Common use of Transaction Structure Clause in Contracts

Transaction Structure. Prior to the Closing, the Parties agree to co-operate in structuring the sale of the Purchased Assets as set forth in Schedule 2.5 and, to the extent necessary, any amendments made thereto with the consent of the Parties prior to the Closing Time, subject to the following: (a) the Buyer will structure the implementation of steps 2 and 13 (the “Buyer Purchase Structure”) as set forth in Schedule 2.5 in a manner so that no costs and expenses (including, without limitation, legal fees and disbursements) will be borne by MDS or any of the other Sellers and Buyer will be solely responsible for any and all Taxes actually incurred by MDS in connection with or in any way related to the implementation of the Buyer Purchase Structure and any costs and expenses (including, without limitation, legal fees and disbursements) actually incurred by MDS or the Sellers in the event of the termination or unwinding of such steps of the Buyer Purchase Structure should Closing not occur (unless Closing does not occur as a result of the failure of MDS to satisfy any conditions precedent within its control), and the Buyer shall indemnify and reimburse MDS and the Sellers forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses; (b) without restricting the application of paragraph (a) above, MDS agrees to reasonably cooperate with Buyer in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if MDS or any of the Operators incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to MDS or any of the Operators, and MDS or any of the Operators incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by MDS, acting reasonably, Buyer shall be solely responsible for any and all such Taxes. In the event of any such amendment, Buyer shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by MDS or any of the Operators in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. Buyer shall indemnify and reimburse each of MDS and the Operators forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; (c) without restricting the application of paragraph (a) above, Buyer agrees to reasonably cooperate with MDS in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if Buyer or any Designated Buyer Affiliate incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to Buyer or any Designated Buyer Affiliate, and Buyer or any Designated Buyer Affiliate incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by Buyer, acting reasonably, MDS shall be solely responsible for any and all such Taxes. In the event of any such amendment, MDS shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by Buyer or any Designated Buyer Affiliate in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. MDS shall indemnify and reimburse each of Buyer or any Designated Buyer Affiliate forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; and (d) the obligation of the Parties set forth in this Section 5.13 shall, notwithstanding any other provision of this Agreement to the contrary, survive completion or termination of this Agreement and the transactions contemplated hereby and shall continue in full force and effect for the benefit of the other Party until 60 days after the expiration of the period during which, in the absence of any waiver or other document extending such period, an assessment, reassessment or other form of recognized document assessing liability for Taxes could be issued under applicable Tax laws.

Transaction Structure. Prior to the ClosingIf, the Parties agree to co-operate in structuring the sale of the Purchased Assets as set forth in Schedule 2.5 and, to the extent necessary, any amendments made thereto with the consent of the Parties prior to the Closing Timedate on which Parent commences solicitation of proxies for use at the Parent Stockholders’ Meeting, subject the IRS notifies TDCC that the IRS will not issue one or more of the requested rulings, then, during the sixty (60) day period starting from the date of such IRS notification, the parties hereto shall collaborate reasonably and in good faith in order to determine a possible alternative structure for the following: transactions contemplated hereby that the parties hereto determine, with the assistance of their respective tax advisors, will either make likely the receipt from the IRS of the ruling at issue or eliminate the necessity for the rulings, in either case, without (a) increasing in any material respect the Buyer will structure the implementation of steps 2 and 13 (the “Buyer Purchase Structure”) as set forth in Schedule 2.5 in a manner so that no costs and expenses (including, without limitation, legal fees and disbursements) will be borne by MDS to any party hereto or any of the other Sellers and Buyer will be solely responsible for any and all Taxes actually incurred by MDS in connection with or in any way related to the implementation of the Buyer Purchase Structure and any costs and expenses (including, without limitation, legal fees and disbursements) actually incurred by MDS or the Sellers in the event of the termination or unwinding of such steps of the Buyer Purchase Structure should Closing not occur (unless Closing does not occur as a result of the failure of MDS to satisfy any conditions precedent within its control), and the Buyer shall indemnify and reimburse MDS and the Sellers forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses; their respective Affiliates; (b) without restricting causing the application performance of paragraph (a) above, MDS agrees to reasonably cooperate with Buyer in respect the covenants and agreements of any party hereto to become more burdensome in any material respect; (c) expanding in any material respect the scope of consents and approvals required or desired amendment to Schedule 2.5 following consummate the date transactions contemplated hereby; (d) decreasing in any material respect the expected benefits of this Agreement; provided, however, that (i) if MDS the transactions contemplated hereby to any party hereto or any of the Operators incurs incremental Taxes in connection with their respective Affiliates; or (e) otherwise resulting in any way related substantial impediment to the subject matter consummation of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to MDS or any of the Operators, and MDS or any of the Operators incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by MDS, acting reasonably, Buyer shall be solely responsible for any and all such Taxestransactions contemplated hereby. In the event of any such amendment, Buyer shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by MDS or any of the Operators in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. Buyer shall indemnify and reimburse each of MDS and the Operators forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; (c) without restricting the application