Common use of Subsequent Restructuring Clause in Contracts

Subsequent Restructuring. Immediately after the Asset Sale and the Stock Issuance, NewCo will transfer the Purchased Assets and assign the Assumed Liabilities to the Surviving Corporation, and the Surviving Corporation will accept the Purchased Assets and will assume and agrees 1 Escrow Agreement to provide for release of Stock Holdback Shares in three equal installments, on each date that is 6, 12 and 18 months following the Closing Date, to the extent not offsetable against any pending or previously satisfied indemnification claims. Escrow Agreement will not provide for any true-up or other payment of tax obligations of Seller or its Affiliates. to pay and discharge the Assumed Liabilities, all solely in exchange for additional stock of the Surviving Corporation (collectively, the “Contribution”). For U.S. federal income tax purposes, it is intended that the Contribution shall (1) qualify as an exchange described in Section 351 of the Code and (2) for purposes of Section 351 of the Code, be a separate exchange described in Section 351 of the Code from and subsequent to the exchanges of the Company Capital Stock, the Purchased Assets and the Assumed Liabilities for NewCo Capital Stock pursuant to the Merger, the Asset Sale and the Stock Issuance, taken together, to qualify as an exchange described in Section 351 of the Code.