Unwind Transaction. (a) If the sale of the Repurchase Assets has occurred hereunder and (i) the Group II-V Asset Purchase Agreement is terminated with respect to (A) all Group Sales or (B) the Group II/III Sale and the Group V Sale, or (ii) the Group II/III Closing and the Group V Closing have not occurred on or before the Termination Date, the parties hereto shall have the following rights and obligations:
Unwind Transaction. The County shall have the right at any time ------------------ after the first anniversary of the Closing Date, but prior to the third anniversary of the Closing Date, to in good faith "unwind" the transactions contemplated hereby, to reacquire the Leased Assets, to terminate the Lease and to purchase the then remaining portion of the Purchased Assets and any substitutions, replacements and additions thereof, by paying an amount equal to the product of (a) EBITDA for the Hospital Facilities, multiplied by (b) seven (7). Immediately prior to the date of closing of the "unwind" ("Unwind Closing") Sub shall present to the County its calculation of EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) determined in accordance with GAAP for the twelve (12) month period immediately preceding the date of the Unwind Closing. Within sixty (60) days after the date of the Unwind Closing, the County may have its auditors review Sub's determination of EBITDA. In the event there is any disagreement with respect to the determination of this amount, the County and Sub shall resolve their disagreement or, alternatively, the dispute procedure described in Section 2.6 hereof shall be used to resolve any differences. In order to exercise the unwind option, the County shall give Sub written notice thereof at least 180 days prior to the date of the Unwind Closing and shall tender the amount as determined by Sub above to Sub on the date of the Unwind Closing subject to adjustment as provided in this Section 12.7(f), and Sub, HMA and the County will cooperate reasonably with each other in effecting such "unwind" (including matters of transition), execute such documentation (including conveyance and assignment documents) as is reasonably necessary to effect the "unwind" (including the transfer to the County of the Leased Assets and Purchased Assets, to the extent then available, the substitutions, replacements and additions thereto, all assignable and transferable Licenses and Permits and other assets except those expressly excluded, all as set forth in Article III of the Lease) pursuant to this Subsection (f). Upon such an "unwind," Sub and HMA shall surrender to the State of Florida all licenses, certificates, certifications and approvals to operate the Hospitals. In addition, in the event of an "unwind" the County shall covenant not to sell or lease the Hospital Facilities to any other party for a period of three (3) years from the date of the Unwind Closing e...
