Unwind. The Parties acknowledge that but for the anticipated SPAC Merger or IPO, the Parties would not have executed and delivered this Agreement or contemplated completing the Merger. As a consequence, in the event the Merger closes but the effective time of the SPAC Merger or IPO does not occur by December 15, 2021, the Parties intend, for all legal and Tax purposes, to rescind the Merger (the “Rescission”) and to put the Parties to where they would have been had they not executed and delivered this Agreement and consummated the Merger. To allow for the Rescission, the Parties agree that the Surviving Entity will operate independently to the extent reasonably possible from the date hereof until the SPAC Merger or IPO occurs. In the event the closing of a SPAC Merger or IPO does not occur by December 15, 2021, or Holdings learns prior to that time that the SPAC Merger or IPO will not occur, Holdings will give prompt written notice to the Surviving Entity’s board of directors. Upon receipt of such notice, the Parties agree to execute all documents and take all necessary actions and consummate all necessary transactions to accomplish the Rescission for legal and Tax purposes by restoring the Parties to the position, or as close as possible to the position, they would have been in had the Merger not been consummated; which may include the return of cash payments and Promissory Notes, repurchase of assets and re-issuance of membership interests. The Parties further agree that in the event the Rescission occurs, for Tax purposes, they will take (and will use their reasonable best efforts to cause the former Target Company Members to take) the position that the Merger and the Rescission had not occurred. Each Party (and each of the former Target Company Members) shall be solely responsible for all costs incurred by such Party (or such the former Target Company Member) as part of the Rescission process.
Unwind. The parties acknowledge that the initial Advance is expected to occur three Business Days after the Financial Closing Date, and that the obligations of the parties under this Agreement are contingent on the making of that initial Advance. Accordingly, if for any reason the initial Advance does not occur on or before May 1, 2011, upon receipt by DOE of written notice from any other party hereto of the termination of this Agreement:
(i) this Agreement shall be immediately terminated; provided, however, that this Section 2.9 shall survive such termination;
(ii) each Equity Contributor Guaranty shall be immediately terminated in accordance with Section 6.6 thereof;
(iii) all other Transaction Documents (other than the Common Agreement and the Master Holding Company LLC Agreement) to which any party hereto is a party or which any party hereto has delivered or provided, or caused to be delivered or provided, pursuant to Article 4 of the Common Agreement shall be deemed not to have been delivered or provided by any party thereto, and shall be returned to the party providing them, and any signature pages previously provided shall be returned to the signatory;
(iv) no party shall foreclose upon or take possession of any Collateral Security or take any other action under the Security Documents or otherwise with respect to the Collateral Security, and all Collateral Security provided under any Security Document or other Transaction Document shall be released promptly;
(v) DOE shall, and as necessary shall instruct the Collateral Agent to, and the Collateral Agent shall, return promptly to the parties providing them (A) all funds, documents, instruments, and certificates delivered or provided pursuant to this Agreement, including all Base Equity Commitment Balance Security and Funded Overrun Equity Commitment Balance Security, and (B) all other funds (other than the FFB Credit Facility Fees and any other amounts payable under the Common Agreement), documents, instruments, and certificates provided under any other Transaction Document in connection with the initial Advance; and
(vi) notwithstanding the foregoing, (A) the Common Agreement and the DOE Conditional Commitment shall remain in full force and effect and be binding on each party thereto, but DOE shall have no further obligations under Article 4 of the Common Agreement, and (B) no FFB Credit Facility Fees or other amounts previously paid pursuant to the Common Agreement or the DOE Conditional Commitment shall b...
Unwind. (a) In the period commencing immediately after the Signing Date and ending on the Closing Date, subject to the succeeding provisions of this Section 5.6(a), the Sellers shall use reasonable efforts to procure that the P7S1 Receivables and the P7S1 Payables are eliminated, for example by way of repayment, set-off, release, assignment, transfer or contribution. The Sellers shall have no obligation to procure the elimination of any of the P7S1 Receivables and/or the P7S1 Payables under this Section 5.6 to the extent that doing so:
(i) is contrary to law (or is reasonably likely to be contrary to law);
(ii) gives rise (or is reasonably likely to give rise) to a Material Tax Liability for a member of the P7S1 Group and/or any of the Nordic Companies and/or might give rise to a Tax Claim; and/or
(iii) requires a member of the P7S1 Group and/or any of the Nordic Companies to undertake a restructuring or reorganisation of its equity capital (for example, a capital reduction), and for the purposes of this Section 5.6(a), a matter shall be treated as being "reasonably likely" if the Sellers have obtained a written opinion from a leading law firm (in case of paragraph (i)) or leading tax lawyers or accountants (in the case of paragraph (ii)) to that effect.
(b) Between the Signing Date and the Closing Date, the Sellers undertake to make reasonable enquiries of the chief financial officers of Nordic Companies to determine whether a Post-Signing Notification is capable of being made and to make a Post-Signing Notification (where appropriate).
