Common use of Buyer Termination Fee Clause in Contracts

Buyer Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement, in the event that Seller terminates this Agreement pursuant to Section 6.1(d) or Section 6.1(e), then Buyer shall promptly, but in no event later than three (3) Business Days after the date of termination of this Agreement, pay by wire transfer of immediately available funds to accounts designated by Seller, an amount in cash equal to $44,850,000 (the “Buyer Termination Fee”). (b) Buyer and Seller acknowledge and agree that the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Buyer and Seller would not enter into this Agreement. If Buyer fails to promptly 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 Applicable Rate. If, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer shall pay Seller its reasonable costs and expenses (including reasonable 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 Seller 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 in this Agreement to the contrary, if Buyer fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunder, in each case, whether willfully, intentionally or otherwise, then, except for an order of specific performance or other equitable relief in accordance with Section 9.9, Seller’s and its Affiliates’ sole and exclusive remedy (under any theory of liability, whether at law or equity, in contract, tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect of this Agreement, the Debt Commitment Letter, the Debt Financing Agreements and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this ARTICLE 6 and (i) collect the Buyer Termination Fee if this Agreement is terminated pursuant to Section 6.1(d) or Section 6.1(e), (ii) collect any interest and other amounts payable pursuant to Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8(b), in each case, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective former, current or future general or limited partners, controlling persons, shareholders, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, assignees or other representatives 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 and the Debt Financing Agreements, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby. Buyer and Seller agree that under no circumstances will Seller be permitted or entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion of the Buyer Termination Fee, whether from Buyer or any other Person (including pursuant to the Guarantees), under the Equity Commitment Letter, the Guarantees or otherwise.

Buyer Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement, in the event that Seller terminates this Agreement pursuant to to: (i) Section 6.1(d7.1(d) and a Financing Failure has occurred; or (ii) Section 6.1(e7.1(e) (a “Qualified Termination”), then Buyer Buyers shall promptly, but in no event later than three five (35) Business Days after the date of termination of this Agreement, pay by wire transfer of immediately available funds to accounts designated by Seller, an amount in cash equal to $44,850,000 30,750,000 (the “Buyer Termination Fee”), it being understood that in no event shall Buyers be required to pay the Buyer Termination Fee on more than one occasion. (b) Buyer and Seller Buyers acknowledge and agree that the agreements contained in this Section 6.3 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Buyer and Seller would not enter into this Agreement. If Buyer fails Buyers fail to promptly 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 Applicable Rate. If, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer then Buyers shall pay Seller its reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit. Each of the parties hereto further acknowledges that the payment by Buyer Buyers of the Buyer Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate Seller 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 in this Agreement to the contrary, if Buyer fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunderAgreement, in each casethe event a Qualified Termination occurs and the Buyer Termination Fee is paid to Seller, whether willfully, intentionally or otherwise, then, except for an order as directed by Seller: (i) the payment of specific performance or other equitable relief in accordance with the Buyer Termination Fee pursuant to Section 9.9, Seller’s and its Affiliates’ 7.3(a) shall be the sole and exclusive remedy of Seller and its Affiliates against Buyers and Silgan and their respective Affiliates for any Losses suffered in connection with this Agreement (under including as a result of any theory breach of liability, whether at law any covenant or equity, agreement or other provision in contract, tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect of this Agreement, ) or the Debt Commitment Letter, the Debt Financing Agreements and failure of the transactions contemplated hereby shall be to terminate by this Agreement in accordance with this ARTICLE 6 and (ior the Debt Financing) collect to be consummated (including under Section 4.9(b) hereof); (ii) upon payment of the Buyer Termination Fee if this Agreement is terminated pursuant to Section 6.1(d) or Section 6.1(e)Fee, (ii) collect any interest none of Buyers and other amounts payable pursuant to Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8(b), in each case, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees Silgan and their respective former, current or future general or limited partners, controlling persons, shareholders, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, assignees or other representatives Affiliates nor the Financing Sources and their respective Affiliates shall not have any further liability or obligation to Seller and its Affiliates relating to or arising out of this Agreement, any contract executed in connection herewith Agreement or the transactions contemplated by this Agreement (including the Commitment Letters Debt Financing); and the Debt Financing Agreements, but excluding the Confidentiality Agreement(iii) or any of the transactions contemplated hereby or thereby. Buyer and Seller agree that under no circumstances will Seller be permitted or entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion upon payment of the Buyer Termination Fee, whether from Buyer none of Seller and its Affiliates shall have any further recourse against any of Buyers and Silgan and their respective Affiliates or any other Person of the Financing Sources and their respective Affiliates in connection with this Agreement or the transactions contemplated by this Agreement (including the Debt Financing) and Seller shall cause any Litigation pending against Buyers or Silgan or their respective Affiliates or any Financing Source or its Affiliates in connection with this Agreement and/or the transactions contemplated by this Agreement (including the Debt Financing) to be dismissed with prejudice promptly, but in any event within five (5) Business Days thereafter; provided that nothing in this Section 7.3(c) shall limit the right of Seller: (x) to bring or maintain any claim, action or proceeding for injunction, specific performance or other equitable relief against Buyers or any of their respective Affiliates to the extent provided in Section 11.9, unless a Qualified Termination has occurred and the Buyer Termination Fee has been paid in accordance with Section 7.3(a); (y) to bring or maintain any claim, action or proceeding against Buyers or any of their respective Affiliates arising out of a breach of the Confidentiality Agreement; or (z) to be reimbursed by Buyers for any costs and expenses pursuant to Section 7.3(b). For the Guarantees)avoidance of doubt, under the Equity Commitment Letterin no event shall Seller or any of its Affiliates be entitled to receive both monetary damages (i.e., the Guarantees or otherwiseBuyer Termination Fee) and specific performance under this Agreement.