of paragraph (a) above, Buyer agrees to reasonably cooperate with MDS in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if Buyer or any Designated Buyer Affiliate incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to Buyer or any Designated Buyer Affiliateparties hereto reasonably, and Buyer or any Designated Buyer Affiliate incurs Taxes in connection with or in any way related to good faith, agree upon such an alternative transaction structure, they shall, as soon as practicable thereafter, modify the subject matter of such amendment, in both (i) covenants and (ii) as determined by Buyer, acting reasonably, MDS shall be solely responsible for any and all such Taxes. In the event of any such amendment, MDS shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by Buyer or any Designated Buyer Affiliate in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. MDS shall indemnify and reimburse each of Buyer or any Designated Buyer Affiliate forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; and (d) the obligation of the Parties agreements set forth in this Section 5.13 shall, notwithstanding any other provision of this Agreement to the contrary, survive completion or termination of this Agreement and the other Transaction Documents accordingly to reflect the change in transaction structure referenced in the immediately preceding sentence. In furtherance of the foregoing, each of the parties hereto shall take all action reasonably necessary to modify the ruling request to reflect the transactions as so modified and effectuate the change in transaction structure contemplated by this Section 2.08, and each party hereto shall use its reasonable best efforts to cause the transactions contemplated hereby hereby, as so modified, to be consummated as soon as practicable thereafter and shall continue in full force and effect for accordance with the benefit terms of the other Party until 60 days after the expiration of the period during which, in the absence of any waiver or other document extending such period, an assessment, reassessment or other form of recognized document assessing liability for Taxes could be issued under applicable Tax lawsthis Agreement.

Transaction Structure. Prior Notwithstanding anything in this Agreement to the Closingcontrary, the Company Parties shall cooperate with and agree to co-operate in structuring any reasonable changes requested by Parent solely regarding the sale structure or steps of the Purchased Assets as set forth in Schedule 2.5 and, transactions contemplated by this Article II (such cooperation shall include entering into appropriate amendments to the extent necessary, any amendments made thereto with the consent of the Parties prior this Agreement to the Closing Time, subject to the following: (areflect such reasonable changes) the Buyer will structure the implementation of steps 2 and 13 (the “Buyer Purchase StructureRequested Changes”) as set forth in Schedule 2.5 in a manner so that no costs and expenses (including, without limitation, legal fees and disbursements) will be borne by MDS or any of the other Sellers and Buyer will be solely responsible for any and all Taxes actually incurred by MDS in connection with or in any way related to the implementation of the Buyer Purchase Structure and any costs and expenses (including, without limitation, legal fees and disbursements) actually incurred by MDS or the Sellers in the event of the termination or unwinding of such steps of the Buyer Purchase Structure should Closing not occur (unless Closing does not occur as a result of the failure of MDS to satisfy any conditions precedent within its control), and the Buyer shall indemnify and reimburse MDS and the Sellers forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses; (b) without restricting the application of paragraph (a) above, MDS agrees to reasonably cooperate with Buyer in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (ia) if MDS any such Requested Changes would not reasonably be expected to have an adverse effect in any material respect on the Company or any Company Subsidiary or the holders of the Company Common Shares, the Partnership OP Units or the Company Equity Awards, including any change to the form or amount of consideration to be received by holders of the Company Common Shares, Partnership OP Units or any Company Equity Awards, (b) none of the Requested Changes shall delay or prevent the Closing, (c) any amendments required to implement the Requested Changes must be made in accordance with Section 10.3, (d) none of the Company, the Partnership or any of their Subsidiaries (including all Company Subsidiaries) shall be required to take any action in contravention of any Laws, its organizational documents or any Company Material Contract, (e) the Operators incurs implementation of any such Requested Changes shall be contingent upon the receipt by the Company of a written notice from Parent confirming that all of the conditions set forth in Article VIII, other than such conditions that are to be satisfied at the Closing and the condition set forth in Section 8.1(a), have been satisfied (or, at the option of Parent, waived) and that the Parent Parties are prepared to proceed promptly following receipt of the approvals set forth in Section 8.1(a) with the Closing and any other evidence reasonably requested by the Company that the Closing will occur, (f) the Requested Changes (or the inability to complete the Requested Changes) shall not affect or modify in any respect the obligations of the Parent Parties under this Agreement, including payment of any consideration hereunder, (g) neither the Company nor any Company Subsidiary shall be required to take any such action that could adversely affect the classification of the Company as, or its qualification for taxation as, a REIT, and (h) neither the Company nor any Company Subsidiary shall be required to take any such action that would reasonably be expected to result in an amount of Taxes that are incrementally greater or more adverse than the Taxes which would be imposed on such person in the absence of the Requested Changes being imposed on, or other adverse Tax consequences to, any shareholder or other equity interest holder of the Company or the Partnership (in such person’s capacity as a shareholder or other equity interest holder of the Company or the Partnership), unless such holders are indemnified by the Parent Parties for such incremental Taxes Taxes. Parent shall, upon request by the Company or the Partnership, reimburse the Company or the Partnership for all reasonable and documented out-of-pocket costs incurred by the Company or the Partnership in connection with any actions taken by the Company or the Partnership in accordance with this Section 2.5 (including reasonable fees and expenses of their Representatives). The Parent Parties, on a joint and several