Unwinding Sample Clauses
The Unwinding clause outlines the procedures and obligations for reversing or dissolving a transaction or contractual arrangement, typically when certain conditions are met or the agreement is terminated. In practice, this clause specifies the steps each party must take to return assets, settle outstanding payments, or restore the parties to their original positions prior to the agreement. Its core function is to provide a clear and orderly process for disentangling the parties' interests, thereby minimizing disputes and ensuring a fair resolution if the contract needs to be undone.
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Unwinding. If this Agreement is terminated pursuant to any of the provisions of Section 8.1, the following provisions shall apply:
(a) the Gathering and Transportation Agreements Extensions, if previously executed, shall terminate simultaneously with the termination of this Agreement, unless such termination resulted primarily from the breach by Buyers of any covenant to be performed at Closing contained in this Agreement or the Operating Services Agreements;
(b) the Operating Services Agreements, if previously executed, shall terminate 90 days after the termination of this Agreement and during such 90 day period Buyers will cooperate with Sellers to effect an orderly transition of the operatorship of the Wattenberg System to KNGG, return all Books and Records, including any additions thereto made by Buyers, and the Tower Space License Agreement shall terminate at the same time as the Operating Services Agreements terminate and Buyers shall reassign the FCC Licenses simultaneously with such termination to the Person designated by Sellers by notice in writing to Buyers;
(i) Buyers shall execute and deliver to Sellers releases in forms reasonably satisfactory to Sellers of the liens and security interests granted to Buyers pursuant to Section 2.4(e), unless such termination resulted primarily from the breach by Sellers of any covenant to be performed at Closing contained in this Agreement or the Operating Services Agreements;
(ii) Sellers and Buyers shall execute a notice of termination of this Purchase and Sale Agreement and the Operating Services Agreements in recordable form, provided that if such termination resulted primarily from the breach by Buyers of any covenant to be performed at Closing contained in this Agreement or the Operating Services Agreement, such instrument shall expressly reserve to Sellers their rights under the liens and security interests created pursuant to Section 2.4(g).
(d) Sellers shall pay, or cause to be paid, to HSG the outstanding amount of the loans made by HSG pursuant to Section 5.3.20, unless such termination resulted primarily from the breach by Buyers of any covenant to be performed at Closing contained in this Agreement or the Operating Services Agreements in which event such loans shall be offset against amounts owed by Buyers;
(e) Sellers shall pay to Buyers the net present value of the Facility Fees theretofore paid by Buyers to Sellers calculated at a discount rate equal to 10% per annum, unless such termination resulted pri...
Unwinding. If each Condition is not satisfied or waived by the Long Stop Date but by that date a party has subscribed for Shares or otherwise contributed monies to the Company, each party will exercise all its rights as a Shareholder or a Director to ensure the return of such subscription monies as soon as reasonably practicable and, so far as is reasonably practicable in the most tax and cost-effective manner.
Unwinding. Notwithstanding anything to the contrary in this Agreement, if the initial public offering of shares of Class A common stock by Moelis & Company, a Delaware corporation, is not consummated within five (5) Business Days of the Closing Date, then this Agreement and all other agreements and instruments entered into for the purpose of effectuating the Contribution shall be null and void and all transactions contemplated thereby shall be cancelled with no consideration paid.
Unwinding. The Parties agree that the success of the transaction described herein is dependent on certain actions which RITE has agreed to undertake, which have been memorialized in Section 6. AGREEMENT TO FILE OFFERING AND SEEK UNDERWRITER and Section 7. EXPANSION OF THE RITE BOARD OF DIRECTORS of this Definitive Agreement. The Parties agree that failure by RITE to (i) file or cause to be filed with the SEC, within one hundred eighty (180) days of the execution of this Definitive Agreement, a Regulation A+, Tier 1 or Tier 2 Offering (the “Offering”), or to engage in another suitable alternate funding methodology to fund the development of the mineral assets of the Subsidiaries, unless funds have or are in the process of being raised from other sources; or (ii) expand its Board of Directors to include ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in order to provide further comfort and continuity to the NMC shareholders, (the “Performance Failure by RITE”) shall allow NMC’s Board of Directors, in its sole discretion, to unwind the transaction described herein if they so choose to do so. The Parties further agree that in the event that NMC’s Board of Director chooses to unwind and does unwind this transaction pursuant a Performance Failure by RITE, then RITE will be granted the equivalent of two hundred (200) shares of NMC common stock (200 shares x $0.005 per share = $1.00), payable in common Please review pages 2 & 3 - Cautionary Notes on Forward-Looking Statements. 6 stock or in any other such form of compensation as may be mutually agreed to by the Parties at that time, for each one ($1) United States Dollar of funds contributed by RITE and used to pay down the five million ($5,000,000) United Staes Dollars in outstanding obligations of NMC that RITE has assumed pursuant to this transaction or paid into, or on behalf of, the Subsidiaries towards the development of the mineral project.