Buyer Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement, in In the event that Seller terminates this Agreement pursuant is terminated (i) because of the Buyer's failure to Section 6.1(dobtain the Stockholder Approval by the Termination Date for any reason whatsoever or (ii) by the Seller because the Buyer or Section 6.1(e), then Buyer shall promptly, but in no event later than three (3) Business Days after the date of termination of this Agreement, pay by wire transfer of immediately available funds Acquisition Sub is unable or unwilling to accounts designated by Seller, an amount in cash equal to $44,850,000 (the “Buyer Termination Fee”). (b) Buyer and Seller acknowledge and agree that the agreements contained in this Section 6.3 are an integral part of consummate the transactions contemplated by this Agreement after all the conditions precedent set forth in Section 9.1 and that9.3 shall have been satisfied or are capable of fulfillment, including, without these agreementslimitation, Buyer and Seller would not enter into this Agreement. If Buyer fails due to promptly pay the Buyer's failure to obtain sufficient funds to consummate such transactions other than as a result of the Seller's failure to provide the Financing, the Buyer shall, within five (5) Business Days after the effective date of termination, pay to the Seller a fee in an amount equal to three million dollars (US $3,000,000.00) (the "Termination Fee") provided, however, that in the event the Seller elects to terminate this Agreement pursuant to Section 10.1(d) and the Termination Fee when dueis payable in accordance with subparagraph (i) above for the sole reason that the Buyer Stockholders' Meeting did not occur prior to the Termination Date, interest the Termination Fee shall accrue on such amount from the date such payment was required be equal to one million dollars (US $1,000,000.00). Such fee shall be paid pursuant in immediately available funds and, if not paid at within the five-day period set forth above, shall bear interest at the rate per annum equal the "prime rate", as published in The Wall Street Journal, Eastern Edition, in effect from time to time or (if less) the terms maximum rate permitted by applicable Law, during the period from such effective date of this Agreement until termination to the date of payment at payment. Such interest shall be calculated daily on the Applicable Rate. Ifbasis of a 62 year of three hundred and sixty five (365) days and the actual number of days elapsed, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer shall pay Seller its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suitwithout compounding. Each of the parties hereto further Buyer and the Acquisition Sub hereby 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 Seller 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 in this Agreement to the contrary, if Buyer fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunder, in each case, whether willfully, intentionally or otherwise, then, except for an order of specific performance or other equitable relief in accordance with Section 9.9, Seller’s and its Affiliates’ sole and exclusive remedy (under any theory of liability, whether at law or equity, in contract, tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect of this Agreement, the Debt Commitment Letter, the Debt Financing Agreements and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this ARTICLE 6 and (i) collect the Buyer Termination Fee if event that this Agreement is terminated pursuant to Section 6.1(dunder any of the circumstances set forth in subparagraphs (i) or Section 6.1(e), through (ii) collect any interest and other amounts payable pursuant to of this Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8(b), in each case, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer10.3, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective former, current or future general or limited partners, controlling persons, shareholders, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, assignees or other representatives 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 Seller and the Debt Financing AgreementsCompany would suffer direct and substantial damages, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or therebywhich damages cannot be determined with reasonable certainty. Buyer and Seller agree that under no circumstances will Seller be permitted or entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion of the Buyer The Termination Fee, whether from plus any interest accrued and payable thereon, is to be paid by the Buyer or to compensate the Seller and the Company for such damages as liquidated damages, and it is specifically agreed that any other Person (including and all amounts paid pursuant to the Guarantees), under the Equity Commitment Letter, the Guarantees or otherwisethis Section 10.3 represents liquidated damages and not a penalty.

