Common use of Buyer Termination Fee Clause in Contracts

Buyer Termination Fee. In the event that this Agreement is validly terminated by Seller pursuant to Section 9.01(d)(iii); then Buyer shall pay the Buyer Termination Fee to Seller by wire transfer of same-day funds on or prior to the fifth (5th) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive the Buyer Termination Fee pursuant to this Section 9.06 shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwise) of Seller against Buyer, its Affiliates, or its or their respective Representatives or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating to or arising out of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annum.

Buyer Termination Fee. In the event that this Agreement is validly terminated by Seller pursuant to Section 9.01(d)(iii); then Buyer shall pay the Buyer Termination Fee to Seller by wire transfer of same-day funds on or prior to the fifth (5tha) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right in the event that the Company validly terminates this Agreement pursuant to receive Section 9.1(e) or Section 9.1(f), then Buyer shall promptly, but in no event later than ten (10) Business Days, after the date of termination of this Agreement, pay by wire transfer of immediately available funds to accounts designated by the Company, an amount in cash equal to $11,000,000 (the “Buyer Termination 66 NY\7370590.17 Fee”), it being agreed that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. (b) Each of the parties hereto acknowledges and agrees that the agreements contained in this Section 9.5 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other parties would not enter into this Agreement. If Buyer fails to pay the Buyer Termination Fee when due, interest shall accrue on such amount from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the prime rate as published in the Wall Street Journal, Eastern Edition on the date such payment was required to be made. If, in order to obtain such payment, the Company commences a suit that results in judgment in favor of the Company for the payment of the Buyer Termination Fee, Buyer shall pay the Company its documented costs and expenses (including documented, reasonable out-of-pocket attorneys’ fees and expenses) incurred in connection with such suit. Each of the parties hereto further acknowledges that the payment by Buyer of the Buyer Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company in the circumstances in which such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (c) Notwithstanding anything to the contrary provided in this Agreement, if Buyer, LP Holdings and/or Merger Sub fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunder then, except for claims under the Confidentiality Agreement, the Company’s rights under Section 9.06 shall be 11.13 to require Buyer, LP Holdings and/or Merger Sub to specifically perform its obligations under this Agreement, the Company’s sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil in tort or otherwise) of Seller against Buyer, its AffiliatesLP Holdings or Merger Sub in respect of this Agreement and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this Article 9 and receive payment when payable pursuant to Section 9.5(a) of (i) the Buyer Termination Fee (from Buyer or from Sponsor pursuant to the Limited Guarantee to the extent provided therein), (ii) any interest and other amounts payable pursuant to Section 9.5 and (iii) any amounts payable pursuant to the reimbursement or its indemnification obligations set forth in Section 5.9 (collectively, the “Buyer Payment Obligations”), and upon payment of the Buyer Payment Obligations by Buyer (or their respective Representatives by Sponsor pursuant to the Limited Guarantee to the extent provided therein), Buyer, LP Holdings and Merger Sub shall not have any further liability or obligation relating to or arising out of this Agreement, any contract executed in connection herewith (including the Commitment Letters, but excluding the Confidentiality Agreement) or any sources of Debt Financingthe transactions contemplated hereby or thereby. Except with respect to right of the Company to receive payment of the Buyer Payment Obligations and the Company’s rights expressly set forth in Section 11.13, the Equity Commitment Letter and the Limited Guarantee, the Company shall thereafter not be entitled to bring and shall in each caseno event support, for facilitate, encourage or take any Losses action, claim, suit or Liabilities proceeding other than opposing the bringing of any kind action, claim, suit or proceeding (including under any losses of legal theory, whether in law or in equity) against any such Person for the benefit of the bargainBuyer Related Parties with respect to, opportunity costarising out of, loss of premium, time value of money relating to or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or in connection with the failure of the Closing to occur or otherwise in connection with this Agreement for a breach or failure to perform hereunder, under the Commitment Letter, the Transactions (and the abandonment Letters or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach)otherwise. For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated notwithstanding anything to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained contrary in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating to or arising out of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annum.67 NY\7370590.17

Buyer Termination Fee. In the event that (a) If this Agreement is validly terminated by the Seller pursuant to Section 9.01(d)(iii8.1(d)(iii) (the “Termination Event”), then the Buyer shall promptly, but in no event later than five Business Days after the date of such termination pay or cause to be paid to the Seller, a fee equal to $4,850,000 (the “Termination Fee”); then provided, that, notwithstanding the foregoing, the Buyer shall be entitled to proceed with the Closing no later than five Business Days after such termination and, if the Buyer elects to proceeds with the Closing, the Buyer shall have no obligation or liability to pay the Buyer Termination Fee to whatsoever and such termination by the Seller by wire transfer shall be null and void for all purposes under this Agreement. (b) Except for the Buyer, no other Person, including any Affiliate of same-day funds on the Buyer or prior any Financing Source Related Party, shall have any liability for any obligation or liability to the fifth (5th) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive the Buyer Termination Fee pursuant to this Section 9.06 shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing or any of the corporate veil its Affiliates or otherwise) any of Seller against Buyer, its Affiliates, or its or their respective Representatives direct or any sources of Debt Financing, in each case, indirect equity holders for a claim for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) Loss suffered or incurred by Seller as a result of any breach of this Agreement, any representationfinancing commitment, warranty, covenant or agreement or the failure of the Closing transactions contemplated hereby to be consummated, or otherwise in respect of any oral representation made or alleged to have been made in connection with this Agreement herewith or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such terminationtherewith, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at lawLaw, in equity, in contract, in tort or otherwise otherwise. (other than Liability for Buyer’s Willful Breachc) The parties further acknowledge and agree that any amount payable pursuant to Section 8.3(a) does not constitute a penalty but shall constitute liquidated damages to compensate the Seller. Upon payment of the Termination Fee, neither the Buyer nor any Financing Source Related Party or any of their respective Affiliates shall have any liability or obligation to the Seller or any of its Affiliates whatsoever (whether at Law, in equity, in contract, in tort or otherwise). For Notwithstanding anything to the avoidance contrary set forth in this Agreement, payment of doubt, in no event will the Termination Fee to the Seller shall be the Seller’s and its Affiliates’ sole and exclusive remedy against the Buyer or any lender participating in the Debt Financing and their respective Affiliates as a result of and following a Termination Event, and under no circumstances shall: (i) the Seller or any of its Affiliates be obligated entitled to payany non-monetary or other relief against the Buyer or any Financing Source Related Party or any of their respective Affiliates (whether at Law, in equity, in contract, in tort or otherwise), unless the Seller elects specific performance under Section 9.11 to the extent available (in which case, if the Seller elects specific performance, such specific performance pursuant to Section 9.11 shall be the sole and exclusive remedy against the Buyer, any Financing Source Related Party and their respective Affiliates and neither the Seller nor any other Person shall have any right to, or cause any right to be paiddemand payment of, the Termination Fee or any other amount whatsoever); and (ii) the Buyer be required to pay the Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating to or arising out of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annumoccasion.

Buyer Termination Fee. In (a) If the event that Sellers’ Representative terminates this Agreement is validly terminated by Seller pursuant to Sections 10.1(c) or 10.1(e), then US Buyer shall pay to the Sellers’ Representative a fee equal to the amount set forth in Section 9.01(d)(iii10.3(a) of the Disclosure Schedule in cash (the “Buyer Termination Fee”); then . US Buyer shall pay the Buyer Termination Fee to Seller by wire transfer of same-day funds on or prior to the fifth Sellers’ Representative (5th) Business Day following such termination to an account designated in writing by the Sellers’ Representative) concurrently with such termination of this Agreement by US Buyer or no later than three Business Days after the date of the applicable termination by the Sellers’ Representative. US Buyer acknowledges that the provisions of this Section 10.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Seller Parties would not enter into this Agreement. If, in writingorder to obtain payment of the Buyer Termination Fee, the Sellers’ Representative commences a suit that results in a judgment for the Sellers’ Representative requiring US Buyer to pay the Buyer Termination Fee, US Buyer shall pay the Sellers’ Representative’s reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Sellers’ Representative in connection with such suit. In light of the difficulty of accurately determining actual Losses with respect to the foregoing, the Parties acknowledge that the Buyer Termination Fee, in the circumstances in which such Buyer Termination Fee becomes payable, constitutes a reasonable estimate of the Losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages and is not a penalty. Under no circumstances shall US Buyer be required to pay the Buyer Termination Fee on more than one occasion. (b) Notwithstanding anything to the contrary in this Agreement, Seller’s right if this Agreement is terminated under circumstances in which US Buyer is obligated to receive pay the Buyer Termination Fee pursuant to this Section 9.06 10.3, the payment of the Buyer Termination Fee and, if applicable, the costs and expenses of the Sellers’ Representative pursuant to Section 10.3(a) shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil in tort or otherwise) of the Seller Parties, the Sellers’ Representative or any of their Affiliates or any other Seller Related Party against any Buyer, its any Financing Source or prospective Financing Source of such Buyer, any of their respective direct or indirect former, current and future Affiliates, stockholders, partners, members, directors, officers, employees, agents, representatives, holders of any Equity Interests, controlling Persons or its or their respective Representatives Representatives, or any sources future holders of Debt Financingany Equity Interests, in each casecontrolling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, stockholders or assignees of any of the foregoing (the “Buyer Related Parties”) for any and all Losses that may be suffered based upon, resulting from or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for circumstances giving rise to such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess and upon payment of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of this Agreementand, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain if applicable, such costs and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure expenses of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except Sellers’ Representative in connection accordance with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e10.3(a), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount none of the Buyer Termination Fee Related Parties shall have any further Liability relating to or arising out of this Agreement or any other of the Transaction DocumentDocuments or the transactions contemplated by this Agreement or any of the Transaction Documents or otherwise, including and no Person will have any rights or claims against any of the breach of any representation, warranty, covenant, Buyer Related Parties hereunder or agreement in this Agreement, thereunder. Upon receipt by the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment Sellers’ Representative of the Buyer Termination Fee and, if applicable, the costs and (iii) monetary damages as a result expenses of Buyer’s Willful Breach or payment obligations of Buyer to Seller the Sellers’ Representative pursuant to Section 6.13(e10.3(a), the Sellers’ Representative agrees to cause any Proceeding pending in no event shall Seller connection with this Agreement or the transactions contemplated hereby (including any Proceeding related to the Financing) by any of the Sellers’ Representative, Sellers or the Target Companies against any Buyer or any of its Affiliates Buyer Related Party, and to use reasonable best efforts to cause any such Proceeding by any other Person against any Buyer or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. AccordinglyRelated Party, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annumdismissed with prejudice promptly.

