Alternative Structure; Section 363 Sale Sample Clauses

Alternative Structure; Section 363 Sale. (a) In the event that Shares cannot be sold, transferred, assigned or conveyed by Seller to Purchaser on or before the Expiration Time in the manner and under the terms contemplated in this Agreement (including with the Shares being sold to Purchaser free and clear of any Liens), or in the event that such sale would be impossible or impracticable, with the use of commercially reasonable efforts, to be accomplished in such manner and terms on or before the Expiration Time, then at Purchaser’s written request, which Purchaser may exercise or not in its sole and absolute discretion, the parties will cooperate in good faith to revise the structure of the transaction into an asset purchase transaction or other alternative form of transaction as may be requested by Purchaser (in each case, an “Alternative Structure Transaction”); provided, that, any such Alternative Structure Transaction shall be designed to mirror the economic and substantive elements of this Agreement and not alter in any material respect the substantive effect of the allocation of risks and benefits to the parties under this Agreement, including not (i) increasing or decreasing in any material respect the Assets to be purchased, or the Included Liabilities to be assumed, by Purchaser, or the Excluded Liabilities or Excluded Assets to be retained by Seller, or the Purchase Price, (ii) increasing the breadth or scope of the representations, warranties or covenants of the parties (other than non-material changes to reflect the revised form of the transaction), (iii) increasing the aggregate amount of Tax liabilities to be borne by any of the parties beyond that contemplated in this Agreement, or (iv) increasing the indemnification obligations of any party hereto. In the event the transaction is restructured as contemplated by this paragraph, the parties shall negotiate consistent with the foregoing the new form of acquisition agreement for the Alternative Structure Transaction. In the event the new form of transaction/acquisition agreement requires changes to the disclosure schedule of any of the parties hereto, such disclosure schedule shall be updated and any change from the original disclosure schedule delivered by a party that is solely attributable to the new form of the transaction or the new acquisition agreement shall be deemed to qualify ab initio the original disclosure schedule delivered by that party hereunder. (b) In the event that Seller and/or Company files a voluntary petition fo...
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Related to Alternative Structure; Section 363 Sale

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