Buyer Termination Fee. (a) If this Agreement is terminated by Seller pursuant to (i) Section 11.1(d) or (ii) Section 11.1(e) (each of (i) and (ii), a “Specified Termination”), then, in the event of such Specified Termination, Buyer shall pay or cause to be paid to Seller a fee, in cash, equal to $60,000,000 (the “Buyer Termination Fee”). (b) The Buyer Termination Fee shall be paid to Seller within five (5) Business Days following a Specified Termination by Seller, 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 the Buyer Termination Fee on more than one occasion and (ii) in no event shall Seller be entitled to both (x) receive the Buyer Termination Fee and (ii) specific performance of Buyer’s obligation to cause the Equity Financing to be funded and to effect the Closing (it being understood and agreed that such specific performance shall be available to Seller pursuant to, and only to the extent permitted by, Section 12.15(b)). (c) Notwithstanding anything in this Agreement to the contrary, (i) in the event that Buyer fails to effect the Closing for any reason or no reason or otherwise breaches this Agreement (or any representation, warranty, covenant or agreement herein) prior to the Closing or otherwise 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) or Section 11.1(e) and receive from or on behalf of Buyer the Buyer Termination Fee pursuant to Section 11.3(a) shall be the sole and exclusive right and remedy (whether at law, in equity, in contract, in tort or 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 Person shall have any right or remedy in such circumstances) against any Person (including, for the avoidance of doubt, the Financing Parties), arising out of or relating to (A) this Agreement, (B) any breach by Buyer of any representation, warranty, covenant or agreement in this Agreement or Buyer’s failure to perform under this Agreement, (C) the failure of Buyer to consummate the Closing, (D) the Contemplated Transactions, (E) the Financing Letters or any breach thereof or the financings contemplated thereby or (F) the Limited Guarantee or any breach thereof and (ii) upon payment of the Buyer Termination Fee, none of Seller, the Company, their respective successors and permitted assigns, or any Person claiming by, through or on behalf of any of them (it being expressly agreed that no other Person shall have any right or remedy in such circumstances) shall have any right or remedy (whether at law, in equity, in contract, in tort or otherwise) with respect to any of the matters described in clauses (A) through (F) inclusive, of the immediately preceding subsection (i). (d) Notwithstanding anything to the contrary in this Agreement, in the event that Seller terminates this Agreement pursuant to Section 6.1(d) or Section 6.1(e), then Buyer shall promptly, but in no event later than three (3) Business Days after is paid the date of termination of this Agreement, pay by wire transfer of immediately available funds to accounts designated by Seller, an amount in cash equal to $44,850,000 (the “Buyer Termination Fee”). (b) Buyer and Seller acknowledge and agree that , the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Buyer and Seller would not enter into this Agreement. If Buyer fails to promptly 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 Applicable Rate. If, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer shall pay Seller its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit. Each of the parties hereto further acknowledges that the payment by Buyer receipt of the Buyer Termination Fee is by Seller shall not be deemed a penalty, but constitutes shall be deemed to be liquidated damages in a reasonable amount that will compensate Seller in for any and all losses or damages suffered or incurred by Seller, 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 Company or any other Person with precision. (c) Notwithstanding anything in this Agreement respect to the contrarymatters described in clauses (A) through (F) inclusive, if Buyer fails to effect of Section 11.3(c)(i), and none of Seller, the Closing Company or otherwise breaches this Agreement any other Person shall have any other right or fails to perform hereunderremedy (whether at law, in each case, whether willfully, intentionally or otherwise, then, except for an order of specific performance or other equitable relief in accordance with Section 9.9, Seller’s and its Affiliates’ sole and exclusive remedy (under any theory of liability, whether at law or equity, in contract, in tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect of this Agreement, the Debt Commitment Letter, the Debt Financing Agreements and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this ARTICLE 6 and (i) collect the Buyer Termination Fee if this Agreement is terminated pursuant to Section 6.1(d) or Section 6.1(e), (ii) collect any interest and other amounts payable pursuant to Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8(b), in each case, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective former, current or future general or limited partners, controlling persons, shareholders, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, assignees or other representatives 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 and the Debt Financing Agreements, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby. Buyer and Seller agree that under no circumstances will Seller be permitted or entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion of the Buyer Termination Fee, whether from Buyer or any other Person (including pursuant it being expressly agreed that no other Person shall have any right or remedy in such circumstances), except for the Financing Cooperation Obligations. (e) The provisions of Sections 11.3(b), 11.3(c) and 11.3(d) and this Section 11.3(e) are intended to be for the benefit of, and shall be enforceable by, Buyer and any other Person against whom any right or remedy is sought except to the Guarantees), under extent expressly permitted by the Limited Guarantee against the Equity Commitment Letter, the Guarantees or otherwiseInvestors in their capacity as Guarantors thereunder.