basis, hereby agree to indemnify and hold harmless the Company, the Partnership, their Subsidiaries (including all Company Subsidiaries), and their Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with or in any way related to as a result of taking such actions. Without limiting the subject matter foregoing, none of the amendmentrepresentations, warranties or covenants of the Company Parties shall be deemed to apply to, or (ii) if such amendment materially increases the risk for liability to Tax to MDS deemed breached or violated by, any of the Operators, and MDS or any of the Operators incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by MDS, acting reasonably, Buyer shall be solely responsible for any and all such Taxes. In the event of any such amendment, Buyer shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by MDS or any of the Operators in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. Buyer shall indemnify and reimburse each of MDS and the Operators forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; (c) without restricting the application of paragraph (a) above, Buyer agrees to reasonably cooperate with MDS in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if Buyer or any Designated Buyer Affiliate incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to Buyer or any Designated Buyer Affiliate, and Buyer or any Designated Buyer Affiliate incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by Buyer, acting reasonably, MDS shall be solely responsible for any and all such Taxes. In the event of any such amendment, MDS shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by Buyer or any Designated Buyer Affiliate in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. MDS shall indemnify and reimburse each of Buyer or any Designated Buyer Affiliate forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; and (d) the obligation of the Parties set forth in this Section 5.13 shall, notwithstanding any other provision of this Agreement to the contrary, survive completion or termination of this Agreement and the transactions contemplated hereby and shall continue in full force and effect for the benefit of the other Party until 60 days after the expiration of the period during which, in the absence of any waiver or other document extending such period, an assessment, reassessment or other form of recognized document assessing liability for Taxes could be issued under applicable Tax lawsRequested Changes.

Transaction Structure. Prior to the Closing, the Parties agree to co-operate Notwithstanding anything in structuring the sale of the Purchased Assets as set forth in Schedule 2.5 and, to the extent necessary, any amendments made thereto with the consent of the Parties prior to the Closing Time, subject to the following: (a) the Buyer will structure the implementation of steps 2 and 13 (the “Buyer Purchase Structure”) as set forth in Schedule 2.5 in a manner so that no costs and expenses (including, without limitation, legal fees and disbursements) will be borne by MDS or any of the other Sellers and Buyer will be solely responsible for any and all Taxes actually incurred by MDS in connection with or in any way related to the implementation of the Buyer Purchase Structure and any costs and expenses (including, without limitation, legal fees and disbursements) actually incurred by MDS or the Sellers in the event of the termination or unwinding of such steps of the Buyer Purchase Structure should Closing not occur (unless Closing does not occur as a result of the failure of MDS to satisfy any conditions precedent within its control), and the Buyer shall indemnify and reimburse MDS and the Sellers forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses; (b) without restricting the application of paragraph (a) above, MDS agrees to reasonably cooperate with Buyer in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if MDS or any of the Operators incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to MDS or any of the Operators, and MDS or any of the Operators incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by MDS, acting reasonably, Buyer shall be solely responsible for any and all such Taxes. In the event of any such amendment, Buyer shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by MDS or any of the Operators in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. Buyer shall indemnify and reimburse each of MDS and the Operators forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; (c) without restricting the application of paragraph (a) above, Buyer agrees to reasonably cooperate with MDS in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if Buyer or any Designated Buyer Affiliate incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to Buyer or any Designated Buyer Affiliate, and Buyer or any Designated Buyer Affiliate incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by Buyer, acting reasonably, MDS shall be solely responsible for any and all such Taxes. In the event of any such amendment, MDS shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by Buyer or any Designated Buyer Affiliate in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. MDS shall indemnify and reimburse each of Buyer or any Designated Buyer Affiliate forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; and (d) the obligation of the Parties set forth in this Section 5.13 shall, notwithstanding any other provision of this Agreement to the contrary, survive completion the Company Parties shall cooperate with and agree to any reasonable changes requested by Parent solely regarding the structure or termination steps of this Agreement and the transactions contemplated hereby and by this Article II (such cooperation shall continue in full force and include entering into appropriate amendments to this Agreement to reflect such reasonable changes) (the “Requested Changes”); provided that (a) any such Requested Changes would not reasonably be expected to have an adverse effect for on the benefit Company or any Company Subsidiary or the holders of the other Party until 60 days after Company Common Stock, Partnership OP Units, Series A Preferred Units or Company Equity Awards, including any change to the expiration form or amount of consideration to be received by holders of the period during whichCompany Common Stock, Partnership OP Units, Series A Preferred Units or any Company Equity Awards, (b) none of the Requested Changes shall delay or prevent the Closing, (c) any amendments required to implement the Requested Changes must be made in accordance with Section 9.5, (d) none of the Company, the Partnership or any of their Subsidiaries (including all Company Subsidiaries) shall be required to take any action in contravention of any Laws, its organizational documents or any Company Material Contract, (e) the implementation of any such Requested Changes