Buyer Termination Fee. In the event that (a) If this Agreement is validly terminated by the Seller pursuant to Section 9.01(d)(iii8.1(d)(iii) (the “Termination Event”), then the Buyer shall promptly, but in no event later than five Business Days after the date of such termination pay or cause to be paid to the Seller, a fee equal to $4,850,000 (the “Termination Fee”); then provided, that, notwithstanding the foregoing, the Buyer shall be entitled to proceed with the Closing no later than five Business Days after such termination and, if the Buyer elects to proceeds with the Closing, the Buyer shall have no obligation or liability to pay the Buyer Termination Fee to whatsoever and such termination by the Seller by wire transfer shall be null and void for all purposes under this Agreement. (b) Except for the Buyer, no other Person, including any Affiliate of same-day funds on the Buyer or prior any Financing Source Related Party, shall have any liability for any obligation or liability to the fifth (5th) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive the Buyer Termination Fee pursuant to this Section 9.06 shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing or any of the corporate veil its Affiliates or otherwise) any of Seller against Buyer, its Affiliates, or its or their respective Representatives direct or any sources of Debt Financing, in each case, indirect equity holders for a claim for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) Loss suffered or incurred by Seller as a result of any breach of this Agreement, any representationfinancing commitment, warranty, covenant or agreement or the failure of the Closing transactions contemplated hereby to be consummated, or otherwise in respect of any oral representation made or alleged to have been made in connection with this Agreement herewith or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such terminationtherewith, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at lawLaw, in equity, in contract, in tort or otherwise otherwise. (other than Liability for Buyer’s Willful Breachc) The parties further acknowledge and agree that any amount payable pursuant to Section 8.3(a) does not constitute a penalty but shall constitute liquidated damages to compensate the Seller. Upon payment of the Termination Fee, neither the Buyer nor any Financing Source Related Party or any of their respective Affiliates shall have any liability or obligation to the Seller or any of its Affiliates whatsoever (whether at Law, in equity, in contract, in tort or otherwise). For Notwithstanding anything to the avoidance contrary set forth in this Agreement, payment of doubt, in no event will the Termination Fee to the Seller shall be the Seller’s and its Affiliates’ sole and exclusive remedy against the Buyer or any lender participating in the Debt Financing and their respective Affiliates as a result of and following a Termination Event, and under no circumstances shall: (i) the Seller or any of its Affiliates be obligated entitled to payany non-monetary or other relief against the Buyer or any Financing Source Related Party or any of their respective Affiliates (whether at Law, in equity, in contract, in tort or otherwise), unless the Seller elects specific performance under Section 9.11 to the extent available (in which case, if the Seller elects specific performance, such specific performance pursuant to Section 9.11 shall be the sole and exclusive remedy against the Buyer, any Financing Source Related Party and their respective Affiliates and neither the Seller nor any other Person shall have any right to, or cause any right to be paiddemand payment of, the Termination Fee or any other amount whatsoever); and (ii) the Buyer be required to pay the Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating to or arising out of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annumoccasion.

Buyer Termination Fee. (a) In the event that this Agreement is validly terminated by Seller (i) Arcade pursuant to Section 9.01(d)(iii8.1(a)(ii) (other than in any instance in which Buyer would have a right to terminate this Agreement under Section 8.1(a)(iii) or (v); , including, without, limitation, pursuant to an exercise by Buyer of its rights under Section 8.1(a)(v), to the extent a Material Adverse Change has occurred and is continuing) or (iv), or (ii) Buyer pursuant to Section (vi), then Buyer shall pay or cause to be paid to Arcade a termination fee of $700,000 (the “Buyer Termination Fee to Seller by wire transfer of same-day funds on or prior to the fifth Fee”) within two (5th2) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive the Buyer Termination Fee pursuant to this Section 9.06 shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwise) of Seller against Buyer, its Affiliates, or its or their respective Representatives or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for business days after such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, shall the Buyer Termination Fee on more than one occasion be due and owing in the event this Agreement is terminated pursuant to Section 8.1(a)(i). (b) Notwithstanding anything to the contrary in this Agreement, in the event the Closing does not occur, (i) if Arcade is entitled to receive the Buyer Termination Fee, Arcade’s receipt of an amount equal to the Buyer Termination Fee from Buyer, shall be the sole and exclusive remedies of Arcade and its Affiliates against Buyer and its Affiliates and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, members, managers, general or limited partners or assignees (collectively, the “Buyer Related Parties”) or any amounts in excess Financing Source and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees for any loss suffered as a result of the failure of the transactions contemplated by the Agreement or the Financing to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally, knowingly, willfully or otherwise, including a willful breach) or otherwise, and (ii) upon Arcade’s receipt of the Buyer Termination Fee (except as may be finally determined by a court Fee, none of competent jurisdiction as a result the Buyer Related Parties nor any Financing Source and any of Buyer’s Willful Breach)their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. Each Party hereto acknowledges that For the agreements contained in this Section 9.06 are an integral part avoidance of doubt, under no circumstances will the Buyer Related Parties or any Financing Source, including for any type of damage relating to this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and liable for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating to or arising out of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annum.

Buyer Termination Fee. In the event that (a) If this Agreement is validly terminated by Seller the Company pursuant to Section 9.01(d)(iii12.1(a)(iv)(1) or Section 12.1(a)(iv)(3) (or by the Buyer or the Company pursuant to Section 12.1(a)(ii); , Section 12.1(a)(iii)(2) or Section 12.1(a)(iv)(2) at a time when the Company had the right to terminate this Agreement pursuant to Section 12.1(a)(iv)(1) or Section 12.1(a)(iv)(3)), then the Buyer shall pay or cause to be paid an amount in cash equal to forty million dollars ($40,000,000) (the Buyer “Termination Fee Fee”) to Seller the Company as soon as reasonably practicable (and in any event within the later of (x) five (5) Business Days, following such termination and (y) the Business Day following the Buyer’s receipt from the Company of the wire information referred to below), by wire transfer of same-day immediately available funds on or prior to the fifth (5th) Business Day following such termination to an account designated in writing by Seller the Company. The parties hereto acknowledge and hereby agree that in writing. Notwithstanding anything no event shall the Buyer Related Parties or any of them be required to pay, or to cause to be paid, the Termination Fee on more than one occasion. (b) The Company’s receipt of the Termination Fee (including any interest thereon or other amounts payable pursuant to the contrary last sentence of Section 12.3(c)) in this Agreement, Seller’s right to receive full from the Buyer Termination Fee pursuant to this and in accordance with Section 9.06 12.3(a) shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwiseCompany and its Affiliates against the Buyer and its Affiliates (including the Guarantor) and each of Seller against Buyertheir respective representatives, its officers, directors, employees, Affiliates, partners, managers, members, stockholders or other equityholders and the Debt Financing Sources (collectively, the “Buyer Related Parties”) for any Damages suffered by the Company or its Affiliates as a result of the failure of the Closing to occur or their respective Representatives for any breach or failure to perform hereunder, or any sources inaccuracy of Debt Financingany representation or warranty, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for in the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of event the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach)does not occur, and Seller no Buyer Related Party shall not be entitled to assert, bring have any further liability or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee obligation relating to or arising out of this Agreement or any document related hereto (except for the Confidentiality Agreement in accordance with its terms) or the transactions contemplated hereby; provided that nothing in this Section 12.3 shall limit the ability of the Company to recover for the reimbursement and indemnity obligations set forth in Section 7.9(c) (including pursuant to the Guarantee) and Section 7.1(a) and any such reimbursement or indemnification payment shall not reduce the amount of the Termination Fee; provided, further, that nothing in this Section 12.3(b) shall restrict the Company’s entitlement to seek and obtain specific performance as and to the extent permitted by Section 13.15 or to exercise its rights as a third party beneficiary pursuant to the Equity Commitment Letter prior to the termination of this Agreement. Notwithstanding anything herein to the contrary, prior to the Closing, in no event shall the Company or any of its Affiliates be entitled to seek or obtain any recovery or judgment in excess of the Termination Fee (plus any amounts payable pursuant to the reimbursement and indemnity provisions of Section 7.9(c) or Section 7.1(a) or pursuant to the last sentence of Section 12.3(c)), against any of the Buyer Related Parties or any of their respective assets, and in no event shall the Company or any of its Affiliates be entitled to seek or obtain any other Transaction Documentdamages of any kind against any Buyer Related Party for, or with respect to, this Agreement or the transactions contemplated hereby, including any breach by the breach of any representation, warranty, covenant, or agreement in this AgreementBuyer, the termination of this Agreement, or the failure to consummate the Transactions. While Seller may concurrently transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided, however, that nothing contained herein shall limit the right of the Company to seek each and obtain specific performance of this Agreement, pursuant to, and subject to the limitations in Section 13.15 prior to the termination of this Agreement or to exercise its rights as a third party beneficiary pursuant to the Equity Commitment Letter; and provided, further, that in no event will the Company or its Affiliates be entitled to both (iI) a the payment of the Termination Fee and (II) the grant of specific performance requiring the Buyer to cause the Equity Financing to be funded to pay the Estimated Cash Purchase Price or of the Buyer’s obligation to consummate the Transactions Closing. Notwithstanding anything herein to the contrary, the Company and the Sellers (on behalf of their members, shareholders, Affiliates, officers, employees and representatives) hereby irrevocably waive any and all rights and claims against any Buyer Related Party (other than (w) the Buyer under this Agreement, including the Company’s right to specific performance pursuant to Section 13.15 (subject to the terms and limitations hereby), (x) the Guarantor with respect to its obligations to the extent provided for under the Guarantee (and subject to the limitations therein), (y) in connection with any exercise of the Company’s third party beneficiary rights under and in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee Equity Commitment Letter or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment in connection with any exercise of the Buyer Termination Fee and (z) monetary damages as a result of BuyerCompany’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller rights pursuant to the Confidentiality Agreement) in connection with this Section 9.06Agreement or the Financing Commitments, andwhether at Law or in equity, in order to obtain such paymentcontract, Seller commences a suit in tort or otherwise; provided, however, that results in a judgment against Buyer for all or a portion the foregoing shall not limit the right of the Buyer Termination FeeCompany to seek and obtain specific performance of this Agreement pursuant to, Buyer shall pay and subject to Seller or its designees interest on the amount limitations in, Section 13.15 prior to any valid termination of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annumthis Agreement.