Buyer Termination Fee. (a) In the event this Agreement is terminated for any reason other than by Buyer pursuant to Section 8.2(f), Section 7.11, or Sections 9.1(a), (c), or (d) (and solely with respect to termination pursuant to Section 9.1(d) due to Sellers’ knowing misrepresentation) (collectively the “Termination Fee Refund Reasons”), then Buyer shall pay to Sellers a fee in an aggregate amount of $1,000,000 (the “Buyer Termination Fee”), it being understood that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. Each of the parties agree that the Buyer Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate Sellers in circumstances in which the Buyer Termination Fee is payable, which amount would otherwise be impossible to calculate with precision. The Buyer Termination Fee shall be deposited with the Escrow Agent upon the execution of this Agreement. If this Agreement is terminated for any reason other than by Buyer for any of the Termination Fee Refund Reasons, then the parties shall give joint written notice to the Escrow Agent to release the Termination Escrow Amount to Sellers no later than five Business Days after the termination. If this Agreement is rightly terminated by Buyer for any of the Termination Fee Refund Reasons, then the parties shall give joint written notice to the Escrow Agent to release the Termination Escrow Amount to Buyer no later than five Business Days after the termination. If Closing does occur, then the parties shall give joint written notice to the Escrow Agent to release the Termination Escrow Amount to Sellers at Closing, as a part of the Closing Cash Consideration and subject to the payments set forth in Section 3.3(c). (b) Notwithstanding anything to the contrary in this Agreement, in the event that Seller terminates this Agreement is terminated for any reason other than by Buyer for any of the Termination Fee Refund Reasons, (i) Sellers’ right to receive payment of the Buyer Termination Fee pursuant to Section 6.1(d9.2(a) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or Section 6.1(eotherwise) of Sellers and any of their Affiliates against Buyer and any of its Affiliates or any of its or their respective stockholders, partners, members, or Representatives, for any and all Losses that may be suffered based upon, resulting from, arising out of, or relating to this Agreement, or any Transaction Documents, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether a willful breach or otherwise), then Buyer shall promptly, but in no event later than three (3) Business Days after the date of termination of this Agreement, pay by wire transfer or the failure to consummate the Transactions (but not including the willful breach of immediately available funds to accounts designated by Seller, an amount in cash equal to $44,850,000 a confidentiality agreement) and (the “Buyer Termination Fee”). (bii) Buyer and Seller acknowledge and agree that the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Buyer and Seller would not enter into this Agreement. If Buyer fails to promptly pay the Buyer Termination Fee when due, interest shall accrue on such amount from the date upon such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the Applicable Rate. If, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer shall pay Seller its reasonable costs and expenses (including reasonable 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 penaltyto Sellers, but constitutes liquidated damages in a reasonable amount that will compensate Seller 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 none of the consummation Buyer or any of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (c) Notwithstanding anything in this Agreement to the contrary, if Buyer fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunder, in each case, whether willfully, intentionally or otherwise, then, except for an order of specific performance or other equitable relief in accordance with Section 9.9, Seller’s and its Affiliates’ sole and exclusive remedy (under , or any theory of liability, whether at law its or equity, in contract, tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect of this Agreement, the Debt Commitment Letter, the Debt Financing Agreements and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this ARTICLE 6 and (i) collect the Buyer Termination Fee if this Agreement is terminated pursuant to Section 6.1(d) or Section 6.1(e), (ii) collect any interest and other amounts payable pursuant to Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8(b), in each case, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective formerstockholders, current or future general or limited partners, controlling persons, shareholders, managers, management companies, members, directorsor Representatives, officers, Affiliates, employees, incorporators, attorneys, agents, assignees or other representatives shall not have any further liability or obligation relating to or arising out of this Agreement or any Transaction Documents, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether a willful breach or otherwise), the termination of this Agreement, any contract executed in connection herewith or failure to consummate the Transactions (but not including the Commitment Letters and the Debt Financing Agreementswillful breach of a confidentiality agreement). If Closing has not occurred, but excluding the Confidentiality AgreementSellers shall not seek any (1) equitable relief or equitable remedies of any kind whatsoever or (2) money damages or any other recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, other than monetary damages in an amount not in excess of the transactions contemplated hereby or thereby. Buyer and Seller agree that under no circumstances will Seller be permitted or entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion amount of the Buyer Termination Fee, whether from Buyer in each case, relating to or arising out of this Agreement or any other Person Transaction Documents, including the breach of any representation, warranty, covenant, or agreement in this Agreement (including pursuant to the Guaranteeswhether a willful breach or otherwise), under the Equity Commitment Lettertermination of this Agreement, or failure to consummate the Guarantees or otherwiseTransactions (but not including the willful breach of a confidentiality agreement).