shall be contingent upon the receipt by the Company of a written notice from Parent confirming that all of the conditions set forth in Article VIII, other than such conditions that are to be satisfied at the Closing and the condition set forth in Section 8.1(a), have been satisfied (or, at the option of Parent, waived) and that the Parent Parties are prepared to proceed promptly following receipt of the approvals set forth in Section 8.1(a) with the Closing and any other evidence reasonably requested by the Company that the Closing will occur, (f) the Requested Changes (or the inability to complete the Requested Changes) shall not affect or modify in any respect the obligations of the Parent Parties under this Agreement, including payment of any consideration hereunder, (g) neither the Company nor any Company Subsidiary shall be required to take any such action that could adversely affect the classification of the Company as, or its qualification for taxation as, a REIT, and (h) neither the Company nor any Company Subsidiary shall be required to take any such action that would reasonably be expected to result in an amount of Taxes that are incrementally greater or more adverse than the Taxes which would be imposed on such person in the absence of any waiver the Requested Changes being imposed on, or other document extending such periodadverse Tax consequences to, an assessment, reassessment any stockholder or other form equity interest holder of recognized document assessing liability the Company or the Partnership (in such person’s capacity as a stockholder or other equity interest holder of the Company or the Partnership), unless such holders are indemnified by the Parent Parties for Taxes could such incremental Taxes. Parent shall, upon request by the Company or the Partnership, advance to the Company or the Partnership all reasonable out-of-pocket costs to be issued under applicable Tax laws.incurred by the Company or the Partnership or, promptly upon request by the Company or the Partnership, reimburse the Company or the Partnership for all reasonable out-of-pocket costs incurred by the Company or the Partnership in connection with any actions taken by the Company or the Partnership in accordance with this Section 2.5 (including reasonable fees and expenses of their Representatives). The Parent Parties, on a joint and several basis, hereby agree to indemnify and hold harmless the Company, the Partnership, their Subsidiaries (including all Company Subsidiaries), and their Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with or as a result of taking such actions. Without limiting the foregoing, none of the representations, warranties or covenants of the Company Parties shall be deemed to apply to, or deemed breached or violated by, any of the Requested Changes. ARTICLE III

Transaction Structure. Prior to the BC Closing, the Parties agree to co-operate in structuring the sale of the Purchased Assets as set forth in Schedule 2.5 and, to the extent necessary, any amendments made thereto with the consent of the Parties prior to the BC Closing Time, subject to the following: (a) the Buyer will structure the implementation of steps 2 and 13 (the “Buyer Purchase Structure”) as set forth in Schedule 2.5 in a manner so that no costs and expenses (including, without limitation, legal fees and disbursements) will be borne by MDS or any of the other Sellers and Buyer will shall be solely responsible for any and all Taxes actually incurred by MDS in connection with or in any way related to the implementation of the Buyer Purchase Structure and any costs and expenses (including, without limitation, legal fees and disbursements) actually incurred by MDS up to a maximum of $125,000and any and all Taxes, costs and expenses (including, without limitation, legal fees and disbursements) actually incurred by the Operators in connection with or in any way related to the Sellers implementation of closing steps 1, 11 and 12(“Buyer Purchase Structure”) as set forth in the event of Schedule 2.5 or the termination or unwinding of such steps of the Buyer Purchase Structure should the BC Closing not occur (unless Closing does not occur as a result of the failure of MDS to satisfy any conditions precedent within its reasonable control), and the Buyer shall indemnify and reimburse MDS and the Sellers Operators forthwith, on an as incurred basis, for any and all such Taxes, costs and expensesexpenses up to such maximum amount (and in the case of any Operators, all Taxes) so incurred; (b) without restricting the application of paragraph (a) above, MDS agrees to reasonably cooperate with Buyer in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if MDS or any of the Operators incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, amendment or (ii) if such amendment materially increases the risk for liability to Tax to MDS or any of the Operators, and MDS or any of the Operators incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by MDS, acting reasonably, Buyer shall be solely responsible for any and all such Taxes. In the event of any such amendment, Buyer shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by MDS or any of the Operators in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. Buyer shall indemnify and reimburse each of MDS and the Operators forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; (c) without restricting the application of paragraph (a) above, Buyer agrees to reasonably cooperate with MDS in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if Buyer or any Designated Buyer Affiliate incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, amendment or (ii) if such amendment materially increases the risk for liability to Tax to Buyer or any Designated Buyer Affiliate, and Buyer or any Designated Buyer Affiliate incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by Buyer, acting reasonably, MDS shall be solely responsible for any and all such Taxes. In the event of any such amendment, MDS shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by Buyer or any Designated Buyer Affiliate in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. MDS shall indemnify and reimburse each of Buyer or any Designated Buyer Affiliate forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; and (d) the obligation obligations of the Parties set forth in this Section 5.13 5.7 shall, notwithstanding any other provision of this Agreement to the contrary, survive completion or termination of this Agreement and the transactions contemplated hereby and shall continue in full force and effect for the benefit of the other Party until 60 days after the expiration of the period during which, in the absence of any waiver or other document extending such period, an assessment, reassessment or other form of recognized document assessing liability for Taxes could be issued under applicable Tax laws.

