Unwinding of Transaction. (a) The WCA Parties and the Live Earth Parties acknowledge: (i) that in order for WCA Ohio to own and operate SF, WCA Ohio must satisfy a state required background investigation in connection with, and obtain approval of the Attorney General of the State of Ohio (the “Ohio Attorney General”) and the State of Ohio Environmental Protection Agency (the “Ohio EPA”) of, the acquisition by WCA Ohio of SF (such approval, the “OH EPA Approval”); (ii) that WCA Ohio might never obtain the OH EPA Approval; and (iii) that because the OH EPA Approval may not be received prior to the Closing Date, Ohio Revised Code Section 3734.42(F) (“ORC 3734.42(F)”) requires that this Agreement expressly state that the transactions contemplated hereby are subject to the approval of the Director of the Ohio EPA and contain specific provisions negating such sale in the event that the OH EPA Approval is ultimately denied by the Director of the Ohio EPA. Therefore, the WCA Parties and the Live Earth Parties agree as follows: (x) in the event that WCA Ohio receives correspondence or other documentation from the Ohio Attorney General and/or the Ohio EPA stating that the OH EPA Approval is ultimately denied (the “Denial”), the WCA Parties shall provide written notice of, and a copy of, such Denial to Live Earth by no later than the third business day after the occurrence of one of the following events, whichever is applicable: (A) WCA Ohio’s receipt of the Denial, if WCA Ohio elects not to appeal the Denial, (B) WCA Ohio’s receipt of a written decision from a court or tribunal of competent jurisdiction indicating that an appeal was ultimately not successful in reversing the Denial, if WCA Ohio elects to appeal the Denial, or (C) the expiration of any time period available for appeal of the Denial, if an appeal of such Denial has not otherwise been filed; and (y) upon receipt by Live Earth of the applicable notice pursuant to subparagraph (x) above, the sale shall be immediately negated as provided under ORC 3734.42(F) and the Live Earth Parties and the WCA Parties shall “unwind” or “reverse” the Closing (the “Unwind” or “Unwinding”) in the manner set forth in Section 5.17(b).
Unwinding of Transaction. (a) In the event that the Australian Share Sale Agreement does not complete on the date of Completion of this agreement then the parties agree that the transactions completed pursuant to this agreement must be unwound and both parties returned to the position they would have been in, but for Completion of this agreement, within one Business Day.
Unwinding of Transaction. In the event that Vinoble has not performed its obligations to OVERSEAS on the promissory note or should Vinoble not be trading on the OTCBB within twelve (12) months from the Closing, OVERSEAS may, at any time after twelve (12) months from the Closing terminate and unwind this Transaction upon written notice to Vinoble. Upon receipt of such written notice of termination and unwind, Vinoble shall promptly transfer all of OVERSEAS’s Interest free and clear of any encumbrances created by, through or under that party, subject to prorating, back to OVERSEAS. OVERSEAS shall simultaneously transfer a maximum of 500,000 Vinoble Shares free and clear of any encumbrances created by, through or under that party, to Vinoble. The Vinoble interest in the Hazard Property transferred to OVERSEAS will be prorated if OVERSEAS transfers less than 500,000 shares to Vinoble. Following such termination, unwinding and transfers, the Parties shall have no further obligations under the Memorandum of Understanding or this Agreement, except for the Binding Provision of the Memorandum of Understanding. During the twenty-four (24) months after the Closing, Vinoble shall not transfer, sell or otherwise encumber OVERSEAS’s Interest, without OVERSEAS’s written approval. The Parties agree that this condition shall be nullified as Vinoble has paid in full the promissory note and is fully trading on the OTCBB and/or TSX-V and maintained, as current in SEC and/or TSX required filings and reporting.
