Closing Structure. Prior to the Closing, Seller shall, and shall cause its Affiliates, including the Seller Entities, the Purchased Entities and their respective Subsidiaries, to, subject to the terms and conditions of this Agreement, including Section 2.13 and Section 5.1, take actions to implement the restructuring steps (the “Pre-Closing Restructuring Steps”) set forth on Exhibit B hereto (including the closing structure set forth therein (the “Closing Structure”)); provided that Seller may modify the Pre-Closing Restructuring Steps and, to the extent Seller determines to make any such modification, Seller shall deliver a statement setting forth such modified Pre-Closing Restructuring Steps to Purchaser as promptly as practicable following any such decision to modify; provided, further, that Seller shall not modify such Pre-Closing Restructuring Steps without Purchaser’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) if such modification would reasonably be expected to adversely affect Purchaser in any Post-Closing Tax Period (other than in any de minimis respect and taking into account Seller’s indemnification and payment obligations hereunder). Seller may modify the Closing Structure from time to time, subject, in the case of any modification that would have an adverse effect on Purchaser (other than in any de minimis respect), to the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall deliver a statement setting forth such modified Closing Structure to Purchaser as promptly as practicable following any such decision to modify. Purchaser shall have the right to review such modifications to the Closing Structure and any additional information with respect to such modifications that Purchaser may reasonably request. In the event the Closing Structure is so modified, Section 2.4(a)(i) and Section 2.4(a)(ii) of the Seller Disclosure Schedules shall be deemed to be automatically amended to reflect such modifications to the extent applicable.
Closing Structure. The closing of the sale of the Purchased Properties will be structured as a contribution of the Properties to Purchaser in exchange for operating partnership units ("OP Units"). The Winding-Up-Agents may put the OP Units received by the applicable Sellers to Purchaser for an equivalent amount of cash as necessary to accomplish the transactions described in the Purchase Agreement.
Closing Structure. Century, Adelphia and Highland shall have the right to restructure the transactions contemplated hereby such that, immediately prior to and in connection with the closing, Buyer shall merge with and into the Subsidiary and thereafter the Subsidiary at the closing shall redeem all of the stock of the Subsidiary held by Seller in consideration of the payment to Seller of the purchase price set forth in section 2 of this agreement. Immediately after the c1osing, Buyer or if the foregoing merger has occurred, the Subsidiary, will be recapitalized so that Century has a 40% equity interest in Buyer or the Subsidiary, as appropriate, and Highland has a 60% equity interest in Buyer or the Subsidiary, as appropriate.