(c) After the Closing Date, the Sellers shall provide the Purchaser and/or any other member of the Purchaser Group with such factual information and assistance as the Purchaser or other member of the Purchaser Group may reasonably request in order to eliminate any remaining P7S1 Receivables and/or P7S1 Payables which are sold or assigned to the Purchaser or a Nominated Entity pursuant to Section 5.3.
Unwind. In the event that (a) the Arrangement is terminated for any reason or (b) the Arrangement is not consummated within fifty weeks after the date of this Agreement, then the Purchaser and Perseus 2000 Expansion shall take the actions set forth in Section 2.1(f) of the Investment Agreement, dated as of April 22, 2005, by and between Perseus 2000 Expansion and the Purchaser.
Unwind. In the event the sale of the Optional Securities (as defined in the Purchase Agreement defined in the Confirmations) is not consummated with the initial purchasers pursuant to the Purchase Agreement for any reason by the close of business in New York on October 13, 2006 (or such later date as agreed upon by the parties) (such date or such later date as agreed upon being the “Accelerated Unwind Date”), this Amendment shall automatically terminate (the “Accelerated Unwind”) on the Accelerated Unwind Date and (i) this Amendment and all of the respective rights and obligations of Dealer and Counterparty under this Amendment shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with this Amendment either prior to or after the Accelerated Unwind Date. Dealer and Counterparty represent and acknowledge to the other that upon an Accelerated Unwind, all obligations with respect to this Amendment shall be deemed fully and finally discharged.
Unwind. If the Gulfport Contribution is made but the IPO does not close for any reason, the Permian Assets shall be returned to Contributor and Contributor shall return the Closing Consideration and this Agreement shall be null and void.
Unwind. In the event that the FCC requires the parties to unwind the transactions contemplated hereby after the Closing has occurred, the parties will mutually agree on the arrangements necessary to put the parties in the positions they 57 were in prior to the Closing.
Unwind. If the Merger does not occur substantially concurrently with the consummation of any of the Transactions hereunder, notwithstanding the consummation of any such Transactions, the parties to this Agreement shall cooperate in good faith to promptly (but in any event within 5 Business Days of the consummation of such Transactions) to unwind and place the Parent, the Sellers, the Company, OP Buyer and PH Buyer in the same position as they were immediately prior to the consummation of such Transactions.
Unwind. (a) In the event that, for any applicable Designated Company Interests, the conditions described in Section 5.3 do not occur on or prior to November 30, 2020 (the “Development Tasks Milestone Outside Date”), Purchaser shall have the option (the “Unwind Option”), exercisable in its sole and absolute discretion by written notice (an “Unwind Notice”) to the Seller not later than ninety (90) days after the applicable Development Tasks Milestone Outside Date, to require the Seller to purchase, acquire, assume and agree to pay, perform and discharge, as applicable, the applicable Designated Company Interests from Purchaser (an “Unwind Transaction”). As consideration for an Unwind Transaction, the Seller shall pay and reimburse to Purchaser an amount equal to the sum of (a) the total amount of the Purchase Price previously paid by Purchaser to Seller for the applicable Designated Company Interests hereunder and (b) Purchaser’s out-of-pocket expenses incurred with the respect to the applicable Designated Company Interests and the applicable Project (the “Unwind Price”).
(b) On a date determined by Purchaser and within thirty (30) days of Purchaser’s delivery of an Unwind Notice, unless Purchaser withdraws the Unwind Notice in Purchaser’s sole and absolute discretion, (a) Purchaser and Seller shall execute a Membership Interest Assignment Agreement, modified only as necessary to account for the Unwind Transaction, and (b) Purchaser shall offset the Unwind Price against any and all amounts owed or expected to become owed to Seller under this Agreement (the “Unwind Offset”). If the Unwind Price, exceeds the Unwind Offset, Seller shall pay the excess to Purchaser by wire transfer in immediately available funds to an account identified by Purchaser in the Unwind Notice.
(c) Purchaser’s sale, transfer and assignment of any Designated Company Interests in an Unwind Transaction, if any, shall be made on an “as-is, where-is” basis and Purchaser shall have no obligation to make, and shall not be deemed to make, any representation or warranty whatsoever, express or implied, with respect to such Designated Company Interests, the Unwind Transaction or any other matter. Upon the consummation of the Unwind Transaction, Purchaser shall have no further liability under this Agreement or otherwise with respect to, related to or arising out of the applicable Project or the Designated Company Interests. In the event that the Seller fails to pay the Unwind Price on the date determined ...
Unwind. If the Rhino Contribution is made but the IPO does not close for any reason, upon the Termination Date the Interests shall be returned to Contributor and Contributor shall return the Closing Consideration and this Agreement shall be null and void.
