Common use of Purchase and Sale of LLC Interests and Acquired Assets Clause in Contracts

Purchase and Sale of LLC Interests and Acquired Assets. (a) If Buyer gives Seller written notice within 20 days of the date hereof indicating it has elected to require Seller to make the LLC Conversions as set forth in this Section 2.1(a) (the “LLC Election”), then prior to the Closing, Seller will use its commercially reasonable efforts to cause (whether by conversion, merger with a newly formed Limited Liability Company or similar entity or otherwise), each of the Acquired Companies to become a Limited Liability Company or other pass-through entity for U.S. federal income tax purposes pursuant to documentation reasonably satisfactory to Buyer and Seller (the “LLC Conversions”). The issued and outstanding membership interests (or similar equity ownership interests) issued by the Acquired Companies and owned by Seller, Knight Ridder and/or any of their respective Subsidiaries immediately following the LLC Conversions are hereinafter referred to as the “LLC Interests” (provided that, if Buyer does not deliver notice to Seller that it is making the LLC Election within 20 days of the date hereof, then all references herein to the LLC Interests shall refer to the issued and outstanding capital stock issued by the Acquired Companies and owned by Seller and/or its Subsidiaries). Seller shall request of Knight Ridder that it agree to effect, prior to the Effective Time, the LLC Conversions and will request a response from Knight Ridder within 20 days of the date hereof. (b) Subject to the terms and conditions of this Agreement, at the Closing, (i) (x) If Buyer has delivered notice to Seller that it is making the LLC Election within 20 days of the date hereof, Seller will sell and transfer (and/or will cause one or more other Seller Entities to sell and transfer) the LLC Interests of the Acquired Companies (other than the Acquired Subsidiaries) to Buyer (or one or more of its permitted assignees as set forth in Section 11.8), and Buyer (or one or more of its permitted assignees as set forth in Section 11.8) will purchase such LLC Interests from Seller and/or one or more other Seller Entities or (y) if Buyer has not delivered notice to Seller that it is making the LLC Election within 20 days of the date hereof, Buyer and Seller will cause each of the Acquired Companies to be merged with and into a wholly-owned Subsidiary of Buyer (or one or more of its permitted assignees as set forth in Section 11.8) (the “Acquired Company Mergers”) and (ii) Buyer (or one or more of its permitted assignees as set forth in Section 11.8) will purchase from Seller and/or one or more other Seller Entities, and Seller shall sell, convey, transfer, assign and deliver (and/or will cause one or more other Seller Entities to sell, convey, transfer, assign and deliver) to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) all of its right, title and interest in and to the Acquired Assets. Notwithstanding anything herein to the contrary, Seller, Knight Ridder or any of their Subsidiaries (including the Acquired Companies) shall be permitted, prior to the Closing, to cause any or all of the Acquired Companies to transfer to Seller, any Seller Entity or any other party (and thereby to not directly or indirectly sell or transfer to Buyer) any Excluded Assets.

Purchase and Sale of LLC Interests and Acquired Assets. (a) If Buyer gives Seller written notice within 20 days of the date hereof indicating it has elected to require Seller to make the LLC Conversions as set forth in this Section 2.1(a) (the “LLC Election”), then prior to the Closing, Seller will use its commercially reasonable efforts to cause (whether by conversion, merger with a newly formed Limited Liability Company or similar entity or otherwise), each of the Acquired Companies to become a Limited Liability Company or other pass-through entity for U.S. federal income tax purposes pursuant to documentation reasonably satisfactory to Buyer and Seller (the “LLC Conversions”). The issued and outstanding membership interests (or similar equity ownership interests) issued by the Acquired Companies and owned by Seller, Knight Ridder and/or any of their respective Subsidiaries immediately following the LLC Conversions are hereinafter referred to as the “LLC Interests” (provided that, if Buyer does not deliver notice to Seller that it is making the LLC Election within 20 days of the date hereof, then all references herein to the LLC Interests shall refer to the issued and outstanding capital stock issued by the Acquired Companies and owned by Seller and/or its Subsidiaries). Seller shall request of Knight Ridder that it agree to effect, prior to the Effective Time, the LLC Conversions and will request a response from Knight Ridder within 20 days of the date hereof. (b) Subject to the terms and conditions of this Agreement, at the Closing, (i) (x) If Buyer has delivered notice to Seller that it is making the LLC Election within 20 days of the date hereof, Seller will sell and transfer (and/or will cause one or more other Seller Entities to sell and transfer) the LLC Interests of the Acquired Companies (other than the Acquired Subsidiaries) to Buyer (or one or more of its permitted assignees as set forth in Section 11.8), and Buyer (or one or more of its permitted assignees as set forth in Section 11.8) will purchase such LLC Interests from Seller and/or one or more other Seller Entities or (y) if Buyer has not delivered notice to Seller that it is making the LLC Election within 20 days of the date hereof, Buyer and Seller will cause each of the Acquired Companies to be merged with and into a wholly-owned Subsidiary of Buyer (or one or more of its permitted assignees as set forth in Section 11.8) Permitted Affiliate (the “Acquired Company Mergers”) and (ii) Buyer (or one or more of its permitted assignees as set forth in Section 11.8) will purchase from Seller and/or one or more other Seller Entities, and Seller shall sell, convey, transfer, assign and deliver (and/or will cause one or more other Seller Entities to sell, convey, transfer, assign and deliver) to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) all of its right, title and interest in and to the Acquired Assets. Notwithstanding anything herein to the contrary, Seller, Knight Ridder or any of their Subsidiaries (including the Acquired Companies) shall be permitted, prior to the Closing, to cause any or all of the Acquired Companies to transfer to Seller, any Seller Entity or any other party (and thereby to not directly or indirectly sell or transfer to Buyer) any Excluded Assets.

