Common use of Transaction Structure Clause in Contracts

Transaction Structure. Pursuant to and in accordance with this Section 2.09 and Section 5.14, the Buyer 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 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 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 Plan and Confirmation Order and (z) 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 Section 2.09 shall be paid to an account designated by the Sellers or Wind Down Co., as applicable. 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 2.09.

Transaction Structure. Pursuant A Third Party buyer (the “Outlet Buyer”) will acquire the Outlet Segment pursuant to and in accordance with this Section 2.09 and Section 5.14, the an Outlet Purchase Agreement. The Outlet Buyer agrees to consummate the transactions contemplated by this Agreement by acquiring will (i) acquire all of the newly issued shares equity of Reorganized RentPath Sears Outlet Stores, LLC and Outlet Merchandising, LLC and any or all of the other Outlet Segment assets specified on Annex V as agreed between the Company and the Outlet Buyer (together, the “Reorganized EquityOutlet Assets”) free and clear (ii) assume and agree to pay, perform and discharge all liabilities and obligations of all Liens pursuant the Company and its Subsidiaries primarily arising out of or relating to and in accordance with the terms and conditions set forth in the Plan and the Confirmation Order Outlet Segment (together, the “Stock TransactionOutlet Liabilities”), as specifically set forth ) without further recourse to the Company or any of its Subsidiaries (other than 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 connection with (x) all of the existing equity, all rights to equity and all rights to acquire equity of the Company are cancelledTransition Assistance described in Item 5 below, (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 Plan and Confirmation Order Post-Closing Obligations described in Item 8 below and (z) a customary post-closing mechanism to true-up actual closing Net Working Capital to the transferamount estimated for purposes of calculating the closing payment as further described in Item 2 below). For the avoidance of doubt, assumption 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 the Outlet Buyer. For example, the Outlet Liabilities shall include the liabilities and assignment of all Excluded Assets (including the equity in Subsidiaries obligations of the Company and its Subsidiaries under any other equity interests Real Property Lease primarily used or held by for use in the conduct of the Outlet Segment, whether or not the Company in other Persons) and Excluded Liabilities the Outlet Buyer determine to the Wind Down Co.include such lease as an Outlet Asset. Any cash (but, 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 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 Section 2.09 Sears Outlet Stores, LLC or Outlet Merchandising, LLC shall be paid to an account designated by the Sellers or Wind Down Co., as applicable. 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 distributed to the transactions contemplated by this Section 2.09Company prior to the Outlet Sale Closing, other than cash held in stores in the ordinary course of business.

Transaction Structure. Pursuant to and in accordance with this Section 2.09 2.08 and Section 5.145.13, the Buyer agrees to 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 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 EF, instead of directly effectuating the sales, transfers, assignments, conveyances, deliveries and assumptions set forth in Sections 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 (xa) all of the existing equity, all rights to equity and all rights to acquire equity of the Company are cancelled, (yb) 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 (zc) 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 Section 2.09 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 2.092.08.