Transaction Structure. Prior Pursuant to the Closingand in accordance with this Section 2.09 and Section 5.14, the Parties agree Buyer agrees to co-operate in structuring consummate the sale transactions contemplated by this Agreement by acquiring all of the Purchased Assets as newly issued shares of Reorganized RentPath (the “Reorganized Equity”) free and clear of all Liens pursuant to and in accordance with the terms and conditions set forth in Schedule 2.5 andthe Plan and the Confirmation Order (the “Stock Transaction”), as specifically set forth in Exhibit E, instead of directly effectuating the sales, transfers, assignments, conveyances, deliveries and assumptions set forth in Sections 2.01 and 2.02; provided, the Buyer shall acquire the Reorganized Equity free and clear of all Liens, only after (x) all of the existing equity, all rights to equity and all rights to acquire equity of the Company are cancelled, (y) the discharge, release and/or exculpation (and injunction) of all Excluded Liabilities and Liens (other than Permitted Liens) on the Acquired Assets pursuant to the extent necessaryPlan and Confirmation Order and (z) the transfer, any amendments made thereto with assumption and assignment of all Excluded Assets (including the consent equity in Subsidiaries of the Parties Company and any other equity interests held by the Company in other Persons) and Excluded Liabilities to the Wind Down Co., as provided in the Plan and Confirmation Order, such that immediately prior to the Closing TimeBuyer acquiring the Reorganized Equity, subject to the following: (a) only assets and liabilities held by Reorganized RentPath shall be the Buyer will structure Acquired Assets and Assumed Liabilities. The consideration payable by the implementation of steps 2 and 13 (the “Buyer Purchase Structure”) as set forth in Schedule 2.5 in a manner so that no costs and expenses (including, without limitation, legal fees and disbursements) will be borne by MDS or any of the other Sellers and Buyer will be solely responsible for any and all Taxes actually incurred by MDS in connection with or in any way related to the implementation of the Buyer Purchase Structure and any costs and expenses (including, without limitation, legal fees and disbursements) actually incurred by MDS or the Sellers in the event of the termination or unwinding of such steps of the Buyer Purchase Structure should Closing not occur (unless Closing does not occur as a result of the failure of MDS to satisfy any conditions precedent within its control), and the Buyer shall indemnify and reimburse MDS and the Sellers forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses; (b) without restricting the application of paragraph (a) above, MDS agrees to reasonably cooperate with Buyer in respect of any required the Stock Transaction shall be the Purchase Price, and for the avoidance of doubt, all cash consideration paid by the Buyer to satisfy the Purchase Price under this Section 2.09 shall be paid to an account designated by the Sellers or desired amendment to Schedule 2.5 following the date of this Agreement; providedWind Down Co., however, that (i) if MDS or any as applicable. All of the Operators incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to MDS or any of the Operators, and MDS or any of the Operators incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by MDS, acting reasonably, Buyer shall be solely responsible for any and all such Taxes. In the event of any such amendment, Buyer shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by MDS or any of the Operators in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. Buyer shall indemnify and reimburse each of MDS and the Operators forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; (c) without restricting the application of paragraph (a) above, Buyer agrees to reasonably cooperate with MDS in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if Buyer or any Designated Buyer Affiliate incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to Buyer or any Designated Buyer Affiliate, and Buyer or any Designated Buyer Affiliate incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by Buyer, acting reasonably, MDS shall be solely responsible for any and all such Taxes. In the event of any such amendment, MDS shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by Buyer or any Designated Buyer Affiliate in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. MDS shall indemnify and reimburse each of Buyer or any Designated Buyer Affiliate forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; and (d) the obligation of the Parties terms set forth in this Section 5.13 shall, notwithstanding any other provision of this Agreement shall be applicable and fully enforceable with respect to the contrary, survive completion or termination of this Agreement and such Stock Transaction in a manner that gives effect to the transactions contemplated hereby and shall continue in full force and effect for the benefit of the other Party until 60 days after the expiration of the period during which, in the absence of any waiver or other document extending such period, an assessment, reassessment or other form of recognized document assessing liability for Taxes could be issued under applicable Tax lawsby this Section 2.09.

