Common use of Unwind Clause in Contracts

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: (i) is contrary to law (or is reasonably likely to be contrary to law); (ii) gives rise (or is reasonably likely to give rise) to a Material Tax Liability for a member of the P7S1 Group and/or any of the Nordic Companies and/or might give rise to a Tax Claim; and/or (iii) requires a member of the P7S1 Group and/or any of the Nordic Companies to undertake a restructuring or reorganisation of its equity capital (for example, a capital reduction), and for the purposes of this Section 5.6(a), a matter shall be treated as being "reasonably likely" if the Sellers have obtained a written opinion from a leading law firm (in case of paragraph (i)) or leading tax lawyers or accountants (in the case of paragraph (ii)) to that effect. (b) Between the Signing Date and the Closing Date, the Sellers undertake to make reasonable enquiries of the chief financial officers of Nordic Companies to determine whether a Post-Signing Notification is capable of being made and to make a Post-Signing Notification (where appropriate). (c) After the Closing Date, the Sellers shall provide the Purchaser and/or any other member of the Purchaser Group with such factual information and assistance as the Purchaser or other member of the Purchaser Group may reasonably request in order to eliminate any remaining P7S1 Receivables and/or P7S1 Payables which are sold or assigned to the Purchaser or a Nominated Entity pursuant to Section 5.3.