partnership Sale and participate in such sale as holders of such Partnership Securities. (c) If the Partnership or any of the holders of the Partnership's Securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each holder of Partnership Securities will, at the request of the Partnership, appoint either a purchaser representative (as such term is defined in Rule 501) designated by the Partnership, in which event the Partnership will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Partnership), in which event such holder will be responsible for the fees of the purchaser representative so appointed. (d) All holders of Partnership Securities will bear their pro-rata share (based upon the amount of securities sold) of the costs of any sale of Partnership Securities pursuant to an Approved Partnership Sale to the extent such costs are incurred for the benefit of all such holders of Partnership Securities and are not otherwise paid by the Partnership or the acquiring party. Costs incurred by the holders of Partnership Securities on their own behalf will not be considered costs of the Approved Partnership Sale.

Sale of the Partnership. (a) If the General Partner and the holders of a majority of the Class A Common Units then outstanding approve a Sale of the Partnership (the "Approved Partnership Sale"), the holders of Partnership Securities will consent to and raise no objections against the Approved Partnership Sale. If the Approved Partnership Sale is structured as a (i) merger or consolidation, each holder of Partnership Securities shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Partnership Securities, each holder of Partnership Securities shall agree to sell all of his Partnership Securities and rights to acquire Partnership Securities on the terms and conditions approved by the General Partner and the holders of a majority of the Class A Common Units then outstanding. Each holder of Partnership Securities shall take all necessary or desirable actions in connection with the consummation of the Approved Partnership Sale as requested by the Partnership. (b) The obligations of the holders of Partnership Securities with respect to the Approved Partnership Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Partnership Sale, each holder of Partnership Securities shall receive the same form of consideration and the same portion of consideration such holder would have received if the aggregate consideration had been distributed by the Partnership in complete liquidation pursuant to the rights and preferences set forth in the Partnership's Partnership Agreement as in effect immediately prior to the consummation of the Approved Partnership Sale; (ii) if any holders of a class or type of Partnership Securities are given an option as to the form and amount of consideration to be received, each holder of such class or type of Partnership Securities shall be given the same option; and (iii) each holder of then currently exercisable rights to acquire Partnership Securities shall be given an opportunity to exercise such rights prior to the consummation of the Approved Partnership Sale and participate in such sale as holders of such Partnership Securities. (c) If the Partnership or any of the holders of the Partnership's Securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each holder of Partnership Securities will, at the request of the Partnership, appoint either a purchaser representative (as such term is defined in Rule 501) designated by the Partnership, in which event the Partnership will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Partnership), in which event such holder will be responsible for the fees of the purchaser representative so appointed.enter (d) All holders of Partnership Securities will bear their pro-rata share (based upon the amount of securities sold) of the costs of any sale of Partnership Securities pursuant to an Approved Partnership Sale to the extent such costs are incurred for the benefit of all such holders of Partnership Securities and are not otherwise paid by the Partnership or the acquiring party. Costs incurred by the holders of Partnership Securities on their own behalf will not be considered costs of the Approved Partnership Sale.

Sale of the Partnership. (a) If the General Partner and approves (i) the holders sale of a majority control of the Class A Common Partnership, whether by merger, consolidation, sale of the Partnership’s outstanding Units then outstanding approve or other equity securities, sale of all or substantially all of its assets or otherwise to a Sale Person that is not an Affiliate of the JCP Funds or (ii) a Recapitalization of the Partnership (any of the "foregoing, an “Approved Partnership Sale"”), the holders of Partnership Securities (i) each Partner and Permitted Transferee will consent to and raise no objections against against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Partnership Sale. If , (ii) if the Approved Partnership Sale is structured as a (i) merger or consolidationsale of Units, each holder of Partnership Securities shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Partnership Securities, each holder of Partnership Securities shall Partner and Permitted Transferee will agree to sell all or a pro rata portion of his Partnership Securities such Partner’s or Permitted Transferee’s Units and any options, warrants or other rights to acquire Partnership Securities Units on the terms and conditions approved by the General Partner and (iii) if the holders Approved Sale is structured as a sale of a majority assets, each Partner and Permitted Transferee will take all actions necessary to approve, authorize and cooperate with such sale and cause the liquidation of the Class A Common Units then outstandingPartnership, if requested by the General Partner, following the consummation of such Approved Sale. Each holder of Partnership Securities shall Partner and Permitted Transferee will take all reasonably necessary or and desirable actions requested by the General Partner in connection with the consummation of an Approved Sale, including, without limitation, executing the Approved Partnership Sale as requested applicable purchase agreement and related documents and agreeing to representations and warranties (including those made by the PartnershipCompany), escrow obligations, indemnification obligations and other obligations to which the JCP Funds are subject; provided however, that no such Partner or Permitted Transferee shall be required to share in any indemnification obligation other than on a pro rata basis based on the amount of consideration received by such Partner or Permitted Transferee (except for indemnification obligations relating to a breach of a representation, warranty or