Buyer Termination Fee. In the event that (a) If this Agreement is validly terminated by Seller pursuant Buyer under Section 6.3(g), Buyer will pay to Sellers, in accordance with their respective Pro Rata Percentages, a termination fee of $5,000,000 (the “Buyer Termination Fee”). Any Buyer Termination Fee due will be paid to Sellers by wire transfer of immediately available funds promptly, and in any event within three Business Days, after the date of termination of this Agreement. For the avoidance of doubt, while Sellers may pursue both a grant of specific performance in accordance with Section 9.01(d)(iii); then 8.3(a) and any other remedy available to Sellers, under no circumstances will Sellers be permitted or entitled to receive both a grant of specific performance that results in a Closing and any portion of the Buyer Termination Fee. In no event shall pay the Sellers be entitled to collect the Buyer Termination Fee to Seller by wire transfer of same-day funds on or prior to the fifth (5th) Business Day following such termination to an account designated by Seller in writingmore than one occasion. Notwithstanding The parties further agree that, notwithstanding anything to the contrary in this Agreement, Seller’s right to receive the Buyer Termination Fee pursuant to monetary remedy set forth in this Section 9.06 6.5 shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwiseSellers and their Affiliates against any Buyer Related Party for any Loss suffered in the circumstances in which a Buyer Termination Fee is payable. (b) Upon payment of Seller against Buyerthe Buyer Termination Fee, its Affiliates, or its or (i) neither the Sellers nor any Acquired Company nor any of their respective Representatives or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller Affiliates shall not be entitled to assert, bring or maintain, maintain any Action against Buyer, its Buyer Parent, or any of their Affiliates or any of its or their respective Representatives Affiliates’ former, current or any future officers, directors, partners, shareholders, managers, members, agents or financing sources of Debt (including, without limitation, the Financing Sources) (each, a “Buyer Related Party”) arising out of or in connection with this Agreement, any contract or agreement executed in connection herewith (including the Commitment Letter, Letters) or any of the Transactions transactions contemplated hereby or thereby (and or the abandonment or termination thereof) or any matter matters forming the basis for such termination, whether by or through attempted piercing termination and (ii) each of the corporate veil or Sellers and the Acquired Companies shall cause any legal or equitable proceeding whether at law, Action pending in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of connection with this Agreement, that any contract or agreement executed in connection herewith (including the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure Commitment Letters) or any of the actual damages that may transactions contemplated hereby or thereby (or the abandonment or termination thereof), to the extent maintained by such Seller, Acquired Company or any of their Affiliates against any Buyer Related Party, to be incurred and constitute liquidated damages and not a penaltydismissed with prejudice promptly, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of event within five (5) Business Days after the amount of the Buyer Termination Fee relating to or arising out of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annum.

Buyer Termination Fee. In the event that (a) If this Agreement is validly terminated terminated: (i) by Seller pursuant to Section 9.01(d)(iii8.01(d) or Section 8.01(e); , (ii) by Seller or Buyer pursuant to any other subsection of Section 8.01, and at the time of such termination, the conditions set forth in Section 8.01(d) or Section 8.01(e) shall have been satisfied, or (iii) by Seller or Buyer pursuant to Section 8.01(b)(i), and at the time of such termination, the condition set forth in Section 7.01(a) has not been satisfied, then promptly, but in no event later than five Business Days after the date of such termination, Buyer shall pay the Buyer Termination Fee to Seller a termination fee, without offset or reduction of any kind, equal to $82,500,000, by wire transfer of same-day immediately available funds on to one or prior to the fifth (5th) Business Day following such termination to an account more accounts designated in writing by Seller in writing. Notwithstanding anything to (the contrary in this Agreement, Seller’s right to receive the “Buyer Termination Fee pursuant to this Section 9.06 shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwise) of Seller against Buyer, its Affiliates, or its or their respective Representatives or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful BreachFee”). For the avoidance of doubt, in In no event will shall Buyer or its Affiliates be obligated required to pay, or cause to be paid, pay the Buyer Termination Fee on more than one occasion or any amounts in excess hereunder. (b) Subject to the further provisions of this Section 8.04(b) (and related provisions thereto), if Buyer is required to, and does, pay the Buyer Termination Fee pursuant to Section 8.04(a), the right to receive, and the receipt of, the Buyer Termination Fee by Seller in full from Buyer pursuant to Section 8.04(a) (except as may together with any amounts payable pursuant to Section 8.04(c)) shall be finally determined the sole and exclusive remedy of Seller and the Company of any kind whatsoever against Buyer, its Affiliates and the Financing Sources and each of their respective Related Parties for any damages suffered by a court of competent jurisdiction Seller or the Company as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part failure of this the Closing to occur or for any breach or failure to perform hereunder or under the other Transaction Documents or the Definitive Financing Agreement, that the damages resulting from termination or any inaccuracy of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except any representation or warranty or otherwise in connection with the Agreement or the Contemplated Transactions, and none of Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages its Affiliates or the Financing Sources or any other recovery, judgment, of their respective Related Parties shall have any further liability or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee obligation relating to or arising out of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of other Transaction Documents, the Definitive Financing Agreement or the Contemplated Transactions; provided, however, that nothing in this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Section 8.04 shall limit Buyer’s obligation indemnification obligations or the ability of Seller to consummate recover reimbursement for costs and expenses, in each case, to the Transactions extent expressly provided in accordance with Section 10.10, (ii) payment 6.14 and no such indemnification nor reimbursement shall reduce the amount of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer Fee. Notwithstanding anything to Seller pursuant to Section 6.13(e)the contrary set forth in this Agreement, in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both seek or obtain any recovery or judgment arising out of, or related to, any breach of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annum.this

Buyer Termination Fee. In the event event: (a) that Buyer terminates this Agreement is validly terminated by Seller pursuant to Section 9.01(d)(iii10.1(d)(4), Section 10.1(d)(5), Section 10.1(d)(6) or Section 10.1(d)(8); then or (b) that Seller terminates this Agreement pursuant to Section 10.1(c)(3); (provided that in each case, Buyer was not in material breach of this Agreement in such a manner that would entitle Seller to terminate this Agreement in accordance with Section 10.1(b)), Seller shall pay to Buyer an amount equal to Six Million Two Hundred Fifty Thousand Dollars ($6,250,000) (the “Buyer Termination Fee”). The Buyer Termination Fee shall be paid to Buyer or its designee by the Seller by wire transfer of same-day funds on or prior to the fifth first (5th1st) Business Day following such the date of termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in of this Agreement, Sellerwhich shall not be subject to any set-off or counterclaim. The Parties acknowledge and agree that if Buyer or Seller shall terminate this Agreement as provided immediately above, Buyer’s damages would be difficult or impossible to quantify with reasonable certainty, and accordingly the payment provided for in this Section 10.4 is a payment of liquidated damages (and not penalties) which is a based on the Parties’ estimate of the damages Buyer will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement. Seller irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. For greater certainty, Buyer agrees that the right to receive payment of the Buyer Termination Fee amount determined pursuant to this Section 9.06 shall be 10.4 in the manner provided herein is the sole and exclusive remedy of Buyer in the event of a termination covered by clauses (whether at lawa), (b) or (c) of this Section 10.4 and Buyer irrevocably waives any right it may have to seek equitable remedies including but not limited to specific performance, or to seek additional expenses or damages from Seller with respect to such termination but no limitation is intended on Buyer’s remedies in equity, in contract, tort, through piercing the event of a termination under Section 10.1(b) or 10.1(c)(2) by reason of the corporate veil or otherwise) of Seller against Buyer, its Affiliates, or its or their respective Representatives or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred breach by Seller as a result of any breach of any representation, warranty, covenant or agreement or to complete the failure of the Closing or otherwise transaction contemplated hereby when required to do so in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection accordance with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating to or arising out of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annum.