Purchase and Sale of LLC Interests and Acquired Assets. (a) If Buyer gives Seller written notice within 20 ten (10) days of the date hereof indicating it has elected to require Seller to make the LLC Conversions as set forth in this this Section 2.1(a2.1 (a) (the “LLC Election”), then prior to the Closing, Seller will use its commercially reasonable efforts to cause (whether by conversion, merger with a newly formed Limited Liability Company or similar entity or otherwise), each of the Acquired Companies to become a Limited Liability Company or other pass-–through entity for U.S. federal income tax purposes pursuant to documentation reasonably satisfactory to Buyer and Seller (the “LLC Conversions”). The issued and outstanding membership interests (or similar equity ownership interests) issued by the Acquired Companies and owned by Seller, Knight Ridder and/or any of their respective Subsidiaries immediately following the LLC Conversions are hereinafter referred to as the “LLC Interests” (provided that, if Buyer does not deliver notice to Seller that it is making the LLC Election within 20 ten (10) days of the date hereof, then all references herein to the LLC Interests shall refer to the issued and outstanding capital stock issued by the Acquired Companies and owned by Seller and/or its Subsidiaries). Seller shall request of Knight Ridder that it agree to effect, prior to the Effective Time, the LLC Conversions and will request a response from Knight Ridder within 20 ten (10) days of the date hereof. (b) Subject to the terms and conditions of this Agreement, at the Closing, (i) (x) If Buyer has delivered notice to Seller that it is making the LLC Election within 20 ten (10) days of the date hereof, Seller will sell and transfer (and/or will cause one or more other Seller Entities to sell and transfer) the LLC Interests of the Acquired Companies (other than the Acquired Subsidiaries) to Buyer (or one or more of its permitted assignees as set forth in Section 11.8), and Buyer (or one or more of its permitted assignees as set forth in Section 11.8) will purchase such LLC Interests from Seller and/or one or more other Seller Entities or (y) if Buyer has not delivered notice to Seller that it is making the LLC Election within 20 ten (10) days of the date hereof, Buyer and Seller will cause each of the Acquired Companies to be merged with and into a wholly-owned Subsidiary of Buyer (or one or more of its permitted assignees as set forth in Section 11.8) Permitted Affiliate (the “Acquired Company Mergers”) ), and (ii) Buyer (or one or more of its permitted assignees as set forth in Section 11.8) will purchase from Seller and/or one or more other Seller Entities, and Seller shall sell, convey, transfer, assign and deliver (and/or will cause one or more other Seller Entities to sell, convey, transfer, assign and deliver) to Buyer (or one or more of its permitted assignees as set forth in Section 11.8) all of its right, title and interest in and to the Acquired Assets. . (c) Notwithstanding anything herein to the contrary, Seller, Knight Ridder or any of their Subsidiaries (including the Acquired Companies) shall be permitted, prior to the Closing, to cause any or all of the Acquired Companies to transfer to Seller, any Seller Entity or any other party (and thereby to not directly or indirectly sell or transfer to Buyer) any Excluded Assets.