covenant relating solely to such Partner or its Permitted Transferee or the Common Units of such Partner or its Permitted Transferee (such as representations and warranties with respect to such holder’s title to and ownership of Common Units and authorization, execution and delivery of relevant documents by such holder), which indemnification obligations shall be borne solely by such Partner and its Permitted Transferees); provided further that no such Partner or Permitted Transferee shall be obligated in connection with such Approved Sale to agree to indemnify or hold harmless the prospective purchaser(s) with respect to an amount in excess of the consideration paid to such Partner or Permitted Transferee in connection with such Approved Sale; and provided further that no holder of Common Units shall be obligated to enter into indemnification obligations with respect to a breach of a representation, warranty or covenant relating solely to other holders of Common Units or such other holder’s Common Units. (b) The obligations of each of the holders of Partnership Securities Partners and Permitted Transferees with respect to the an Approved Partnership Sale are subject to the satisfaction of the following conditions: (i) condition that upon the consummation of the Approved Partnership Sale, each holder all of Partnership Securities shall the Partners and Permitted Transferees holding Common Units will receive the same form and amount of consideration and the same portion of consideration such holder would have received if the aggregate consideration had been distributed by the Partnership in complete liquidation pursuant to the rights and preferences set forth in the Partnership's Partnership Agreement as in effect immediately prior to the consummation of the Approved Partnership Sale; (ii) per Common Unit held, or if any holders holder of a class or type of Partnership Securities are Common Units is given an option as to the form and amount of consideration to be received, each holder received in respect of such class or type of Partnership Securities shall Common Units, all Partners and Permitted Transferees holding Common Units will be given the same option; and (iii) each holder of then currently exercisable rights to acquire Partnership Securities shall provided however, that a Partner need not be given an opportunity the right or option to exercise such rights prior invest in any entity acquiring the Partnership or to the consummation retain or receive any securities of the Approved Partnership Sale and participate in or the entity acquiring the Partnership even if other Partners are given such sale as holders of such Partnership Securitiesa right or option. (c) If the Partnership Each Partner and Permitted Transferee acknowledges that its or any his or her pro rata share of the holders aggregate proceeds of the Partnership's Securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission an Approved Sale may be available with respect to such negotiation reduced by its or transaction (including a merger, consolidation or other reorganization), each holder of Partnership Securities will, at the request of the Partnership, appoint either a purchaser representative (as such term is defined in Rule 501) designated by the Partnership, in which event the Partnership will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Partnership), in which event such holder will be responsible for the fees of the purchaser representative so appointed. (d) All holders of Partnership Securities will bear their pro-his pro rata share (based upon the amount on its or his share of securities soldsuch proceeds) of the costs of any sale of Partnership Securities pursuant transaction expenses related to an such Approved Partnership Sale to the extent such costs are incurred for the benefit of all such holders of Partnership Securities and are not otherwise paid by the Partnership or the acquiring party. Costs incurred by the holders of Partnership Securities on their own behalf will not be considered costs of the Approved Partnership Sale.

Sale of the Partnership. (a) If the General Partner and Board approves a sale of all or substantially all (as defined in the holders Revised Model Business Corporation Act) of the Partnership’s assets determined on a consolidated basis or a sale of a majority of the Class A Common Units then outstanding approve a Sale of the Partnership (the "whether directly or indirectly, by merger, recapitalization, consolidation, reorganization, combination, contribution, exchange or otherwise) (collectively, an “Approved Partnership Sale"”), the holders of Partnership Securities each Management Limited Partner will be deemed to have voted for and consented to (and will confirm such vote and consent to in writing) and raise no objections against the and not otherwise impede or delay such Approved Partnership Sale. If the Approved Partnership Sale is structured as a (i) a merger or consolidation, each holder of Partnership Securities shall Management Limited Partner will waive any dissenters dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of Partnership SecuritiesUnits (whether by merger, recapitalization, consolidation, reorganization, combination, contribution, exchange or otherwise), each holder of Partnership Securities shall Management Limited Partner will agree to sell all sell, contribute, exchange or otherwise Transfer a portion of his such Management Limited Partner’s Units proportional to the portion of the Units being sold by the Partnership Securities and any rights to acquire Partnership Securities Units on the terms and conditions approved by the General Partner and the holders of a majority of the Class A Common Units then outstandingBoard. Each holder of Partnership Securities shall Management Limited Partner will take all necessary or desirable actions in connection with the consummation of the Approved Partnership Sale as requested by the PartnershipBoard, including without limitation voting such holder’s Units that are Voting Units and any other voting securities of the Partnership over which such holder has voting control in favor of such Approved Sale. Each Management Limited Partner shall be obligated to sign any definitive written sale agreement approved by the Board and to join in writing on a pro rata basis (based on the percentage ownership of the Units of the applicable class(es) or series to be sold directly or indirectly, and in such a manner that indemnification obligations constituting an adjustment to the purchase price shall be borne by the (and to the extent that such) class(es) or series shared directly or indirectly in the proceeds of the portion of the purchase price in excess of the purchase price resulting from such adjustment) in