Transaction Structure. Prior to During the Closingfifteen (15) day period following the date hereof, the Seller Parties agree to co-operate consider and negotiate reasonably and in structuring the sale good faith all reasonable proposals of the Purchased Assets as Buyers to modify the Contemplated Transactions, the Restructuring and/or the other transactions contemplated hereby to the extent such proposals are reasonably intended to provide more favorable tax, financing, cash management, governance or reporting conditions or to otherwise provide a material benefit to the Buyers and/or the Acquired Companies. The Seller Parties shall not unreasonably withhold, delay or condition any consent to any modification of this Agreement necessary to effect any such proposal if such proposal does not directly or indirectly (A) (x) reduce the Seller Parties’ after tax realization of the Aggregate Purchase Price, or (y) increase the costs of or impose any obligations or liabilities on any Seller Party, unless the Buyers compensate the Seller Parties for all such Losses and/or costs and fully indemnify the Seller Parties for such obligations or liabilities, (B) cause (in the reasonable determination of the Parent in good faith) the Closing to occur any time after the date set forth in Schedule 2.5 andSection 8.1(b), or (C) cause the Seller Parties to the extent necessarybe in breach of or default under any representation, any amendments made thereto with the consent of the Parties prior to the Closing Timewarranty, subject to the following: (a) the Buyer will structure the implementation of steps 2 and 13 (the “Buyer Purchase Structure”) as set forth or covenant contained in Schedule 2.5 in a manner so that no costs and expenses (including, without limitation, legal fees and disbursements) will be borne by MDS this Agreement or any of the other Sellers Ancillary Agreements, unless the Buyers irrevocably waive any such breach or default and Buyer will be solely responsible agree to indemnify the Seller Parties and the Acquired Companies for any and all Taxes actually incurred by MDS in connection with Third Party Claim directly or in any way related to the implementation of the Buyer Purchase Structure and any costs and expenses (including, without limitation, legal fees and disbursements) actually incurred by MDS or the Sellers in the event of the termination or unwinding of such steps of the Buyer Purchase Structure should Closing not occur (unless Closing does not occur as a result of the failure of MDS to satisfy any conditions precedent within its control), and the Buyer shall indemnify and reimburse MDS and the Sellers forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses; (b) without restricting the application of paragraph (a) above, MDS agrees to reasonably cooperate with Buyer in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if MDS or any of the Operators incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to MDS or any of the Operators, and MDS or any of the Operators incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by MDS, acting reasonably, Buyer shall be solely responsible for any and all such Taxes. In the event of any such amendment, Buyer shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by MDS or any of the Operators in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. Buyer shall indemnify and reimburse each of MDS and the Operators forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; (c) without restricting the application of paragraph (a) above, Buyer agrees to reasonably cooperate with MDS in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if Buyer or any Designated Buyer Affiliate incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to Buyer or any Designated Buyer Affiliate, and Buyer or any Designated Buyer Affiliate incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by Buyer, acting reasonably, MDS shall be solely responsible for any and all such Taxes. In the event of any such amendment, MDS shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by Buyer or any Designated Buyer Affiliate in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. MDS shall indemnify and reimburse each of Buyer or any Designated Buyer Affiliate forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; and (d) the obligation of the Parties set forth in this Section 5.13 shall, notwithstanding any other provision of this Agreement to the contrary, survive completion or termination of this Agreement and the transactions contemplated hereby and shall continue in full force and effect for the benefit of the other Party until 60 days after the expiration of the period during which, in the absence of any waiver or other document extending such period, an assessment, reassessment or other form of recognized document assessing liability for Taxes could be issued under applicable Tax lawsindirectly caused therefrom.