Buyer Termination Fee. The Buyer shall pay the Company a termination fee of One Hundred and Seventy-Five Million Dollars ($175,000,000) (the “Buyer Termination Fee”) if this Agreement is terminated by the Company pursuant to Section 8.1(h) or Section 8.1(i). In the event that this Agreement is validly terminated by Seller the Company shall receive full payment of the Buyer Termination Fee, the receipt of the Buyer Termination Fee, together with any indemnification or reimbursement owed pursuant to Section 9.01(d)(iii5.4(d) or Section 8.3(e); then Buyer shall pay the Buyer Termination Fee to Seller by wire transfer of same-day funds on or prior to the fifth (5th) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive the Buyer Termination Fee pursuant to this Section 9.06 shall be deemed to be liquidated damages and the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwise) Company and its Subsidiaries and shareholders against the Buyer and the Transitory Subsidiary and each of Seller against Buyer, its Affiliates, or its or their respective Representatives former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees and any sources and all former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of Debt Financingany of the foregoing, in and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, and any Financing Source and each caseAffiliate, officer, director, employee, controlling person, advisor, agent, attorney or representatives of any Financing Source (each, a “Buyer Related Table of Contents Party”, and collectively, the “Buyer Related Parties”) and no Buyer Related Party shall have any other liability or obligation for any Losses or Liabilities of any kind (including any all losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) damages suffered or incurred by Seller as a result of the Company or any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise other person in connection with this Agreement or (and the Commitment Lettertermination hereof), the Transactions transactions contemplated hereby (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by and neither the Company nor any other person shall be entitled to bring or through attempted piercing maintain any other claim, action or proceeding against the Buyer, the Transitory Subsidiary or any other Buyer Related Party arising out of this Agreement, any Commitment Letter or the Guarantee, any of the corporate veil transactions contemplated hereby or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability matters forming the basis for Buyer’s Willful Breach)such termination. For the avoidance of doubt, in doubt (1) under no event circumstances will Buyer or its Affiliates the Company be obligated entitled to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating (and any payment pursuant to Section 5.4(d) or arising out of this Agreement or any other Transaction Document, including Section 8.3(e)) and (2) while the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller Company may concurrently seek each of (i) pursue both a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) 9.10 and the payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to under this Section 6.13(e8.3(d), in under no event circumstances shall Seller the Company be permitted or any of its Affiliates or any of their respective Representatives be entitled to (A) receive both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a Closing and any portion of the Buyer Termination Fee, . The parties hereto acknowledge and agree that in no event shall the Buyer shall be required to pay to Seller or its designees interest on the amount of the Buyer Termination Fee from on more than one occasion, whether or not the Buyer Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events. Any Buyer Termination Fee due shall be paid to the Company by wire transfer of same-day funds within two Business Days after the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annumof termination of this Agreement.

Buyer Termination Fee. (a) In the event that the Company terminates this Agreement is validly terminated by Seller pursuant to Section 9.01(d)(iii7.1(b) or Section 7.1(d); , then in such case, if at such time all conditions to Parent’s, Buyer’s and Merger Sub’s obligations to consummate the Merger and the Transactions will have been satisfied (other than those conditions that by their nature are expected to be satisfied as of the Closing or by actions taken at the Closing or other conditions that are not satisfied as a result of the events which gave rise to the right to terminate pursuant to Section 7.1(b) or Section 7.1(d)), then at the Company’s option, Buyer will pay to the Company a termination fee of $54,000,000 in cash in immediately available funds (the “Buyer Termination Fee”). In the event that the Company or Buyer terminates this Agreement pursuant to Section 7.1(b) and at such time all conditions to Parent’s, Buyer’s and Merger Sub’s obligations to consummate the Merger and the Transactions will have been satisfied and all conditions to the Company’s obligation to consummate the Merger and the Transactions will have been satisfied (in each case other than those conditions that by their nature are expected to be satisfied as of the Closing or by actions taken at the Closing) except the condition set forth in Section 6.1(a), then Buyer shall will pay to the Company the Buyer Termination Fee in cash in immediately available funds. In the event that the Company receives full payment pursuant to Seller by wire transfer this Section 7.3, the receipt of same-day funds on or prior to the fifth (5th) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive the Buyer Termination Fee pursuant will be deemed to this Section 9.06 shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwise) of Seller against Buyer, its Affiliates, or its or their respective Representatives or any sources of Debt Financing, in each case, liquidated damages for any and all Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or Company in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by and neither the Company nor any other Person will be entitled to bring or through attempted piercing of the corporate veil maintain any Action against Parent, Buyer, Merger Sub or any legal of their respective Affiliates arising out of or equitable proceeding whether at lawin connection with this Agreement, in equity, in contract, in tort the Transactions (or otherwise (other than Liability the abandonment or termination thereof) or any matters forming the basis for Buyer’s Willful Breach)such termination. For the avoidance of doubt, The Parties understand that in no event will Buyer or its Affiliates be obligated required to pay, or cause to be paid, pay the Buyer Termination Fee on more than one occasion or any amounts in excess occasion. For the avoidance of doubt, unless the Company exercises its option to receive the Buyer Termination Fee as provided in the first sentence above and receives such Buyer Termination Fee or the Company receives the Buyer Termination Fee as provided in the second sentence above, nothing in this Agreement limits the Company’s right to xxx Parent, Buyer or Merger Sub for damages in accordance with and subject to Section 7.2(a)(iii) or seek specific performance or other equitable relief. (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges b) Buyer and Merger Sub acknowledge that the agreements contained in this Section 9.06 7.3 are an integral part of this Agreementthe Transactions, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller the Company would not have entered enter into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating to or arising out of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly; accordingly, if Buyer fails to promptly timely pay the amounts any amount due to Seller pursuant to this Section 9.067.3, and, in order to obtain such the payment, Seller the Company commences a suit that an Action which results in a judgment against Buyer for all or a portion of the Buyer Termination FeeParent, Buyer shall or Merger Sub, Buyer will pay to Seller or the Company its designees reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such suit, together with interest on such amount at the amount of prime rate as published in the Buyer Termination Fee from Wall Street Journal in effect on the date such payment was required to be made until through the date such payment is received at a rate equal to seven percent (7%) per annumwas actually received.

Buyer Termination Fee. (a) In the event that this Agreement is validly terminated by Seller pursuant to Section 9.01(d)(iii8.1(b)(i); then , Buyer shall pay the Buyer Termination Fee or cause to be paid to Seller by wire transfer of same-day funds an amount equal to $100,000,000 (the “Buyer Termination Fee”) promptly, but in no event later than two Business Days after such termination, it being understood that in no event shall Buyer be required to pay the Buyer Termination Fee on or prior more than one occasion. In the event the Buyer Termination Fee is payable pursuant to this Section 8.3(a) and subject to Seller’s rights under, and subject to the fifth (5th) Business Day following such termination limitations of, Section 9.14 to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreementpursue specific performance against Xxxxx, Seller, on behalf of itself and its Affiliates, acknowledges and agrees that Seller’s right to receive the Buyer Termination Fee pursuant to this Section 9.06 from Buyer shall be the sole and exclusive remedy (of Seller and its Affiliates against Buyer. In furtherance thereof, none of Buyer, Buyer Parent, the parties to the Debt Commitment Letter or Equity Commitment Letter and any of their respective general or limited partners, managers, officers, directors or employees, and that no past, present or future incorporators, equityholders, Affiliates, agents, trustees, investors, or Representatives of Buyer or any of its or their respective Affiliates shall have any liability or obligation for, and Seller and its Affiliates shall not otherwise make any claim for, any matter under, relating to or arising out of, the this Agreement or the transactions contemplated hereby, whether at law, in equity, in based on contract, tort, through piercing of the corporate veil or otherwise) of Seller against Buyerstrict liability, its Affiliates, or its or their respective Representatives or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money other Laws or otherwise, or for any consequentialAction based on, specialin respect of, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result reason of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with foregoing except for their rights against Buyer under the Confidentiality Agreement, which shall survive the termination of this Agreement or the Commitment Letter, the Transactions in accordance with its terms. (and the abandonment or termination thereofb) or any matter forming the basis for such termination The parties acknowledge that (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereofi) or any matter forming the basis for such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 8.3 are an integral part of the transactions contemplated by this Agreement, that (ii) the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, but rather is liquidated damages, in a reasonable amount that will compensate Seller in the circumstances in which such fee is paid for the efforts and thatresources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, Seller the parties would not have entered enter into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating to or arising out of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annum.