any indemnification, escrow, holdback or other obligations that the Partnership or the Investor Limited Partners agree to provide in connection with the Approved Sale (other than any such non-escrow obligations that relate solely to a particular holder of Units, such as indemnification with respect to representations and warranties given by a Management Limited Partner regarding such Management Limited Partner’s title to and ownership of Units, in respect of which only such Limited Partner shall be liable). In addition, each Management Limited Partner shall agree in writing to the same individual covenants and releases that the Investor Limited Partners agree to provide in connection with such Approved Sale. Without affecting the foregoing specific provisions, each Management Limited Partner will take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Board or the holders of not less than a majority of the GGC Units, including, without limitation, executing and delivering any and all agreements, instruments and other documents approved by the holders of not less than a majority of the GGC Units (including any applicable purchase agreement, stockholders agreement, representative agreement, indemnification agreement or contribution agreement). (b) The obligations of the holders of Partnership Securities each Management Limited Partner with respect to the an Approved Partnership Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Partnership Sale, each holder of Partnership Securities shall Management Limited Partner will receive the same form of consideration and the same portion of the aggregate consideration (net of all expenses) that such holder holders would have received if the such aggregate consideration had been distributed by the Partnership in complete liquidation pursuant to the rights and preferences set forth in the Partnership's Partnership this Agreement as in effect immediately prior to the consummation of the such Approved Partnership Sale; , and (ii) if any holders of a class or type of Partnership Securities are Limited Partner is given an option as to the form and amount of consideration to be receivedreceived with respect to a class or series of Units, each holder of such Management Limited Partner holding the same class or type of Partnership Securities shall series will be given the same option; and (iii) each holder of then currently exercisable rights to acquire Partnership Securities shall be given an opportunity to exercise such rights prior option to the consummation of the Approved Partnership Sale and participate in such sale as holders of such Partnership Securitiesextent permitted by applicable law. (c) If the Partnership or any of the holders of the Partnership's Securities Partners enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the United States Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each holder of Partnership Securities the Management Limited Partners will, at the request of the PartnershipGeneral Partner, appoint either a purchaser representative (as such term is defined in Rule 501501 promulgated by the United States Securities and Exchange Commission) reasonably acceptable to the General Partner. If any Management Limited Partner appoints a purchaser representative designated by the PartnershipGeneral Partner, in which event the Partnership will pay the fees of such purchaser representative, or but if any Management Limited Partner declines to appoint the purchaser representative designated by the General Partner, such Management Limited Partner will appoint another purchaser representative (reasonably acceptable to the Partnership)representative, in which event and such holder Management Limited Partner will be responsible for the fees of the purchaser representative so appointed. (d) All holders of Partnership Securities Each Management Limited Partner will bear their its pro-rata share (based upon the amount proportionate number of securities soldUnits sold directly or indirectly by such Management Limited Partner in relation to the number of all of the Units sold by all Limited Partners in such Approved Sale of such class(es) or series of Units, and in such a manner that all costs and expenses are borne by the (and to the extent that such) class(es) or series would have shared therein had such costs and expenses been available to be distributed as additional purchase price proceeds in excess of what was actually available for distribution after taking into account such costs and expenses)) of the costs of and expenses incurred in connection with any sale of Partnership Securities pursuant to an Approved Partnership Sale to the extent such costs and expenses are incurred for the benefit of all such direct or indirect holders of Partnership Securities the Units and are not otherwise paid by the Partnership or the acquiring party. Costs incurred , whether or not such Approved Sale closes. (e) In order to secure the performance by each Management Limited Partner of such Management Limited Partner’s obligations under this Section 11.2, each such Management Limited Partner hereby appoints the holders General Partner as such Management Limited Partner’s true and lawful proxy and attorney-in-fact, with full power of Partnership Securities on their own behalf will not be considered costs substitution, to vote all of such Management Limited Partner’s Voting Units and any other voting securities of the Partnership over which such Management Limited Partner has voting control in favor of an Approved Partnership Sale and to take such other actions as a Management Limited Partner may be required to take pursuant to this Section 11.2. The General Partner may exercise the proxy and power of attorney granted to it hereunder by such Management Limited Partner at any time (and from time to time) if such Management Limited Partner fails to comply with its obligations under this Section 11.2. The proxies and powers granted by such Management Limited Partner pursuant to this Section 11.2 are coupled with an interest and are given to secure the performance of such Management Limited Partner’s obligations under this Section 11.2 and are irrevocable and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Management Limited Partner and any subsequent holder of such Management Limited Partner’s Units. No Management Limited Partner shall grant any proxy or become party to any voting trust or other agreement (whether written or oral) that is inconsistent with, conflicts with or violates any provision of this Section 11.2. (f) Each Investor Limited Partner agrees and acknowledges that the Units held by such Investor Limited Partner are subject to certain obligations under the Stockholders Agreement with respect to an Approved Sale.