Common use of Transaction Structure Clause in Contracts

Transaction Structure. Pursuant to and in accordance with this Section 2.08 and Section 5.13, the Buyer will consummate the transactions contemplated by this Agreement by acquiring all of the 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 the Plan and the Confirmation Order (the “Stock Transaction”), as specifically set forth in Exhibit F, instead of directly effectuating the sales, transfers, assignments, conveyances, deliveries and assumptions set forth in Section 2.01 and Section 2.02; provided, however, that the Buyer shall acquire the Reorganized Equity free and clear of all Liens, Claims and interests (other than Permitted Liens) only after (a) all of the 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 Plan and Confirmation Order, and (c) the transfer, assumption and assignment of all Excluded Assets (including the equity in Subsidiaries of the Company and any other equity interests held by the Company in other Persons) and Excluded Liabilities to Wind Down Co., as provided in the Plan and Confirmation Order, such that immediately prior to the Buyer 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 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 by the Plan and Confirmation Order with respect to the Excluded Liabilities pursuant to and in accordance with the Plan and the Confirmation Order. All of the terms set forth in this Agreement shall be applicable and fully enforceable with respect to such Stock Transaction in a manner that gives effect to the transactions contemplated by this Section 2.08.

Transaction Structure. Pursuant A Third Party buyer (the “Outlet Buyer”) will acquire the Outlet Segment pursuant to and in accordance with this Section 2.08 and Section 5.13, the an Outlet Purchase Agreement. The Outlet Buyer will consummate the transactions contemplated by this Agreement by acquiring (i) acquire all of the newly issued shares equity of Reorganized RentPath (the “Reorganized Equity”) free Sears Outlet Stores, LLC and clear of all LiensOutlet Merchandising, Claims LLC and interests (other than Permitted Liens) pursuant to and in accordance with the terms and conditions set forth in the Plan and the Confirmation Order (the “Stock Transaction”), as specifically set forth in Exhibit F, instead of directly effectuating the sales, transfers, assignments, conveyances, deliveries and assumptions set forth in Section 2.01 and Section 2.02; provided, however, that the Buyer shall acquire the Reorganized Equity free and clear of all Liens, Claims and interests (other than Permitted Liens) only after (a) any or all of the existing equity, all rights to equity and all rights to acquire equity of other Outlet Segment assets specified on Annex V as agreed between the Company are cancelledand the Outlet Buyer (together, (bthe “Outlet Assets”) 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 Plan and Confirmation Order, and (cii) the transferassume and agree to pay, assumption perform and assignment of discharge all Excluded Assets (including the equity in Subsidiaries liabilities and obligations of the Company and any other equity interests held by its Subsidiaries primarily arising out of or relating to the Outlet Segment (together, the “Outlet Liabilities”) without further recourse to the Company or any of its Subsidiaries (other than in other Personsconnection with (x) the Transition Assistance described in Item 5 below, (y) the Post-Closing Obligations described in Item 8 below and Excluded (z) a customary post-closing mechanism to true-up actual closing Net Working Capital to the amount estimated for purposes of calculating the closing payment as further described in Item 2 below). For the avoidance of doubt, the Outlet Buyer shall assume all of the Outlet Liabilities upon the closing of the Outlet Sale (the “Outlet Sale Closing”), whether or not the Outlet Assets associated with such Outlet Liabilities are transferred to Wind Down Co.the Outlet Buyer. For example, as provided the Outlet Liabilities shall include the liabilities and obligations of the Company and its Subsidiaries under any Real Property Lease primarily used or held for use in the Plan and Confirmation Order, such that immediately prior to the Buyer 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 conduct of the Stock Transaction shall be Outlet Segment, whether or not the Purchase PriceCompany and the Outlet Buyer determine to include such lease as an Outlet Asset. Any cash (but, and for the avoidance of doubt, all not cash consideration paid equivalents, including credit card receivables that are eligible to be pledged as collateral under the Credit Agreements) held by the Buyer to satisfy the Purchase Price under this Agreement Sears Outlet Stores, LLC or Outlet Merchandising, LLC shall be paid to an account designated by the Sellers or Wind Down Co., as applicable. Wind Down Co. shall take all steps required by the Plan and Confirmation Order with respect distributed to the Excluded Liabilities pursuant to and in accordance with the Plan and the Confirmation Order. All of the terms set forth in this Agreement shall be applicable and fully enforceable with respect to such Stock Transaction in a manner that gives effect Company prior to the transactions contemplated by this Section 2.08Outlet Sale Closing, other than cash held in stores in the ordinary course of business.

