Looking at the pictures it should fit, although you may be cutting it close with the memory slots, if you are only using two sticks of ram you could use them in the second set of dual-channel slots instead of the first, which will have no performance effect, but should deal with the only potential clearance problem that I can observe.
Yup. My son and I just installed one yesterday. It's a bit of a booger to get in, but it works. We didn't take the motherboard out of the case. The second clip was very difficult, but with both of us pushing down, we managed to get it to clip on.
The memory is still plenty far enough away, but it might be good to make sure you are using the first slot before putting it in, because it might be hard to get the memory into the first slot after you put the fan on.
Also, wear gloves, if possible... my fingers are still smarting from the sharp heat-sink blades!
Make sure and measure your case, to make sure it will fit, height-wise.