Buyer Termination Fee. In (a) If Buyer terminates this Agreement pursuant to Section 9.01(b)(iii) or Seller terminates this Agreement pursuant to Section 9.01(c), other than termination because of a failure of any condition set forth in Section 7.01 or Section 7.03(c), and all of the conditions to Buyer’s obligations to consummate the Closing under Section 7.02 have been satisfied, Buyer shall instruct the Escrow Agent to pay to Sellers the Buyer Termination Fee, it being understood that in no event that shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. (b) If the parties mutually agree to terminate this Agreement, Buyer terminates this Agreement for any reason set forth in Section 9.01(b)(i), or (ii), Seller terminates this Agreement pursuant to Section 9.01(c) because of a failure of any condition set forth in Section 7.01 or Section 7.03(c), or either Party terminates this Agreement pursuant to Section 9.01(d), or this Agreement is validly terminated by Seller pursuant to terminated, voided, or made invalid for any reason not set forth in Section 9.01(d)(iii9.02(a); then , the Buyer shall not be required to pay the Buyer Termination Fee to Seller by wire transfer Sellers and the Buyer shall immediately be entitled to a return of same-day funds on or prior to the fifth Buyer Termination Fee from the Escrow Agent. (5thc) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s (i) Sellers’ right to receive payment of the Buyer Termination Fee pursuant to this Section 9.06 9.02 shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwise) of Seller against Buyer, its Affiliates, or its or their respective Representatives Sellers or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) their Affiliates against Buyer or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, of its Affiliates or its or any of their respective stockholders, partners, members or Representatives for any and all losses that may be suffered based upon, resulting from or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for circumstances giving rise to such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise and (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess ii) upon payment of the Buyer Termination Fee (except as may be finally determined by a court the Escrow Agent to Sellers, none of competent jurisdiction as a result Buyer or any of its Affiliates or any of their respective stockholders, partners, members or Representatives shall have any further liability or obligation relating to or arising out of Buyer’s Willful Breach). Each Party hereto acknowledges that 's failure to consummate the agreements contained in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination of transactions contemplated by this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure or any of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this AgreementAncillary Documents. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller In no event shall not Sellers seek any monetary (x) equitable relief or equitable remedies of any kind whatsoever or (y) money damages or any other recovery, judgment, or damages of any kind, including consequential, specialindirect, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee Fee, in each case, relating to or arising out of Buyer's failure to consummate the transactions contemplated by this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annumAncillary Documents.

Buyer Termination Fee. In the event that 9.3.1 If this Agreement is validly terminated by Seller pursuant to in accordance with Section 9.01(d)(iii); then 9.1.6, then, promptly, but in any event within ten (10) days after the date of such termination, Buyer shall pay the Buyer Termination Fee to Seller an amount in cash equal to $10,000,000.00 (the “Termination Fee”) by wire transfer of same-day immediately available funds on or prior to the fifth (5th) Business Day following such termination to an account or accounts designated in writing by Seller. If Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right shall be entitled to receive the Buyer Termination Fee pursuant to this Section 9.06 9.3, the delivery of such fee shall be deemed to be liquidated damages and not a penalty. Without limiting the rights of Seller pursuant to Section 11.5 and other than in connection with the enforcement of the Confidentiality Agreement, the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil in tort or otherwise) of Seller against Buyer, its Affiliates, or its or their respective Representatives or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against BuyerSeller, its Affiliates or and its or and their respective Affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and Representatives against (i) Buyer and the Sponsor, (ii) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders or assignees of purchaser or the Sponsor, (iii) any sources future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders or assignees of any of the foregoing or (iv) any Debt Financing arising out of Source for any breaches or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination violations of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e)all Losses, if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages liabilities, obligations, costs or expenses in an amount not in excess respect of this Agreement and the amount of transactions contemplated hereby (collectively, the “Buyer Termination Fee relating to Group”) for any breaches or arising out violations of this Agreement or any other Transaction DocumentAncillary Agreement contemplated hereby or thereby, including for any Willful Breach or fraud by any such Persons and for all Losses, damages, liabilities, obligations, costs or expenses in respect of this Agreement and any other Ancillary Agreement shall be (x) to terminate this Agreement in accordance with this Article 9 and collect, if due, the breach of any representation, warranty, covenant, Termination Fee or agreement in this Agreement, (y) following the termination of this Agreement in circumstances in which the Termination Fee is not payable, the Seller’s right to seek monetary damages from Buyer in the event of Buyer’s Willful Breach of this Agreement prior to the termination of this Agreement (provided that in no event shall Buyer be subject to monetary damages for Willful Breach of this Agreement in an amount in excess of an amount equal to the Termination Fee). Without limiting the rights of Seller pursuant to Section 11.5 and other than in connection with the enforcement of the Confidentiality Agreement, the Parties further acknowledge and agree that, the aggregate liability of the Buyer Group, under, or failure related to, this Agreement, shall not exceed an amount equal to consummate the Transactionsamount of the Termination Fee, whether or not this Agreement is terminated and regardless of the reason for any such termination. While Notwithstanding anything to the contrary herein, (1) in no event shall Seller may concurrently seek each of be entitled to receive both (ix) a grant of specific performance of Buyer’s obligation obligations to cause the Equity Financing or consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee transactions contemplated by this Agreement and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result (of Buyer’s Willful Breach and any kind whatsoever) in connection with this Agreement or any termination of this Agreement, (B2) both in circumstances in which the Termination Fee is payable, in no event will Seller be entitled to payment of (y) any monetary damages other than payment of the Buyer Termination Fee, (3) in circumstances in which the Termination Fee is not payable, payment of any monetary damages prior to termination of this Agreement or in excess of the amount of the Termination Fee, (4) in no event shall Seller be entitled to receive payment of both (x) the Termination Fee and (zy) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay and (5) in no event will the amounts due to Seller pursuant to Termination Fee be payable more than once. 9.3.2 The Parties acknowledge that the agreements contained in this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion 9.3 are an integral part of the Buyer Termination Feetransactions contemplated by this Agreement, Buyer shall pay to Seller or its designees interest on and that, without these agreements, the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annumParties would not otherwise enter into this Agreement.