Buyer Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement, in In the event that Seller terminates this Agreement pursuant is terminated (i) because of the Buyer’s failure to Section 6.1(dobtain the Stockholder Approval by the Termination Date for any reason whatsoever or (ii) by the Seller because the Buyer or Section 6.1(e), then Buyer shall promptly, but in no event later than three (3) Business Days after the date of termination of this Agreement, pay by wire transfer of immediately available funds Acquisition Sub is unable or unwilling to accounts designated by Seller, an amount in cash equal to $44,850,000 (the “Buyer Termination Fee”). (b) Buyer and Seller acknowledge and agree that the agreements contained in this Section 6.3 are an integral part of consummate the transactions contemplated by this Agreement after all the conditions precedent set forth in Section 9.1 and that9.3 shall have been satisfied or are capable of fulfillment, including, without these agreementslimitation, Buyer and Seller would not enter into this Agreement. If Buyer fails due to promptly pay the Buyer’s failure to obtain sufficient funds to consummate such transactions other than as a result of the Seller’s failure to provide the Financing, the Buyer shall, within five (5) Business Days after the effective date of termination, pay to the Seller a fee in an amount equal to three million dollars (US $3,000,000.00) (the “Termination Fee”) provided, however, that in the event the Seller elects to terminate this Agreement pursuant to Section 10.1(d) and the Termination Fee when dueis payable in accordance with subparagraph (i) above for the sole reason that the Buyer Stockholders’ Meeting did not occur prior to the Termination Date, interest the Termination Fee shall accrue on such amount from the date such payment was required be equal to one million dollars (US $1,000,000.00). Such fee shall be paid pursuant in immediately available funds and, if not paid at within the five-day period set forth above, shall bear interest at the rate per annum equal the “prime rate”, as published in The Wall Street Journal, Eastern Edition, in effect from time to time or (if less) the terms maximum rate permitted by applicable Law, during the period from such effective date of this Agreement until termination to the date of payment at payment. Such interest shall be calculated daily on the Applicable Rate. Ifbasis of a year of three hundred and sixty five (365) days and the actual number of days elapsed, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer shall pay Seller its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suitwithout compounding. Each of the parties hereto further Buyer and the Acquisition Sub hereby 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 Seller 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 in this Agreement to the contrary, if Buyer fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunder, in each case, whether willfully, intentionally or otherwise, then, except for an order of specific performance or other equitable relief in accordance with Section 9.9, Seller’s and its Affiliates’ sole and exclusive remedy (under any theory of liability, whether at law or equity, in contract, tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect of this Agreement, the Debt Commitment Letter, the Debt Financing Agreements and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this ARTICLE 6 and (i) collect the Buyer Termination Fee if event that this Agreement is terminated pursuant to Section 6.1(dunder any of the circumstances set forth in subparagraphs (i) or Section 6.1(e), through (ii) collect any interest and other amounts payable pursuant to of this Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8(b), in each case, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer10.3, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective former, current or future general or limited partners, controlling persons, shareholders, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, assignees or other representatives 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 Seller and the Debt Financing AgreementsCompany would suffer direct and substantial damages, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or therebywhich damages cannot be determined with reasonable certainty. Buyer and Seller agree that under no circumstances will Seller be permitted or entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion of the Buyer The Termination Fee, whether from plus any interest accrued and payable thereon, is to be paid by the Buyer or to compensate the Seller and the Company for such damages as liquidated damages, and it is specifically agreed that any other Person (including and all amounts paid pursuant to the Guarantees), under the Equity Commitment Letter, the Guarantees or otherwisethis Section 10.3 represents liquidated damages and not a penalty.

