Unwind Transaction Clause Samples
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Unwind Transaction. (a) If the sale of the Repurchase Assets has occurred hereunder and (i) the Group II-V Asset Purchase Agreement is terminated with respect to (A) all Group Sales or (B) the Group II/III Sale and the Group V Sale, or (ii) the Group II/III Closing and the Group V Closing have not occurred on or before the Termination Date, the parties hereto shall have the following rights and obligations:
(1) If the Group II-V Asset Purchase Agreement has been terminated, other than as a result of Seller's breach or default of its obligations thereunder, Seller shall have the right, exercisable by written notice from Seller to Buyer given within five (5) Business Days of such termination of the Group II-V Asset Purchase Agreement or the Termination Date, as the case may be, to cause Buyer to sell back to Seller, and upon such request by Seller, Buyer shall sell back to Seller, the Repurchase Assets.
(2) If the Group II-V Asset Purchase Agreement has been terminated, other than as a result of Buyer's breach or default of its obligations thereunder, Buyer shall have the right, exercisable by written notice from Buyer to Seller given within five (5) Business Days of such termination of the Group II-V Asset Purchase Agreement, to cause Seller to repurchase from Buyer, and upon the request of Buyer, Seller shall repurchase from Buyer, the Repurchase Assets.
(b) Such sale and repurchase described in Section 6.10(a) shall be effected on substantially the same terms as the terms on which the Assets were acquired by Buyer pursuant 35 30 to this Agreement, and the purchase price therefor shall be Three Million Six Hundred Eighty-Eight Thousand Dollars ($3,688,000), subject to adjustment consistent with Section 2.5(b)(2), paid by Buyer pursuant to this Agreement. The consummation of such sale and repurchase shall be effected as soon as practicable following such termination of the Group II-V Asset Purchase Agreement or the Termination Date, as the case may be, subject to receipt of all consents, permits and approvals of government authorities and other third parties necessary to transfer the Assets back to Seller or otherwise to consummate the sale and repurchase, including, without limitation, all necessary consents of the FCC, DOJ and FTC pursuant to the HSR Act.