Buyer Termination Fee. In the event (a) Buyer agrees that, if this Agreement shall be terminated by Seller (i) pursuant to Section 11.1(c), (d), (e) or (f) and a court of competent jurisdiction determines in a final judgment which is subject to no further appeal or review (or which is not fully bonded) in an action or proceeding to which both Seller and Buyer are parties, that this Agreement is was duly and validly terminated by Seller pursuant to such Section 9.01(d)(iiiand the circumstances giving rise to Seller’s ability to terminate were caused by an intentional or willful and material breach of this Agreement by Buyer or (ii) pursuant to Section 11.1(g) or 11.1(h), then, in each case, Seller shall be entitled to collect a fee of $150,000,000 (the “Buyer Termination Fee”) in cash in respect of all damages, fees and liabilities hereunder. (b) If the Buyer Termination Fee has become due and payable and an Investor Letter of Credit or Cash Collateral has been delivered pursuant to Section 7.15 or 11.5(e), Seller shall collect the Buyer Termination Fee by first attempting to draw with a conforming draft (and if required, a conforming declaration) upon the Investor Letter of Credit or withdrawing Cash Collateral as contemplated by Section 11.5(e), and Buyer upon such payment or withdrawal shall not have any further liability with respect to this Agreement or the transactions contemplated hereby (and such payment shall satisfy and discharge Buyer and each Buyer Affiliate from any and all liabilities and obligations arising under or in connection with this Agreement and the Investor Guarantees); then provided that if (x) an Investor Letter of Credit has been delivered pursuant to Section 7.15 or Section 11.5(e), (y) the Buyer shall Termination Fee is due and payable in accordance with this Agreement, and (z) full payment of the Buyer Termination Fee is not made under the Investor Letter of Credit for any reason (other than, at a time when the Investor Letter of Credit is in full force and effect, Seller did not present a conforming draft and, if required, a conforming declaration) at such time (such failure to pay the Buyer Termination Fee under such circumstances is an “LC Failure”), Seller shall be entitled to collect the Buyer Termination Fee, and the Buyer Termination Fee will be paid, as provided in Section 11.5(d); it being understood that in no event shall Seller by wire transfer be entitled to collect the Buyer Termination Fee more than once. After the initial delivery of same-day funds on an Investor Letter of Credit pursuant to Section 7.15 or prior 11.5(e), Buyer shall maintain an Investor Letter of Credit in full force and effect until the earliest to occur of (i) the fifth Closing, (5thii) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive collection of the Buyer Termination Fee pursuant to this Section 9.06 shall be 11.5, (iii) 30 days after the sole and exclusive remedy Arbitrator delivers an Unsatisfied Conditions Decision, (whether at law, in equity, in contract, tort, through piercing iv) after a termination of the corporate veil or otherwise) of Seller against Buyer, its Affiliates, or its or their respective Representatives or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred this Agreement by Seller as a result of pursuant to Section 11.1(c), (d), (e) or (f), 30 days after any claim or dispute with respect to whether there has been an intentional or willful and material breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined is resolved by a court of competent jurisdiction as in a result of Buyer’s Willful Breachfinal judgment which is subject to no further appeal or review in an action to which Buyer and Seller are both parties which determines that this Agreement was not duly and validly terminated by Seller pursuant to Section 11.1(c). Each Party hereto acknowledges , (d), (e) or (f) and/or that the agreements contained in this Section 9.06 are circumstances giving rise to Seller’s ability to terminate were not caused by an integral part intentional or willful and material breach of this AgreementAgreement by Buyer, (v) 10 Business Days after termination of the Agreement by Buyer pursuant to Section 11.1(c), (d), (e) or (f) (provided that this clause (v) is not applicable if prior to the damages resulting from expiration of such 10 Business Days Seller gives Notice to Buyer that it believes such termination was invalid), (vi) ten Business Days after termination of this Agreement under circumstances where a pursuant to Section 11.1(a), or (vii) ten Business Days after termination of this Agreement pursuant to Section 11.1(b) (provided that this clause (vii) is not applicable if prior to the expiration of such ten Business Days Seller gives Notice to Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that it believes such termination was invalid). If pursuant to clause (v) or (vii) above Seller has given Notice to Buyer that it believes that the amounts payable pursuant to termination of this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable Agreement by Buyer described in those clauses was invalid, Buyer shall not be required to maintain an Investor Letter of Credit in full force and effect after the earlier of (1) ten Business Days after Seller’s Notice to Buyer that Seller no longer believes that such termination was invalid, or (2) 30 days after any claim or dispute with respect to whether such termination by Buyer was valid is resolved by a court of competent jurisdiction in a final judgment which is subject to no further appeal or review in an action to which Buyer and Seller are both parties which determines that this Agreement was validly terminated by Buyer or Seller pursuant to Section 6.13(e11.1(b) or by Buyer pursuant to Section 11.1(c), if Closing (d), (e) or (f), as the case may be. If, within 15 Business Days before the stated expiration date of any Investor Letter of Credit, such Investor Letter of Credit has not occurredbeen extended or Buyer has not replaced such Investor Letter of Credit with a new Investor Letter of Credit delivered to Seller, then that is either (x) issued by the same bank and identical in form and substance (with changes only to the Letter of Credit number, the date of its issuance, and the expiration date (which must be at least three months later than the Investor Letter of Credit which it replaces)) as the Form of Investor Letter of Credit attached as Exhibit G to this Agreement, or (y) of like tenor, that is from a financial institution with a credit rating that is greater than or equal to the credit rating on the date of this Agreement of the financial institution that issued the original Investor Letter of Credit, and that is in form and substance reasonably acceptable to Seller, Seller shall not seek be entitled to draw upon such Investor Letter of Credit for the full face amount of $150,000,000 (or the reduced amount of any monetary damages or any other recoveryreplacement Investor Letter of Credit contemplated by Section 11.5(d) after an LC Failure) if Seller presents its conforming draft (and, judgmentif required, a conforming declaration) prior to the earliest occurrence of the dates in clauses (i), (ii), (iii), (iv), (v) (if applicable), (vi), or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess (vii) (if applicable) of the second preceding sentence or the date in the immediately preceding sentence. Upon Seller’s receipt of such $150,000,000 (or such reduced amount if the balance of the Buyer Termination Fee relating has been paid pursuant to or arising out Section 11.5(d)), the Buyer Termination Fee shall be deemed to have been paid to Seller, unless and until such amount is returned to Buyer in accordance with the following: if subsequently (i) after a termination of this Agreement by Seller pursuant to Section 11.1(c), (d), (e) or any other Transaction Document(f), including a court of competent jurisdiction determines in a final judgment which is subject to no further appeal or review in an action to which Buyer and Seller are both parties that this Agreement was not duly and validly terminated by Seller pursuant to Section 11.1(c), (d), (e) or (f), and/or that the circumstances giving rise to Seller’s ability to terminate this Agreement were not caused by an intentional or willful and material breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Agreement by Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment the Arbitrator delivers an Unsatisfied Conditions Decision or (iii) this Agreement is terminated under any other circumstances that do not entitle Seller to receive the Buyer Termination Fee, then in either case Seller shall return to Buyer any and all amounts drawn upon and received pursuant to such Investor Letter of Credit, together with interest thereon, such interest to be calculated using the 30 day LIBOR rate. Nothing in this Section shall affect the liability of Seller for wrongful draw on an Investor Letter of Credit. (c) If this Agreement is terminated pursuant to Section 11.1(h), then Seller may collect the Buyer Termination Fee by making demand on the Investor Guarantees delivered by BBIFNA AIV Two, LP and Bxxxxxx & Bxxxx International Pty Ltd or on any letter of credit or other security accepted by Seller for such purpose, and each of the guarantors thereunder, (and the appropriate parties with respect to any such letter of credit or other security) will thereupon pay to Seller the portion of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach set forth in its Investor Guarantee or such other documents. Upon such payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay not have any further liability with respect to this Agreement or the transactions contemplated hereby and such payment shall satisfy and discharge Buyer and each Buyer Affiliate from any and all liabilities and obligations arising under or in connection with this Agreement or the Investor Guarantee. (d) If an LC Failure occurs, such LC Failure may be cured within 30 days after Seller or its designees interest on the amount gives Buyer notice of such LC Failure (x) as to all Investors, by Buyer’s payment of the Buyer Termination Fee to Seller or (y) as to an Investor, by such Investor’s payment of its Investor Percentage of the Buyer Termination Fee to Seller. If an LC Failure is not cured as to an Investor within such 30 day period, Seller shall be entitled to collect such Investor’s Investor Percentage of the Buyer Termination Fee pursuant to such Investor’s Investor Guarantee. Upon payment pursuant to clause (x) of the first sentence of this Section 11.5(d), (i) Seller shall return the Investor Letter of Credit to Buyer for cancellation and release the issuing bank from the date all liability with respect to such LC Failure and (ii) such payment was shall satisfy and discharge Buyer and each Buyer Affiliate from any and all liabilities and obligations arising under or in connection with this Agreement or the Investor Guarantees. Upon a payment pursuant to clause (y) of the first sentence of this Section 11.5(d) or pursuant to an Investor Guarantee, (i) the amount of the Investor Letter of Credit required to be made until maintained pursuant to Section 11.5(b) shall be reduced by the date amount of such payment and (ii) such payment shall satisfy and discharge the Investor making such payment and each Person that is received included within the definition of Buyer Affiliate by reason of a relationship to such Investor (unless such other Person is also an Investor or is also a Buyer Affiliate by reason of a relationship with another Investor and in either case such other Investor has not made payment under its Investor Guarantee) from any and all liabilities and obligations arising under or in connection with this Agreement or such Investor’s Investor Guarantee. (e) If Buyer delivers Cash Collateral to Seller as contemplated by Section 7.15, it shall be held by Seller in a segregated account at a rate equal bank or other financial institution in the United States of America selected by Buyer and reasonably satisfactory to seven percent Seller and invested and disbursed as provided in this Section 11.5(e). Cash Collateral held by Seller shall be invested in debt securities issued by, or backed by the full faith and credit of, the United States of America having a remaining maturity of 30 days or less at the time of investment; interest received with respect to the Cash Collateral shall be paid to Buyer promptly upon receipt. Upon delivery to Seller of an Investor Letter of Credit, the Cash Collateral shall be delivered to Buyer. If (7%w) per annum.Buyer has delivered Cash Collateral to Seller as contemplated by Section 7.15, (x) no Investor Letter of Credit has been delivered to Seller, (y) this Agreement shall be terminated by Seller and (z) Seller shall be entitled to collect the Buyer Termination Fee in accordance with

Buyer Termination Fee. In the event that this Agreement is validly terminated by (i) any Seller pursuant to Section 9.01(d)(iii10.1(e) or 10.1(f); then , Buyer shall pay to the Sellers an amount in Dollars equal to $30,000,000 less any amounts otherwise already paid or reimbursed by or on behalf of Buyer hereunder (the “Buyer Termination Fee to Seller Fee”) within two Business Days following such termination, by wire transfer in immediately available funds to such account of same-day funds on the Sellers or prior to their respective designees as the fifth (5th) Business Day following such termination to an account Sellers shall have designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive in the event that the Buyer Termination Fee becomes payable, the payment of the Buyer Termination Fee from Buyer pursuant to this Section 9.06 10.3 or the guarantees thereof and of the “Additional Obligations” (as defined in the Limited Guarantee) pursuant to the Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil in tort or otherwise) of Seller the Sellers and their Affiliates against Buyer, its Guarantors, the Financing Sources, their respective Affiliates and any of their and their Affiliates’ respective former, current, or its future general or their respective Representatives limited partners, stockholders, managers, members, directors, officers, Affiliates or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person agents for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) Losses suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement this Agreement or the failure of the Closing transactions contemplated by this Agreement to be consummated, and none of Buyer, Guarantors, the Financing Sources, or otherwise in connection with any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the Commitment Lettertransactions contemplated by this Agreement. For the avoidance of doubt, in the Transactions event the Closing does not occur, in no event shall Buyer be subject to (and nor shall the abandonment or termination thereof) Sellers or any matter forming of their Affiliates seek to recover) monetary damages in excess of the basis amount of the Buyer Termination Fee, in the aggregate, for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing all Losses arising out of from or in connection with breaches by Buyer of its representations, warranties, covenants and agreements contained in this AgreementAgreement or arising from any claim or cause of action that the Sellers or any of their Affiliates may have, including for a breach of Article II hereof as a result of the Commitment Letter, Debt Financing not being available to be drawn down (including the Transactions Buyer Termination Fee). In no event shall the Sellers or any of their Affiliates seek to recover monetary damages from any of Buyer’s Affiliates or Representatives (other than as provided in the Limited Guarantee and subject to the abandonment or termination thereoflimitations therein) or any matter forming the basis for such terminationFinancing Sources, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubtotherwise, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating to or arising out respect of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in transactions contemplated by this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annum.

