Common use of Transfer back Clause in Contracts

Transfer back. (a) If the Purchaser fails to pay the Unpaid Purchase Price to the Seller on or before October 28, 2015 pursuant to Section 3.3, on October 29, 2015 (the “Transfer-back Closing Date”) the Purchaser shall transfer the SPV Sale Shares back to the Seller, free and clear of any Encumbrance (the “Transfer-back”). (b) On the Transfer-back Closing Date, (i) the Purchaser shall deliver to the Seller (A) the documents specified in Section 3.2(b)(i)-3.2(b)(iii) (with “Seller” being interpreted as “Purchaser,” and “Purchaser” being interpreted as “Seller,” for such purpose) and (B) a copy of the duly signed resignation letter of ▇▇. ▇▇▇▇ ▇▇▇ in the form set out in Schedule 3 of the Share Charge, effective as of the Transfer-back Closing Date, and (ii) the Seller shall pay US$1.00 in cash to the Purchaser. (c) Without limiting the obligations of the Purchaser under this Section 3.4, the Seller shall be entitled to use the documents delivered by the Purchaser pursuant to Sub-Clause 4.2 of the Share Charge, and/or the power of attorney granted pursuant to Clause 10 of the Share Charge, in order to effect any deliveries required by Section 3.4(b) or otherwise to effect the Transfer-back. (d) For the avoidance of doubt, if the Transfer-back occurs, the Initial Payment shall not be refundable.

Transfer back. (a) If the Purchaser fails to pay the Unpaid Purchase Price to the Seller on or before October 28, 2015 pursuant to Section 3.3, on October 29, 2015 (the “"Transfer-back Closing Date”") the Purchaser shall transfer the SPV Sale Shares back to the Seller, free and clear of any Encumbrance (the “"Transfer-back”"). (b) On the Transfer-back Closing Date, (i) the Purchaser shall deliver to the Seller (A) the documents specified in Section 3.2(b)(i)-3.2(b)(iii) (with “"Seller” " being interpreted as “"Purchaser,” " and “"Purchaser” " being interpreted as “"Seller,” " for such purpose) and (B) a copy of the duly signed resignation letter of ▇▇. ▇▇▇▇ ▇▇▇ in the form set out in Schedule 3 of the Share Charge, effective as of the Transfer-back Closing Date, and (ii) the Seller shall pay US$1.00 in cash to the Purchaser. (c) Without limiting the obligations of the Purchaser under this Section 3.4, the Seller shall be entitled to use the documents delivered by the Purchaser pursuant to Sub-Clause 4.2 of the Share Charge, and/or the power of attorney granted pursuant to Clause 10 of the Share Charge, in order to effect any deliveries required by Section 3.4(b) or otherwise to effect the Transfer-back. (d) For the avoidance of doubt, if the Transfer-back occurs, the Initial Payment shall not be refundable.