Common use of Alternative Transaction Structure Clause in Contracts

Alternative Transaction Structure. Purchaser and E agree to consider in good faith any alternative transaction structures proposed by Sellers or the Seller JV Rollover Investor in order to mitigate potential adverse tax consequences to the holders of interests in the Seller JV Rollover Investor, provided that such alternative transaction structure is without cost or increased liability to Purchaser or E (including, without limitation, with respect to Taxes) and without any delay in the performance of any of the obligations of the Parties under this Agreement. The parties hereto acknowledge and agree that the failure to agree to and implement such an alternative transaction structure mutually acceptable to Sellers, Purchaser, E and the Seller JV Rollover Investor shall not constitute a breach of this Agreement or failure of a condition precedent to Seller’s obligations to close under Section 5.1(b).