Common use of Unwind Clause in Contracts

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 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 but for is no longer subject to judicial or other review denying or disapproving the anticipated SPAC Merger assignment of the Stations Licenses to Buyer or IPOreturning, or requiring the reassignment of, the Parties would not have executed Stations Licenses to CCBL (an "FCC Denial"), Buyer shall assign to CCBL the Stations Licenses and delivered 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 Agreement or contemplated completing the Merger. As a consequence, Section 4.2 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 occursan FCC Denial. In the event that Seller is precluded from having the closing 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 SPAC Merger mutually-agreeable third party. Any excess or IPO does not occur by December 15, 2021, or Holdings learns prior to that time that deficiency between 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 Purchase Price and the Rescission had not occurred. Each Party (and each amount paid by such third-party buyer of the former Target Company Members) Stations shall be solely responsible for all costs incurred by such Party (or such split evenly between the former Target Company Member) as part of Buyer and Seller. This Section shall survive the Rescission processClosing, but shall terminate on the date the FCC Consent becomes final.

Unwind. The Parties acknowledge that but for the anticipated SPAC Merger or IPOMerger, the Parties would not have executed and delivered this Agreement or contemplated completing the MergerTransaction. As a consequence, in the event the Merger Transaction 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 Transaction (the “Rescission”) and to put the Parties to where they would have been had they not executed and delivered this Agreement and consummated the MergerTransaction. To allow for the Rescission, the Parties agree that the Surviving Entity Target Company 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 or Bxxxx learns prior to that time that the SPAC Merger or IPO will not occur, Holdings and Buyer will give prompt written notice to the Surviving EntityTarget Company’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 Transaction not been consummated; which may include the return of cash payments and Promissory Notes, repurchase of assets and re-issuance of membership interestsstock. 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 Transaction 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 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 Notespayments, repurchase of assets and re-issuance of membership interestsstock. 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 Stockholders to take) the position that the Merger and the Rescission had not occurred. Each Party (and each of the former Target Company MembersStockholders) shall be solely responsible for all costs incurred by such Party (or such the former Target Company MemberStockholder) as part of the Rescission process.

Unwind. The Parties acknowledge that but for During the anticipated SPAC Merger or IPOfirst 18 months immediately subsequent to Closing (the “Unwind Period”), if the Parties would not have executed and delivered Seller terminates this Agreement or contemplated completing Rxxxx Xxxxxxx terminates the Merger. As Consulting Agreement due to a consequencebreach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement or the event Consulting Agreement in any material respect, then all the Merger closes but Purchased Assets shall revert back to Seller and Buyer shall execute all documents necessary to effect the effective time unwind of the SPAC Merger or IPO does not occur by December 15, 2021, transactions contemplated hereby and the Parties intend, for all legal and Tax purposes, return of the Purchased Assets to rescind the Merger Seller (the “RescissionUnwind”). For the purposes of this Section 9.03, any of the following shall be considered to be a material breach by Buyer: (i) and failure to put the Parties to where they would have been had they fund not executed and delivered this Agreement and consummated the Merger. To allow less than $100,000 a month for 12 months for the Rescission, the Parties agree that the Surviving Entity will operate independently operations related to the extent reasonably possible from Business as requested; and (ii) failure to use all commercially reasonable efforts of Buyer and its staff (other than Rxxxx Xxxxxxx) advance the date hereof until RCS systems. Buyer agrees that it shall not permit or suffer to exist a lien on the SPAC Merger or IPO occurs. In intellectual property of the event the closing of Business, unless it escrows with a SPAC Merger or IPO does not occur by December 15, 2021, or Holdings learns third party prior to the imposition of any such lien pursuant to an escrow agreement in form and substance reasonably acceptable to Seller $500,000 for the purpose of repaying the indebtedness to which the lien relates while that time that lien exists on the SPAC Merger or IPO will not occurintellectual property of the Business, 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 of an Unwind Buyer will take (prompt action to remove any and will use their reasonable best efforts all liens placed on the Purchased Assets reverting back to cause Seller, including, as necessary, repaying any indebtedness related thereto to secure such release of liens. In addition, during the former Target Company Members Unwind Period, Buyer shall not sell, assign or transfer to take) any other party the position that the Merger and the Rescission had not occurred. Each Party (and each operation, distribution channel or any other significant segments of the former Target Company Members) Business without prior written approval of the Seller. A duly executed Bill of Sale, in substantially in the form of Exhibit E hereto (the “Bill of Sale”), shall be solely responsible for all costs incurred by such Party (or such placed in escrow prior to the former Target Company Member) as part Closing with a third party pursuant to an escrow agreement in form and substance reasonably acceptable to Seller and Buyer, to facilitate the implementation of the Rescission process.any Unwind pursuant to this Section 9.03

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 interestsstock. 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 Stockholders to take) the position that the Merger and the Rescission had not occurred. Each Party (and each of the former Target Company MembersStockholders) shall be solely responsible for all costs incurred by such Party (or such the former Target Company MemberStockholder) as part of the Rescission process.