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:
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:
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. If the FCC Consent is reversed or otherwise set aside and ------ there is an order of the FCC (or a court of competent jurisdiction) that is no longer subject to judicial or other review denying or disapproving the assignment of the Stations Licenses to Buyer or returning, or requiring the reassignment of, the Stations Licenses to CCBL (an "FCC Denial"), Buyer shall assign to CCBL the Stations Licenses and reconvey to CCB the other Station Assets, and Seller shall pay to Buyer the Purchase Price and reassume the contracts and leases assigned and assumed at Closing, all on a mutually agreeable date within thirty (30) days of any FCC Denial (or, if earlier, within the time required by such order). In connection herewith, Buyer and Seller shall each execute such documents and make such payments as are necessary to give effect thereto. Each party further agrees to execute such documents, instruments and agreements, and take such other action, as may be necessary to implement any such transaction and carry out the intent of this Section 4.2 in the event of an FCC Denial. In the event that Seller is precluded from having the Stations Licenses and Station Assets assigned and reconveyed to it because of restrictions imposed by the FCC and/or DOJ, then Seller and Buyer will cooperate to assign and convey the Stations Licenses and Station Assets to a mutually-agreeable third party. Any excess or deficiency between the Purchase Price and the amount paid by such third-party buyer of the Stations shall be split evenly between the Buyer and Seller. This Section shall survive the Closing, but shall terminate on the date the FCC Consent becomes final.
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. 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 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. 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. 1. The technical checkpoints identified within Technical Specification Paragraph (TBD) shall be used to review technical progress and schedules, which may be revised. Within 15 days after completion of a technical checkpoint, either party may decide to cancel its participation in the Item 1 work by providing written notice of its decision to the other party. If no such written notice is received by either party, then the Lessor's obligation to proceed hereunder shall continue. Cancellation under this Paragraph shall not constitute a termination for default or convenience but, rather, a voluntary cancellation of the obligations of the work. In the event either party elects to invoke the cancellation right prescribed by this Paragraph, Company shall have no obligation to pay for milestones it has not accepted, and the Lessor shall have no obligation either to perform work prescribed by any remaining milestones and their associated Technical Specification sections, or to make any payments to Company.