Transaction Structure. Pursuant to and in accordance with this Section 2.08 2.09 and Section 5.135.14, the Buyer will agrees to consummate the transactions contemplated by this Agreement by acquiring all of the newly issued shares of Reorganized RentPath (the “Reorganized Equity”) free and clear of all Liens, Claims and interests (other than Permitted Liens) Liens pursuant to and in accordance with the terms and conditions set forth in the Plan and the Confirmation Order (the “Stock Transaction”), as specifically set forth in Exhibit FE, instead of directly effectuating the sales, transfers, assignments, conveyances, deliveries and assumptions set forth in Section Sections 2.01 and Section 2.02; provided, however, that the Buyer shall acquire the Reorganized Equity free and clear of all Liens, Claims and interests (other than Permitted Liens) only after (ax) all of the existing equity, all rights to equity and all rights to acquire equity of the Company are cancelled, (by) 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 Plan and Confirmation Order, Order and (cz) the transfer, assumption and assignment of all Excluded Assets (including the equity in Subsidiaries of the 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 Buyer 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 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 Section 2.09 shall be paid to an account designated by the Sellers or Wind Down Co., as applicable. Wind Down Co. shall take all steps required by the Plan and Confirmation Order with respect to the Excluded Liabilities pursuant to and in accordance with the Plan and the Confirmation Order. All of the terms set forth in this Agreement shall be applicable and fully enforceable with respect to such Stock Transaction in a manner that gives effect to the transactions contemplated by this Section 2.082.09.

Transaction Structure. Pursuant to and in accordance with this Section 2.08 and Section 5.13, In the Buyer will consummate event that (i) the transactions contemplated by this Agreement by acquiring all of the 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 consent set forth in Schedule 4(a)(iv) is not reasonably expected to be obtained (and in any event if such consent has not been obtained within five (5) business days prior to the Plan and the Confirmation Order (the “Stock Transaction”), as specifically set forth in Exhibit F, instead of directly effectuating the sales, transfers, assignments, conveyances, deliveries and assumptions scheduled Closing Date set forth in Section 2.01 3(a)) and Buyer has not waived the condition set forth in Section 2.02; provided4(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 required by Section 9(a)(iv), however, that the Buyer shall acquire cooperate with Seller, at Seller’s request, to amend and modify this Agreement and the Reorganized Equity free and clear of all Liensother agreements contemplated hereby, Claims and interests (other than Permitted Liens) only after (a) all in such manner as reasonably requested by Seller to implement an alternative structure for the transfer of the existing equityBusiness 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, all rights to equity as defined below) and all rights to acquire equity Buyer. Without limiting the generality of the Company are cancelledforegoing, 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”), (b2) a sale of stock of Seller (which, under this alternative, would elect to be treated as a qualified subchapter S subsidiary within the discharge, release and/or exculpation (and injunction) meaning of all Excluded Liabilities and Liens (other than Permitted Liens) on the Acquired Assets pursuant to the Plan and Confirmation Order, and (c) the transfer, assumption and assignment of all Excluded Assets (including the equity in Subsidiaries of the Company and any other equity interests held by the Company in other Persons) and Excluded Liabilities to Wind Down Co., as provided in the Plan and Confirmation Order, such that immediately Code Section 1361 prior to the Buyer acquiring Closing Date) by a new entity (“Alternative Seller”) treated as an S corporation for federal income tax purposes and formed for the Reorganized Equitypurpose of holding the capital stock of Seller (the “QSSS Alternative”), or (3) a sale of the only assets and liabilities held equity interests of a limited liability company (the “Successor”) that is a successor (by Reorganized RentPath shall merger or conversion) of Seller that does not elect to be treated as a corporation for federal income Tax purposes (the Acquired Assets and Assumed Liabilities“Successor Alternative”). The consideration payable by Required Provisions shall (A) provide for the Buyer in respect purchase and sale of the Stock Transaction shall be shares of capital stock of Seller (or equity interests in the Purchase PriceSuccessor, if applicable) in lieu of the Assets, (B) require the filing of an election under Code Section 338(h)(10), and for the avoidance of doubtany corresponding election under state, 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.local, as applicable. Wind Down Co. shall take all steps required by the Plan and Confirmation Order 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 Liabilities pursuant Assets to and in accordance with the Plan Seller’s assignee or assignees and the Confirmation Orderassumption by the Alternative Seller of any Excluded Liabilities. All The alternative structure shall be selected by Buyer and shall be reasonably acceptable to the Seller, provided that the parties hereto agree the Successor Alternative shall be reasonably acceptable to Seller in the 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 such alternative occurs on or before the terms set forth Closing Date. Notwithstanding anything to the contrary in this Agreement shall be applicable Section 9(j), Buyer need not accept an alternative structure unless such alternative structure delivers substantially the same economic result (including asset step-up basis for tax purposes) and fully enforceable with respect to such Stock Transaction in would not have a manner that gives material adverse effect to the transactions contemplated by this Section 2.08on Buyer or its Affiliates.