Buyer Termination Fee. 10.3.1. Buyer shall pay to Seller and/or Parent, as shall be instructed in writing by Parent, a termination fee in an amount of US$ 300,000 (the “Buyer Termination Fee”) if this Agreement is terminated by Buyer or a Seller Party: 10.3.1.1. pursuant to Section 10.1.6; or 10.3.1.2. pursuant to Section 10.1.2 and (a) Notwithstanding anything to all of the contrary conditions set forth in this AgreementSection 8.1 have been satisfied, in the event that Seller terminates this Agreement pursuant to Section 6.1(dand (b) or Section 6.1(e), then Buyer shall promptly, but in no event later than three have failed to consummate the Closing by the End Date. 10.3.2. Buyer shall pay to Seller the Buyer Termination Fee by wire transfer of same-day funds within two (32) Business Days after following the date of termination of this Agreement, pay by wire transfer in accordance with the terms and conditions of immediately available funds to accounts designated by Seller, an amount in cash equal to $44,850,000 (the “Escrow Agreement. Buyer Termination Fee”). (b) Buyer acknowledges and Seller acknowledge and agree agrees that the agreements contained in this Section 6.3 10.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, Buyer and Seller Parties would not enter have entered into this Agreement. If ; accordingly, if Buyer fails to promptly pay the Buyer Termination Fee when duedue pursuant to this Section 10.3, and in order to obtain such payment Seller makes a claim against Buyer that results in an order against Buyer, then in such case, Buyer shall pay to Seller Parties the Buyer Termination Fee and all of Seller Parties’ costs and expenses (including attorneys’ fees and expenses) in connection with such claim, together with interest shall accrue on such the full amount of the Buyer Termination Fee from the date such payment was required to be paid pursuant to the terms of this Agreement made until the date of payment at the Applicable Rateprime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. If, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer shall pay Seller its reasonable costs and expenses (including reasonable 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 rather is liquidated damages in a reasonable amount that will compensate Seller as sole and exclusive remedy (if collected by Seller, and other than in the event of fraud or willful misconduct), in the circumstances in which such fee is payable due and payable, for the efforts and resources expended expended, for the damages that will be suffered by Seller Parties and their respective businesses as a result of the termination of this Agreement and for the opportunities foregone forgone by Seller Parties 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 in this Agreement to 10.3.3. In the contrary, if Buyer fails to effect event that any of the Closing or otherwise breaches this Agreement or fails to perform hereunder, in each case, whether willfully, intentionally or otherwise, then, except for an order of specific performance or other equitable relief in accordance with Section 9.9, Seller’s and its Affiliates’ sole and exclusive remedy (under any theory of liability, whether at law or equity, in contract, tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect of this Agreement, the Debt Commitment Letter, the Debt Financing Agreements and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this ARTICLE 6 and (i) collect the Buyer Termination Fee if this Agreement is terminated pursuant to Section 6.1(d) or Section 6.1(e), (ii) collect any interest and other amounts payable pursuant to Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations conditions set forth in Section 4.8(b8.1 have not been satisfied within the applicable timeframes (other than non-fulfillment due to a material breach of any of Buyer’s representations, warranties or covenants contained in this Agreement), in each casewithout derogating from any remedy entitled to under this Agreement and under applicable law, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective former, current or future general or limited partners, controlling persons, shareholders, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, assignees or other representatives Seller Parties 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 and the Debt Financing Agreements, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby. Buyer and Seller agree that under no circumstances will Seller be permitted or entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion of the Buyer Termination Fee, whether from and the Buyer or any other Person (including pursuant and Seller Parties shall then immediately jointly instruct in writing the Escrow Agent to immediately release the Buyer Termination Fee to the Guarantees), under Buyer in accordance with the Equity Commitment Letter, provisions of the Guarantees or otherwiseEscrow Agreement.

Buyer Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement, in the event that Seller terminates If this Agreement is validly terminated by Seller or Parent pursuant to Section 6.1(d) or Section 6.1(e9.01(e), then except in a circumstance where the Company is seeking specific performance pursuant to Section 11.10, Buyer shall promptly, but in no event later than three five (35) Business Days after the date of termination of this Agreementsuch termination, pay by wire transfer of or cause to be paid to Seller in immediately available funds to accounts designated by Seller, an amount in cash equal to $44,850,000 12,902,943.46 (the “Buyer Termination Fee”). (b) Buyer and Seller The parties acknowledge and agree that (i) the agreements contained in this Section 6.3 11.05 are an integral part of the transactions contemplated by Transactions, (ii) without such provisions the other parties would not have entered into this Agreement and that, without these agreements, (iii) the Buyer Termination Fee shall constitute liquidated damages and Seller would not enter into this Agreementa penalty. If Buyer fails shall fail to promptly 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 Applicable Rate. If, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer shall pay reimburse Seller its for all reasonable costs and expenses incurred by Seller (including reasonable attorneys’ fees and expensesexpenses of counsel) incurred in connection with such suit. Each the collection and enforcement of this Section 11.05 and pay to Seller any interest on the unpaid amount under this Section 11.05, accruing from its due date, at an interest rate per annum equal to two (2) percentage points in excess of the prime commercial lending rate quoted by The Wall Street Journal. Any change in the interest rate hereunder resulting from a change in such prime rate will be effective at the beginning of the date of such change in such prime rate. The parties hereto further acknowledges acknowledge and agree that (x) in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion and (y) while Seller may pursue both the payment by Buyer of the Buyer Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such fee is payable for the efforts under Section 11.05(a) and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation specific performance of the consummation type contemplated by Section 11.10, under no circumstances shall Seller be permitted or entitled both to (x) receive and retain the Buyer Termination Fee and (y) a grant of specific performance that requires the Buyer Related Parties to consummate the Transactions and to cause the funding of the transactions contemplated hereby, which amount would otherwise be impossible Equity Financing. Seller shall promptly provide to calculate with precisionBuyer upon request therefor the wire transfer information required to make any payments