Unwinding. Any appropriation or distribution which later transpires to have been or is agreed by the Security Agent to have been invalid or which has to be refunded shall be refunded and shall be deemed never to have been made.
Unwinding. In the event of any of the following that (i) Buyer does not make the payments as required pursuant to the Note within 180 days following the Closing Date; (ii) Buyer breaches the covenant set forth in this Agreement or (iii) on the twelve (12) month anniversary of the Closing Date, the market value of the Stock Consideration (as determined by the Market Price) is not equal to US$750,000 or higher and Buyer does not issue to Seller additional shares of Buyer Stock to obtain such valuation, and in each or any such case such failure remains uncured for ten (10) or more Business Days after Seller give written notice of such default to Buyer (each, a “Post-Closing Default”), then the Parties shall effectuate unwinding of the Transactions and undertake the actions as set forth in Section 7.02.
Unwinding. The Parties shall use reasonable efforts to complete the Unwinding as soon as reasonably possible after the date on which StadCo issues the Notice of Intent to Abandon and in any event within ninety (90) days following such date. In order to complete the Unwinding, the Parties shall proceed as follows:
(i) The Parties shall execute and deliver terminations of each of the Project Documents and upon the execution and delivery thereof, each Project Document shall be deemed terminated and of no further force and effect, except for those obligations or rights thereunder that expressly survive the termination of the applicable Project Document;
(ii) StadCo shall return to the Authority (for payment to the County to be applied in accordance with the Act) all funds remaining in StadCo’s possession that were disbursed by or on behalf of the Authority to or for the benefit of StadCo pursuant to the Construction Funds Trust Agreement;
(iii) The Authority shall convey the Land (together with any improvements thereon) to StadCo or its designee pursuant to a Quitclaim Deed to be recorded in the Clark County, Nevada Recorder’s Office (the “Recorder’s Office”), and any memorandum of lease recorded in connection with the Stadium Lease and/or the Team Use Agreement shall be terminated and such termination shall be recorded in the Recorder’s Office;
(iv) Each Party shall obtain all necessary Approvals required for the Unwinding; and
(v) The Parties shall execute any and all further documents, agreements, and instruments, and take all such further actions (including the filing and recording of assignments and other documents with the Recorder’s Office), which may be required under any Applicable Law, or which another party may reasonably request, to effect the agreements set forth herein.
Unwinding. In the event that, following any Restructuring, any regulatory or accrediting authority having jurisdiction over EVCI, the Borrower, TSI or PSB shall assert that the Restructuring constitutes a change of control such as would materially impair or restrict the ability of TSI and/or PSB to conduct the Business Operations as currently conducted, then, upon request of the Lender, the Borrower shall, and shall cause EVCI, TSI and PSB to, unwind the Restructuring, including but not limited to (a) transferring all outstanding capital stock and other equity securities of TSI and PSB to EVCI, (b) assigning the Obligations to EVCI, with the assumption thereof by EVCI and the Guaranty thereof by TCI and PSB, and (c) such other actions as may be appropriate to accomplish the rescission of the Restructuring and restore, as closely as possible, all applicable Persons to their respective pre-Restructuring positions (subject to the express requirements of this Section 7.03
Unwinding. In the event of the occurrence of the events described in paragraph (vi) above, (1) the Owner agrees to pay each Purchaser promptly (but in any event within three Business Days of the relevant Cutoff Date) (A) in the case of the Junior Purchasers only, an amount of liquidated damages equal to any Swap Breakage Loss plus any loss incurred in connection with the unwinding or liquidating of any deposits or funding or financing arrangement with its funding sources and (B) without duplication of the amounts covered by the preceding clause (A), all reasonable out-of-pocket costs and expenses of such Purchaser (including, without limitation, reasonable legal costs and expenses) incurred by such Purchaser described in the definition of Transaction Expenses in Section 13 hereof; and (2) each Junior Purchaser agrees, so long as no Event of Default shall have occurred and be continuing, to pay to the Lessee promptly (but in any event within three Business Days of the relevant Cutoff Date) any Swap Breakage Gain in connection with the unwinding or liquidating of any deposits or funding or financing arrangement with its funding sources. For the avoidance of doubt, no other amounts shall be payable to the Senior Purchasers as a result of the occurrence of the events described in paragraph (vi) above.
Unwinding. Upon termination of this Agreement, if the Parties’ mutual client desires to continue to use the Interface in connection with Partner Services, then the Parties shall continue to exchange data through the Interface to the extent necessary for the Parties to fulfill any obligations to clients for 90 days following such termination, unless the Agreement is terminated pursuant to Section 5(g) or 9(c).