Transaction Structure. Prior to In the Closing, event that (i) the Parties agree to co-operate in structuring the sale of the Purchased Assets as consent set forth in Schedule 2.5 and, 4(a)(iv) is not reasonably expected to the extent necessary, be obtained (and in any amendments made thereto with the event if such consent of the Parties has not been obtained within five (5) business days prior to the scheduled Closing Time, subject to the following: (a) the Buyer will structure the implementation of steps 2 and 13 (the “Buyer Purchase Structure”) as Date set forth in Schedule 2.5 in a manner so that no costs and expenses (including, without limitation, legal fees and disbursementsSection 3(a)) will be borne by MDS or any of the other Sellers and Buyer will be solely responsible for any and all Taxes actually incurred by MDS has not waived the condition set forth in connection with or in any way related to the implementation of the Buyer Purchase Structure and any costs and expenses (including, without limitation, legal fees and disbursements) actually incurred by MDS or the Sellers in the event of the termination or unwinding of such steps of the Buyer Purchase Structure should Closing not occur (unless Closing does not occur as a result of the failure of MDS to satisfy any conditions precedent within its control), and the Buyer shall indemnify and reimburse MDS and the Sellers forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses; (b) without restricting the application of paragraph (a) above, MDS agrees to reasonably cooperate with Buyer in respect of any required or desired amendment to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if MDS or any of the Operators incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to MDS or any of the Operators, and MDS or any of the Operators incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (iSection 4(a)(iv) and (ii) Seller and Buyer are not able to reach an agreement on the terms of the Alternative Agreement despite the use of commercially reasonable best efforts and good faith in the negotiation thereof as determined required by MDS, acting reasonablySection 9(a)(iv), Buyer shall be solely responsible for any and all such Taxes. In the event of any such amendment, Buyer shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by MDS or any of the Operators in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. Buyer shall indemnify and reimburse each of MDS and the Operators forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; (c) without restricting the application of paragraph (a) above, Buyer agrees to reasonably cooperate with MDS in respect of any required or desired amendment Seller, at Seller’s request, to Schedule 2.5 following the date of this Agreement; provided, however, that (i) if Buyer or any Designated Buyer Affiliate incurs incremental Taxes in connection with or in any way related to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to Buyer or any Designated Buyer Affiliate, amend and Buyer or any Designated Buyer Affiliate incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by Buyer, acting reasonably, MDS shall be solely responsible for any and all such Taxes. In the event of any such amendment, MDS shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by Buyer or any Designated Buyer Affiliate in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. MDS shall indemnify and reimburse each of Buyer or any Designated Buyer Affiliate forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; and (d) the obligation of the Parties set forth in this Section 5.13 shall, notwithstanding any other provision of this Agreement to the contrary, survive completion or termination of modify this Agreement and the transactions other agreements contemplated hereby hereby, in such manner as reasonably requested by Seller to implement an alternative structure for the transfer of the Business to Buyer from that contemplated in this Agreement provided such amended Agreement shall contain the provisions (“Required Provisions”) set forth below in form reasonably satisfactory to Seller (or Alternative Seller, as defined below) and Buyer. Without limiting the generality of the foregoing, the alternative structure may take the form of (1) a sale of stock of Seller by the stockholders of Seller (the “338(h)(10) Alternative”), (2) a sale of stock of Seller (which, under this alternative, would elect to be treated as a qualified subchapter S subsidiary within the meaning of Code Section 1361 prior to the Closing Date) by a new entity (“Alternative Seller”) treated as an S corporation for federal income tax purposes and formed for the purpose of holding the capital stock of Seller (the “QSSS Alternative”), or (3) a sale of the equity interests of a limited liability company (the “Successor”) that is a successor (by merger or conversion) of Seller that does not elect to be treated as a corporation for federal income Tax purposes (the “Successor Alternative”). The Required Provisions shall (A) provide for the purchase and sale of the shares of capital stock of Seller (or equity interests in the Successor, if applicable) in lieu of the Assets, (B) require the filing of an election under Code Section 338(h)(10), and any corresponding election under state, local, and foreign Tax law with respect to the purchase of the shares of capital stock of Seller if the 338(h)(10) Alternative is selected, and (C) provide for the transfer of any Excluded Assets to the Seller’s assignee or assignees and the assumption by the Alternative Seller of any Excluded Liabilities. The alternative structure shall be selected by Buyer and shall continue in full force and effect for be reasonably acceptable to the benefit of Seller, provided that the other Party until 60 days after parties hereto agree the expiration of the period during which, Successor Alternative shall be reasonably acceptable to Seller in the absence event that no change in any Tax law that would reasonably be expected to have a material adverse impact on the Tax consequences to Seller or Alternative Seller (or their respective stockholders or equityholders, as applicable) of any waiver such alternative occurs on or other document extending before the Closing Date. Notwithstanding anything to the contrary in this Section 9(j), Buyer need not accept an alternative structure unless such period, an assessment, reassessment alternative structure delivers substantially the same economic result (including asset step-up basis for tax purposes) and would not have a material adverse effect on Buyer or other form of recognized document assessing liability for Taxes could be issued under applicable Tax lawsits Affiliates.

