Alternative Structuring Sample Clauses

Alternative Structuring. 3.4.1 Notwithstanding the foregoing provisions of Section 3.3, Buyer and Seller acknowledge that Buyer has agreed, at Seller’s request, to attempt to accommodate (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Investor LLC, a Delaware limited liability company (the “899 Continuing Partner”), which is a partner in the 899 Seller as of the Effective Date of this Agreement, and (ii) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Investor LLC, a Delaware limited liability company (the “999 Continuing Partner”), which is a partner in the 999 Seller as of the Effective Date of this Agreement, by (1) permitting the 899 Continuing Partner, through a Continuing Partner Accommodation Entity (as defined below), to continue as a tax member within the ownership of the 899 Property following the Closing, and (2) permitting the 999 Continuing Partner, through a Continuing Partner Accommodation Entity, to continue as a tax member within the ownership of the 999 Property following the Closing. In order to effectuate such accommodation, but subject to reaching agreement with the Continuing Partners (defined below) on the Definitive Agreements (defined below), Buyer and Seller shall structure the transactions contemplated in this Agreement as set forth below and the following provisions shall be applicable: (a) The parties shall treat, solely for federal income tax purposes (including, without limitation, Treas. Reg. § 1.708-1(c)), the transactions set forth in this Agreement (i) with respect to the 899 Property, as a merger of 899 Seller into Holdco (defined below), and (ii) with respect to the 999 Property, as a merger of 999 Seller into Holdco, in each case with Holdco as the surviving partnership. (b) The aggregate consideration to be paid for the Property by Buyer to Seller shall be (i) an amount (the “Cash Consideration Amount”) equal to the difference between (A) the Purchase Price and (B) the Retained Interest Value (defined below), plus (ii) the Buyer Interest (defined below), which shall be conveyed directly to the Continuing Partners (defined below) at Closing. At Closing, the Buyer Interest shall have a value equal to the Retained Interest Value, and from and after Closing, the Buyer Parties (defined below) shall have no rights arising from the Retained Interest to any distribution or other consideration received or receivable by any of the entities constituting Seller. At Closing, the Definitive Agreements (defined below) shall be executed and delivered by the respective parties thereto to evidence the terms and condi...