Buyer Termination Fee. In the event that (a) If this Agreement is validly terminated by Seller pursuant to Section 9.01(d)(iii11.1(d) or Section 11.1(e) (each, a “Specified Termination”); then , then, in the event of such Specified Termination, Buyer shall pay or cause to be paid to Seller a fee, in cash, equal to $25,000,000 (the “Buyer Reverse Termination Fee”). If this Agreement is terminated by (i) Seller or (ii) Buyer (solely at such a time at which Seller could otherwise terminate this Agreement pursuant to Section 11.1(f)) pursuant to Section 11.1(f) at a time at which the conditions to Closing set forth in either Section 7.1(a) or Section 7.1(b) (but for purposes of Section 7.1(a), only if such Restraint is attributable to an antitrust Law) shall have not been fulfilled, but all other conditions to Closing shall be or shall be capable of being fulfilled (assuming the Closing were to occur on the End Date) (together with the Specified Terminations, each a “Triggering Termination”), Buyer shall pay or cause to be paid to Seller a fee, in cash, equal to $17,500,000 (the “Buyer HSR Termination Fee”). (b) The Buyer Reverse Termination Fee or the Buyer HSR Termination Fee, if any, shall be paid to Seller within five (5) Business Days following a Triggering Termination, it being understood and agreed that, notwithstanding anything in this Agreement to the contrary, (i) in no event shall Buyer be required to pay or cause to be paid both the Buyer Reverse Termination Fee or the Buyer HSR Termination Fee, or the Buyer Reverse Termination Fee and/or the Buyer HSR Termination Fee on more than one occasion and (ii) in no event shall Seller be entitled to both (x) receive either the Buyer Reverse Termination Fee or the Buyer HSR Termination Fee and (y) specific performance of Buyer’s, Holdings’ and Newco’s obligation to pay the Purchase Price and effect the Closing (it being understood and agreed that such specific performance shall be available to Seller by wire transfer of same-day funds on or prior pursuant to, and only to the fifth extent permitted by, Section 12.15). (5thc) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything in this Agreement to the contrary contrary, (i) in this Agreement, Seller’s right to receive the Buyer Termination Fee pursuant to this Section 9.06 shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwise) of Seller against event that Buyer, its Affiliates, Holdings or its or their respective Representatives or any sources of Debt Financing, in each case, Newco fails to effect the Closing for any Losses reason or Liabilities of any kind no reason or otherwise breaches this Agreement (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of herein) prior to the Closing or otherwise in connection with fails to perform hereunder prior to the Closing (whether willfully, intentionally, unintentionally or otherwise), then, except for (x) the right of Seller to specific performance pursuant to, and only to the extent expressly permitted by, Section 12.15 and (y) the Financing Cooperation Obligations, Seller’s right (subject to the terms, conditions and limitations hereof) to terminate this Agreement pursuant to Section 11.1(d), Section 11.1(e) or Section 11.1(f) and receive from or on behalf of Buyer the Buyer Reverse Termination Fee or the Commitment LetterBuyer HSR Termination Fee, as applicable, pursuant to Section 11.3(a) shall be the Transactions sole and exclusive right and remedy (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise otherwise) of Seller, the Company, their respective successors and permitted assigns, and any Person claiming by, through or on behalf of any of them (it being expressly agreed that no other than Liability Person shall have any right or remedy in such circumstances) against any Person (including, for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer the Financing Parties), arising out of or its Affiliates be obligated relating to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of A) this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty(B) any breach by Buyer, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages Holdings or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating to or arising out of this Agreement or any other Transaction Document, including the breach Newco of any representation, warranty, covenant, obligation or agreement in this AgreementAgreement or Buyer’s, the termination of Holdings’ or Newco’s failure to perform under this Agreement, (C) the failure of Buyer, Holdings or failure Newco to consummate the Closing, (D) the Contemplated Transactions. While Seller may concurrently seek each of , and (iE) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10Debt Commitment Letter, and (ii) upon payment of the Buyer Reverse Termination Fee or the Buyer HSR Termination Fee, as applicable, none of Seller, the Company, their respective successors and permitted assigns, or any Person claiming by, through or on behalf of any of them (iiiit being expressly agreed that no other Person shall have any right or remedy in such circumstances) monetary damages as a result of Buyer’s Willful Breach shall have any right or payment obligations of Buyer to Seller pursuant to Section 6.13(e)remedy (whether at law, in no event shall Seller equity, in contract, in tort or otherwise) with respect to any of its Affiliates or any of their respective Representatives be entitled to the matters described in clauses (A) both of through (1E) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment inclusive of the immediately preceding subsection (i) or for Intentional Breach. (d) Notwithstanding anything to the contrary in this Agreement, in the event that Seller is paid the Buyer Reverse Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer HSR Termination Fee, Buyer the receipt of such fee by Seller shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required not be deemed a penalty, but shall be deemed to be made until liquidated damages for any and all losses or damages suffered or incurred by Seller, the date such payment is received at a rate equal Company or any other Person with respect to seven percent the matters described in clauses (7%A) per annum.through (E) inclusive of Section

Buyer Termination Fee. In the event that (a) If this Agreement is validly terminated (i) by Seller the Company pursuant to Section 9.01(d)(iii‎Section 10.01(e) or ‎Section 10.01(f) or (ii) by the Company or Buyer pursuant to ‎Section 10.01(b) at a time when the Company had the right to terminate the Agreement pursuant to ‎Section 10.01(e) or ‎Section 10.01(f) (without giving effect to any notice requirement, cure period or waiting period set forth therein); , then Buyer shall pay to the Company an amount in cash equal to $111,250,000 in immediately available funds (the “Buyer Termination Fee”) within two Business Days after such termination. Any payment of the Buyer Termination Fee to Seller by wire transfer of same-day funds on or prior to the fifth (5th) Business Day following such termination to an account designated by Seller in writing. Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive the Buyer Termination Fee pursuant to this Section 9.06 shall be the sole deemed to be liquidated damages and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwise) of Seller against Buyer, its Affiliates, or its or their respective Representatives or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as not a result of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach)penalty, and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination, whether by or through attempted piercing of the corporate veil or any legal or equitable proceeding whether at law, in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will shall Buyer or its Affiliates be obligated required to pay, or cause to be paid, pay the Buyer Termination Fee on more than one occasion occasion. (b) Notwithstanding anything to the contrary herein or in any amounts other Transaction Document, (i) in excess the event that the Buyer Termination Fee is payable under ‎Section 10.03(a), the Company’s receipt of the Buyer Termination Fee in full shall be the sole and exclusive remedy of the Company, the Stockholders, the Warrant Holders and their respective Affiliates and assignees and Representatives (except as may be finally determined by a court of competent jurisdiction collectively, the “Company Related Parties”) against Buyer, Sponsor, the Debt Financing Sources and their respective Affiliates and assignees and Representatives (collectively, but excluding Buyer, the “Buyer Related Parties”) for any Damages suffered as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in this Section 9.06 are an integral part of this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure failure of the actual damages that may Closing to be incurred and constitute liquidated damages and not consummated or for a penaltybreach or failure to perform hereunder, and that, without these agreements, Seller would not neither Buyer nor any Buyer Related Party shall have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer any further Liability to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee Person relating to or arising out of this Agreement or the Contemplated Transactions, and the Company Related Parties shall be deemed to have waived all other remedies (including equitable remedies) with respect to any other Transaction Document, including and all Damages or Liabilities suffered or incurred in connection with this Agreement or the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Contemplated Transactions in accordance with Section 10.10, and (ii) payment the maximum aggregate Liability of Buyer and the Buyer Related Parties, taken as a whole, under or in connection with this Agreement and the Contemplated Transactions shall be limited to an amount equal to the amount of the Buyer Termination Fee Fee, and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates the Company Related Parties seek to recover, or any of their respective Representatives be entitled to (Arecover, any Damages or other losses or damages of any kind, character or description in excess of such amount; provided that the foregoing shall not limit the ability of the Company to recover reimbursement for costs and expenses or indemnification under ‎Section 5.03(c) both of (1or reimbursement for costs and expenses or interest pursuant to ‎Section 10.03(c) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment any such reimbursement, indemnification or interest shall not reduce the amount of the Buyer Termination Fee Fee; and provided, further, that nothing in this ‎Section 10.03(b) shall restrict (A) the availability to the Company of any remedies in connection with actual fraud or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of the Company’s entitlement to seek and obtain specific performance as and to the extent permitted by ‎Section 12.08. (yc) payment Buyer acknowledges that the agreements contained in this ‎Section 10.03 are an integral part of the Buyer Termination Fee transactions contemplated by this Agreement and (z) monetary damages as a result of Buyer’s Willful Breachthat, without these agreements, the Company would not enter into this Agreement. Accordingly, if Buyer fails promptly to promptly pay the amounts Buyer Termination Fee when due to Seller pursuant to this Section 9.06‎Section 10.03, and, it shall also pay any reasonable and documented out-of-pocket costs and expenses incurred by the Company in order connection with enforcing this Agreement to obtain payment of such paymentunpaid fee (including by legal action), Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees together with interest on the amount of the Buyer Termination Fee such unpaid fee at a rate per annum equal to 2% from the date such payment fee was required to be made until paid to (but excluding) the date such payment is received at a rate equal to seven percent (7%) per annumdate.