Transaction Structure. Prior Pursuant to the Closingand in accordance with this Section 2.08 and Section 5.13, the Parties agree to co-operate in structuring Buyer will consummate the sale transactions contemplated by this Agreement by acquiring all of the Purchased Assets as newly issued shares of Reorganized RentPath (the “Reorganized Equity”) free and clear of all Liens, Claims and interests (other than Permitted Liens) pursuant to and in accordance with the terms and conditions set forth in Schedule 2.5 and, to the extent necessary, any amendments made thereto with Plan and the consent of the Parties prior to the Closing Time, subject to the following: (a) the Buyer will structure the implementation of steps 2 and 13 Confirmation Order (the “Buyer Purchase StructureStock Transaction”) ), as specifically set forth in Schedule 2.5 Exhibit F, instead of directly effectuating the sales, transfers, assignments, conveyances, deliveries and assumptions set forth in a manner so that no costs Section 2.01 and expenses (including, without limitation, legal fees and disbursements) will be borne by MDS or any of the other Sellers and Buyer will be solely responsible for any and all Taxes actually incurred by MDS in connection with or in any way related to the implementation of the Buyer Purchase Structure and any costs and expenses (including, without limitation, legal fees and disbursements) actually incurred by MDS or the Sellers in the event of the termination or unwinding of such steps of the Buyer Purchase Structure should Closing not occur (unless Closing does not occur as a result of the failure of MDS to satisfy any conditions precedent within its control), and the Buyer shall indemnify and reimburse MDS and the Sellers forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses; (b) without restricting the application of paragraph (a) above, MDS agrees to reasonably cooperate with Buyer in respect of any required or desired amendment to Schedule 2.5 following the date of this AgreementSection 2.02; provided, however, that the Buyer shall acquire the Reorganized Equity free and clear of all Liens, Claims and interests (iother than Permitted Liens) if MDS or any only after (a) all of the Operators incurs incremental Taxes in connection with or in any way related existing equity, all rights to equity and all rights to acquire equity of the Company are cancelled, (b) the discharge, release and/or exculpation (and injunction) of all Excluded Liabilities and Liens (other than Permitted Liens) on the Acquired Assets pursuant to the subject matter of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to MDS or any of the OperatorsPlan and Confirmation Order, and MDS or any of the Operators incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by MDS, acting reasonably, Buyer shall be solely responsible for any and all such Taxes. In the event of any such amendment, Buyer shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by MDS or any of the Operators in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. Buyer shall indemnify and reimburse each of MDS and the Operators forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; (c) without restricting the application transfer, assumption and assignment of paragraph all Excluded Assets (aincluding the equity in Subsidiaries of the Company and any other equity interests held by the Company in other Persons) aboveand Excluded Liabilities to Wind Down Co., as provided in the Plan and Confirmation Order, such that immediately prior to the Buyer agrees to reasonably cooperate with MDS acquiring the Reorganized Equity, the only assets and liabilities held by Reorganized RentPath shall be the Acquired Assets and Assumed Liabilities. The consideration payable by the Buyer in respect of any the Stock Transaction shall be the Purchase Price, and for the avoidance of doubt, all cash consideration paid by the Buyer to satisfy the Purchase Price under this Agreement shall be paid to an account designated by the Sellers or Wind Down Co., as applicable. Wind Down Co. shall take all steps required or desired amendment to Schedule 2.5 following by the date of this Agreement; provided, however, that (i) if Buyer or any Designated Buyer Affiliate incurs incremental Taxes in connection Plan and Confirmation Order with or in any way related respect to the subject matter Excluded Liabilities pursuant to and in accordance with the Plan and the Confirmation Order. All of the amendment, or (ii) if such amendment materially increases the risk for liability to Tax to Buyer or any Designated Buyer Affiliate, and Buyer or any Designated Buyer Affiliate incurs Taxes in connection with or in any way related to the subject matter of such amendment, in both (i) and (ii) as determined by Buyer, acting reasonably, MDS shall be solely responsible for any and all such Taxes. In the event of any such amendment, MDS shall be responsible for all costs and expenses (including, without limitation, all legal fees and disbursements) actually incurred by Buyer or any Designated Buyer Affiliate in connection with or in any way related to implementation of the subject matter of any such amendment to Schedule 2.5. MDS shall indemnify and reimburse each of Buyer or any Designated Buyer Affiliate forthwith, on an as incurred basis, for any and all such Taxes, costs and expenses so incurred; and (d) the obligation of the Parties terms set forth in this Section 5.13 shall, notwithstanding any other provision of this Agreement shall be applicable and fully enforceable with respect to the contrary, survive completion or termination of this Agreement and such Stock Transaction in a manner that gives effect to the transactions contemplated hereby and shall continue in full force and effect for the benefit of the other Party until 60 days after the expiration of the period during which, in the absence of any waiver or other document extending such period, an assessment, reassessment or other form of recognized document assessing liability for Taxes could be issued under applicable Tax lawsby this Section 2.08.