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. 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).
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:
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. 3.3 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. Right to proceed
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. 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. 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. In the event of the occurrence of the events described in paragraph (vi) above, (1) the Borrower agrees to pay each Loan Participant promptly (but in any event within three Business Days of the relevant Cutoff Date) (A) in the case of the Tranche A Loan Participant 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 Loan Participant (including, without limitation, reasonable legal costs and expenses) incurred by such Loan Participant described in the definition of Transaction Expenses in Section 12 hereof; and (2) each Tranche A Loan Participant agrees, so long as no Event of Default shall have occurred and be continuing, to pay to the Borrower 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.
Unwinding. In the event the Buyer fails to pay in full the principal and any accrued interest owing on the Convertible Note on or before the Maturity Date or the Extended Maturity Date, as the case may be (as defined in Convertible Note) the Seller shall have an option to elect to unwind the anticipated transaction contemplated under this Agreement, wherein the Seller shall seek the return of all Assets and Assumed Liabilities purchased by the Buyer herein, and said Assets and Assumed Liabilities shall be unencumbered when returned to the Seller by the Buyer (the "Unwinding"). For purposes of the Unwinding, Assumed Liabilities shall not include the Seller's Note. In the event that Seller gives notice to Buyer of an Unwinding, Buyer shall return all Assets and Assumed Liabilities to Seller as soon as possible and in no event longer than ten (10) business days after such notice. In returning all Assets and Assumed Liabilities, the Seller shall simultaneously with the receipt of all of the Assets and Assumed Liabilities return all monies and Stock received as part of the Purchase Price to the Buyer, except the payment made by the Buyer to discharge the Seller's Note and, for purposes of clarity, all interest paid under the Convertible Note. In the event of Buyer's election to unwind the anticipated transaction contemplated under this Agreement, all individual Employment Agreements between Buyer and Howard Safir, Joseph Rosetti, Adam Safir, Richard Rosetti and all xxxxx xxxxxxonax xxxxxxxxxx xxreexxxxx xxxxtex xx xxxxxxxxx transferred from Seller to Buyer per the Agreement, shall be automatically assigned or otherwise transferred to Seller.