Buyer Termination Fee. In the event that (a) If this Agreement is validly terminated by Seller PBI pursuant to Section 9.01(d)(iii9.1(b) or Section 9.1(f); , then the Buyer shall pay to PBI, within two Business Days of such termination, the amount set forth in Section 9.3(a) of the Disclosure Schedules (the “Buyer Termination Fee”). Payment of the Buyer Termination Fee to Seller shall be made by wire transfer of same-day immediately available funds on or prior to the fifth (5th) Business Day following such termination to an account designated in writing by Seller in writing. PBI. (b) Notwithstanding anything to the contrary in this Agreement, Seller’s right the rights of PBI under this Section 9.3 are independent of and in addition to such rights and remedies PBI may have under Section 10.13; provided that in no circumstances will PBI be entitled to receive both a grant of specific performance to cause the Buyer to consummate the Closing and any money damages, including all or any portion of the Buyer Termination Fee. (c) Notwithstanding anything to the contrary in this Agreement, (i) in the event the Buyer Termination Fee pursuant is paid by the Buyer to this PBI, without limiting Section 9.06 10.11, receipt of the Buyer Termination Fee shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil in tort or otherwise) of Seller the Sellers and their Affiliates against the Buyer, its Affiliates, or its or their respective Representatives or any sources of Debt Financing, in each case, for any Losses or Liabilities of any kind (including any losses of any such Person for the benefit Related Parties of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or Buyer and the failure of the Closing or otherwise Financing Sources in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination hereof), the Equity Financing Commitment, the Guarantee and the Debt Financing Commitment, the transactions contemplated by this Agreement (and the termination thereof) or and any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller none of the Sellers or their Affiliates shall not be entitled to assert, bring or maintain, maintain any Action against Buyer, its Affiliates or its or their respective Representatives any Related Party of the Buyer or any sources of Debt Financing Source arising out of or in connection with this Agreement, the Commitment LetterEquity Financing Commitment, the Transactions Guarantee and the Debt Financing Commitment, any of the transactions contemplated by this Agreement (and or the abandonment or termination thereof) or any matter matters forming the basis for such termination, whether by ; (ii) under no circumstances shall the Sellers or through attempted piercing of their Affiliates be entitled to any non-monetary relief against the corporate veil or any legal or equitable proceeding Buyer’s Related Parties (whether at law, in equity, in contract, in tort or otherwise (otherwise) other than Liability for Buyer’s Willful Breach). For specific performance in accordance with Section 10.13 or against the avoidance Guarantors in accordance with the terms of doubt, the Guarantee; and (iii) in no event will shall the Buyer or its Affiliates be obligated required to pay, or cause to be paid, pay the Buyer Termination Fee on more than one occasion or any amounts in excess of the Buyer Termination Fee occasion. (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges d) The parties acknowledge that (i) the agreements contained set forth in this Section 9.06 9.3 are an integral part of the transactions contemplated by this Agreement, that (ii) the damages resulting from termination of this Agreement under circumstances where a the Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that therefore, the amounts amount payable pursuant to this Section 9.06 are 9.3 is not a penalty but rather constitutes liquidated damages in a reasonable forecasts amount that will compensate the Sellers and a fair their Affiliates for the efforts and adequate measure resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the actual damages that may be incurred consummation of the transactions contemplated hereby and constitute liquidated damages and not a penalty(iii) without the agreements set forth in this Section 9.3, and that, without these agreements, Seller the parties would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount of the Buyer Termination Fee relating to or arising out of this Agreement or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to Section 6.13(e), in no event shall Seller or any of its Affiliates or any of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee or (z) monetary damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for all or a portion of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annum.

Buyer Termination Fee. In the event that (a) If this Agreement is validly terminated by Seller pursuant to Section 9.01(d)(iii10.1(e) or 10.1(f) (or by Buyer pursuant to Section 10.1(b) at a time when Seller would have been entitled to terminate this Agreement pursuant to Section 10.1(f); ), then the parties agree that Seller shall have suffered a loss and value to the Company of an incalculable nature and amount, unrecoverable in Law, and Buyer shall pay to Seller a fee of $20,000,000 (the “Buyer Termination Fee”), it being understood that in no event shall Buyer be required to pay the Buyer Termination Fee to Seller on more than one occasion. The Buyer Termination Fee shall be payable in immediately available funds by wire transfer of same-day funds on or prior no later than two Business Days after such termination. If Buyer fails promptly to the fifth (5th) Business Day following such termination pay any amount due to an account designated Seller pursuant to this Section 10.3, Buyer shall also pay any costs and expenses incurred by Seller in writing. connection with a legal action to enforce this Agreement that results in a judgment against Buyer for such amount, together with interest on the amount of any unpaid fee, cost or expense at the “prime rate,” adjusted on a daily basis as published from time to time in The Wall Street Journal, from the date such fee, cost or expense was required to be paid to (and including) the payment date; provided that if such legal action results in a judgment adverse to Seller, then Seller shall pay any costs and expenses incurred by Buyer in connection with defending against such legal action. (b) Notwithstanding anything to the contrary in this Agreement, Seller’s right to receive in the event the Buyer Termination Fee pursuant to is paid to, and accepted by, Seller in accordance with this Section 9.06 10.3, then the payment of such fee shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort, through piercing of the corporate veil or otherwise) of Seller or any of its Affiliates against Buyer, any of its Affiliates, or its or the Financing Sources and any of their respective current or future directors, managers, officers, employees, general or limited partners, members, shareholders or Representatives or any sources of Debt Financing(the “Buyer Related Parties”), in each caseand be deemed to be liquidated damages, for any and all Losses that may be suffered based upon, resulting from or Liabilities of any kind (including any losses of any such Person for the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or for any consequential, special, expectancy, indirect or punitive damages) suffered or incurred by Seller as a result of any breach of any representation, warranty, covenant or agreement or the failure of the Closing or otherwise in connection with this Agreement or the Commitment Letter, the Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (other than Liability for Buyer’s Willful Breach), and Seller shall not be entitled to assert, bring or maintain, any Action against Buyer, its Affiliates or its or their respective Representatives or any sources of Debt Financing arising out of or in connection with this Agreement, the Commitment Letterany agreement entered in connection herewith, the Transactions or transactions contemplated hereby or thereby (and or the abandonment thereof), including any breach, failure to perform or termination thereof) default under this Agreement, any failure to consummate the transactions contemplate hereby or any matter forming circumstance giving rise to the basis for such terminationtermination of this Agreement and, whether by or through attempted piercing subject to the rights of the corporate veil or any legal or equitable proceeding whether at lawSeller set forth in Section 10.3(a), in equity, in contract, in tort or otherwise (other than Liability for Buyer’s Willful Breach). For the avoidance of doubt, in no event will Buyer or its Affiliates be obligated to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or any amounts in excess upon payment of the Buyer Termination Fee (except as may be finally determined by a court of competent jurisdiction as a result of Buyer’s Willful Breach). Each Party hereto acknowledges that the agreements contained in accordance with this Section 9.06 are an integral part of this Agreement10.3, that the damages resulting from termination of this Agreement under circumstances where a Buyer Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 9.06 are reasonable forecasts and a fair and adequate measure of the actual damages that may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Seller would not have entered into this Agreement. Except in connection with Buyer’s Willful Breach and for amounts payable by Buyer to Seller pursuant to Section 6.13(e), if Closing has not occurred, then Seller shall not seek any monetary damages or any other recovery, judgment, or damages of any kind, including consequential, special, expectancy, indirect or punitive damages, other than monetary damages in an amount not in excess of the amount none of the Buyer Termination Fee Related Parties shall have any further liability or obligation relating to or arising out of this Agreement Agreement, the Financing Commitment, any agreements contemplated hereby or any other Transaction Document, including the breach of any representation, warranty, covenant, or agreement in transactions contemplated by this Agreement, whether at law or equity, in contract in tort or otherwise, and no Person will have any rights or claims against of the termination Buyer Related Parties hereunder or thereunder. (c) Subject to the rights of Seller set forth in Section 10.3(a), the Seller agrees that the maximum aggregate liability of the Buyer Related Parties pursuant to this Agreement, Agreement or failure the transactions contemplated hereby shall be limited to consummate the Transactions. While Seller may concurrently seek each of (i) a grant of specific performance of Buyer’s obligation an amount equal to consummate the Transactions in accordance with Section 10.10, (ii) payment of the Buyer Termination Fee and (iii) monetary damages and, except as a result of Buyer’s Willful Breach or payment obligations of Buyer to Seller pursuant to provided in Section 6.13(e)11.18, in no event shall Seller or any of its Affiliates seek any money damages or any other recovery, judgment or damages of their respective Representatives be entitled to (A) both of (1) a grant of specific performance of Xxxxx’s obligation to consummate Transactions and (2) either (y) payment of the Buyer Termination Fee any kind, including recissory, consequential, indirect or (z) monetary punitive damages as a result of Buyer’s Willful Breach and (B) both of (y) payment of the Buyer Termination Fee and (z) monetary other than damages as a result of Buyer’s Willful Breach. Accordingly, if Buyer fails to promptly pay the amounts due to Seller pursuant to this Section 9.06, and, in order to obtain such payment, Seller commences a suit that results an amount not in a judgment against Buyer for all or a portion excess of the Buyer Termination Fee, Buyer shall pay to Seller or its designees interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date such payment is received at a rate equal to seven percent (7%) per annum.