pursuant to this Section 11.05. (c) Notwithstanding anything to the contrary contained in this Agreement Agreement, but subject to Section 11.10 and Section 11.05(b) with respect to the contrary, if Buyer fails to effect enforcement of the Closing or otherwise breaches provisions of this Agreement or fails to perform hereunderSection 11.05, in each case, whether willfully, intentionally or otherwise, then, except for an order of specific performance or other equitable relief in accordance with the event that the Buyer Termination Fee is paid by Buyer as required by this Section 9.911.05, Seller’s and its Affiliates’ right to receive payment from Buyer of the Buyer Termination Fee pursuant to this Section 11.05 shall constitute the sole and exclusive remedy (under any theory of liabilityParent, whether at law or equity, in contract, tort or otherwise) against BuyerSeller, the parties to Company and their respective Affiliates and Representatives against the Equity Commitment LetterSponsors, the parties to the Guarantees and/or the Debt Financing Sources in respect Buyer and their respective Subsidiaries and any of this Agreement, the Debt Commitment Letter, the Debt Financing Agreements and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this ARTICLE 6 and (i) collect the Buyer Termination Fee if this Agreement is terminated pursuant to Section 6.1(d) or Section 6.1(e), (ii) collect any interest and other amounts payable pursuant to Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8(b), in each case, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective former, current or future Representatives, general or limited partners, controlling personsstockholders, shareholdersmembers, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, Affiliates or assignees or other representatives the Financing Sources (collectively, the “Buyer Related Parties”) for all damages, costs, fees, expenses, Liabilities, penalties or losses of any kind suffered as a result of or in connection with this Agreement (including the negotiation, execution, performance or breach thereof), the failure of the Transactions to be consummated or otherwise, and upon payment of such amount, none of the Buyer Related Parties shall not have any further liability Liability or obligation relating to or arising out of this AgreementAgreement or the Transactions under any theory of law or equity, any contract executed in connection herewith (including the Commitment Letters and the Debt Financing Agreementscontract, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby. Buyer and Seller agree that under no circumstances will Seller be permitted or entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion of the Buyer Termination Fee, whether from Buyer or any other Person (including pursuant to the Guarantees), under the Equity Commitment Letter, the Guarantees tort or otherwise.

Buyer Termination Fee. 10.3.1. Buyer shall pay to Seller and/or Parent, as shall be instructed in writing by Parent, a termination fee in an amount of US$ 300,000 (the “Buyer Termination Fee”) if this Agreement is terminated by Buyer or a Seller Party: 10.3.1.1. pursuant to Section ‎10.1.6; or 10.3.1.2. pursuant to Section ‎10.1.2 and (a) Notwithstanding anything to all of the contrary conditions set forth in this AgreementSection ‎8.1 have been satisfied, in the event that Seller terminates this Agreement pursuant to Section 6.1(dand (b) or Section 6.1(e), then Buyer shall promptly, but in no event later than three have failed to consummate the Closing by the End Date. 10.3.2. Buyer shall pay to Seller the Buyer Termination Fee by wire transfer of same-day funds within two (32) Business Days after following the date of termination of this Agreement, pay by wire transfer in accordance with the terms and conditions of immediately available funds to accounts designated by Seller, an amount in cash equal to $44,850,000 (the “Escrow Agreement. Buyer Termination Fee”). (b) Buyer acknowledges and Seller acknowledge and agree agrees that the agreements contained in this Section 6.3 ‎10.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, Buyer and Seller Parties would not enter have entered into this Agreement. If ; accordingly, if Buyer fails to promptly pay the Buyer Termination Fee when duedue pursuant to this Section ‎10.3, and in order to obtain such payment Seller makes a claim against Buyer that results in an order against Buyer, then in such case, Buyer shall pay to Seller Parties the Buyer Termination Fee and all of Seller Parties’ costs and expenses (including attorneys’ fees and expenses) in connection with such claim, together with interest shall accrue on such the full amount of the Buyer Termination Fee from the date such payment was required to be paid pursuant to the terms of this Agreement made until the date of payment at the Applicable Rateprime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. If, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer shall pay Seller its reasonable costs and expenses (including reasonable 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 rather is liquidated damages in a reasonable amount that will compensate Seller as sole and exclusive remedy (if collected by Seller, and other than in the event of fraud or willful misconduct), in the circumstances in which such fee is payable due and payable, for the efforts and resources expended expended, for the damages that will be suffered by Seller Parties and their respective businesses as a result of the termination of this Agreement and for the opportunities foregone forgone by Seller Parties 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 in this Agreement to 10.3.3. In the contrary, if Buyer fails to effect event that any of the Closing or otherwise breaches this Agreement or fails to perform hereunder, in each case, whether willfully, intentionally or otherwise, then, except for an order of specific performance or other equitable relief in accordance with Section 9.9, Seller’s and its Affiliates’ sole and exclusive remedy (under any theory of liability, whether at law or equity, in contract, tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect of this Agreement, the Debt Commitment Letter, the Debt Financing Agreements and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this ARTICLE 6 and (i) collect the Buyer Termination Fee if this Agreement is terminated pursuant to Section 6.1(d) or Section 6.1(e), (ii) collect any interest and other amounts payable pursuant to Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations conditions set forth in Section 4.8(b‎8.1 have not been satisfied within the applicable timeframes (other than non-fulfillment due to a material breach of any of Buyer’s representations, warranties or covenants contained in this Agreement), in each casewithout derogating from any remedy entitled to under this Agreement and under applicable law, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective former, current or future general or limited partners, controlling persons, shareholders, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, assignees or other representatives Seller Parties 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 and the Debt Financing Agreements, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby. Buyer and Seller agree that under no circumstances will Seller be permitted or entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion of the Buyer Termination Fee, whether from and the Buyer or any other Person (including pursuant and Seller Parties shall then immediately jointly instruct in writing the Escrow Agent to immediately release the Buyer Termination Fee to the Guarantees), under Buyer in accordance with the Equity Commitment Letter, provisions of the Guarantees or otherwiseEscrow Agreement.

