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the Closing Date, at such localities as PURCHASER may have reasonably requested. In the event that the assignment, transfer or conveyance of any franchise claims against the United States or other governments or others, or rights under leases or other executory contracts cannot be effected without the consent of another of another party or parties or without violation of law or breach of contract or conditions, or for any other reason, COLONIAL will retain such franchises, claims or lease-hold or other contract rights, and as Trustee for PURCHASER hold and realize on the same account and benefit of the obtained , which consent COLONIAL agrees to use it's best efforts to obtain and make appropriate transfer thereof or of the proceeds thereof to PURCHASER but in the event that PURCHASER shall at any time request the transfer or assignment of any such franchises, claims or lease-hold or other contract rights, COLONIAL shall thereupon execute and deliver transfers or assignments thereof to PURCHASER and PURCHASER shall indemnify and hold COLONIAL, its officers and directors harmless from any liability it or they may incur or be charged with as a result of the execution and delivery of such assignment or transfer without proper consent. 2. On the Closing Date hereinafter provided, it (COLONIAL) shall deliver to PURCHASER such deeds, bills of sale, endorsements, assignments, and other good and sufficient instruments of transfer and conveyance as in the opinion of PURCHASER'S counsel shall be effective to vest in PURCHASER good title to the property, assets and business of COLONIAL to be sold and transferred to PURCHASER as above provided, except that PURCHASER may waive any defect in title arising by reason of, and assume responsibility for, any consequential liability to COLONIAL and to itself (PURCHASER) by reason of a conveyance, transfer of assignment requested by PURCHASER or made in accordance with but in violation of law or contract and PURCHASER shall hold COLONIAL, its officers and directors harmless in respect thereto. 3. It will from time to time, at PURCHASER'S request (whether at or after the Closing Date and without further consideration) execute and deliver to PURCHASER such further instruments of conveyance and transfer and take such other action as PURCHASER reasonably may require most effectively to convey and transfer to PURCHASER any of the property to be sold hereunder, and will assist PURCHASER in the reduction to possession of such property; and PURCHASER from and after the Closing Date is authorized in its own name or in the name of COLONIAL to take such action as may be appropriate in the collection or reduction to possession of any or all such property. TWENTY-NINTH. Subject to the terms and conditions of this Agreement PURCHASER agrees that: 1. In consideration of the foregoing it (PURCHASER) will deliver to COLONIAL a total of 257,800 shares of PURCHASER'S common stock, provided, however, that any such shares shall not be entitled to vote at any meeting of shareholders of PURCHASER while such shares are held in the Treasury of COLONIAL; and that such shares shall only be entitled to vote after they are distributed to the stockholders of COLONIAL, provided, however, that in the event the stockholders of COLONIAL have not, prior to the Closing Date, voted affirmatively to distribute said 257,800 shares (plus such additional shares as may be received under Articles TWENTY-SEVENTH and THIRTIETH hereof) among the stockholders of COLONIAL, then said shares of PURCHASER shall be transferred to voting trustees. Said voting trustees shall be three in number, one of whom shall be nominated by COLONIAL, one by PURCHASER, and the third of whom shall be nominated by the other two trustees. Said voting trustees shall have full power to vote said shares of PURCHASER as fully as if they held said shares in their individual right. Said trustees shall issue voting trust certificates, which certificates shall be held by COLONIAL. If this proviso is to become effective a voting trust agreement embodying the terms hereof and such other terms and conditions as may be necessary and proper to carry out the full intent hereof, shall be prepared and formally executed prior to the Closing Date. 2. In the event COLONIAL, prior to the Closing Date, shall issue additional shares, PURCHASER shall then be obligated to deliver additional shares of its stock to COLONIAL over and above the number provided for herein at the ratio of one (1) share of PURCHASER'S stock for each two (2) shares of COLONIAL subject to retirements of PURCHASER'S stock and appropriate adjustments under the provisions of Article TWENTY-SEVENTH hereof. 3. It (PURCHASER) will assume the liabilities of COLONIAL existing on the Closing Date hereinafter provided, including, without limiting the generality thereof, any obligations of COLONIAL 6