Buyer Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement, in In the event that Seller terminates this Agreement is terminated (i) by the Seller pursuant to Section 6.1(d10.1(b)(i) or (ii) by the Seller pursuant to Section 6.1(e10.1(c), then the Buyer shall promptly, but in no event later than three (3) Business Days after irrevocably forfeit to the date of termination of this Agreement, pay by wire transfer of immediately available funds to accounts designated by Seller, an amount in cash equal to $44,850,000 Seller the entire Deposit (the “Buyer Termination Fee”). In the event this Agreement is terminated for any reason other than as specified in the foregoing clauses (i) and (ii), the Seller shall, promptly and in any event within three (3) Business Days following such termination, refund to the Buyer by wire transfer of immediately available funds the entire Deposit. For avoidance of doubt, if the Closing should occur, the Deposit will be retained by the Seller and shall constitute part of the Purchase Price. (b) Buyer and Seller The parties acknowledge and agree that (i) the agreements contained in this Section 6.3 10.3 are an integral part of the transactions contemplated by this Agreement and thatAgreement, without these agreements, Buyer and Seller would not enter into this Agreement. If Buyer fails to promptly 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 Applicable Rate. If, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer shall pay Seller its reasonable costs and expenses (including reasonable attorneys’ fees and expensesii) 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 rather is liquidated damages damages, in a reasonable amount that will compensate the Seller in the circumstances in which such fee is payable paid 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 precisionprecision and (iii) without these agreements, the parties would not enter into this Agreement. (c) Notwithstanding anything to the contrary in this Agreement to Agreement, in the contrary, if Buyer fails to effect the Closing or otherwise breaches event this Agreement is terminated by the Seller or fails the Buyer in circumstances where the Buyer Termination Fee is payable, and the Seller elects to perform hereunderretain the Deposit as payment of the Buyer Termination Fee pursuant to Section 10.3(a), in each case, whether willfully, intentionally or otherwise, then, except for an order the receipt of specific performance or other equitable relief in accordance with Section 9.9, Seller’s and its Affiliates’ the Buyer Termination Fee shall be the sole and exclusive remedy (under any theory of liability, whether at law or equity, in contract, tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect of this Agreement, the Debt Commitment Letter, the Debt Financing Agreements Seller and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this ARTICLE 6 Company and (i) collect their Affiliates against the Buyer Termination Fee if this Agreement is terminated pursuant to Section 6.1(d) or Section 6.1(e), (ii) collect and any interest and other amounts payable pursuant to Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8(b), in each case, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective former, current or future its general or limited partners, controlling persons, shareholdersstockholders, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, assignees Affiliates or other representatives shall not have agents for any further liability or obligation relating to or arising out Damages suffered as a result of this Agreement, any contract executed in connection herewith (including the Commitment Letters and the Debt Financing Agreements, but excluding the Confidentiality Agreement) or any failure of the transactions contemplated hereby or thereby. Buyer and Seller agree that under no circumstances will Seller to be permitted or entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion of the Buyer Termination Fee, whether from Buyer or any other Person (including pursuant to the Guarantees), under the Equity Commitment Letter, the Guarantees or otherwiseconsummated.

Buyer Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement, : (i) in the event that Seller the Company terminates this Agreement pursuant to Section 6.1(d7.1(g) or in any circumstance in which the Company would not have been able to terminate this Agreement pursuant to Section 6.1(e7.1(f), then Buyer shall promptly, but in no event later than three (3) five Business Days Days, after the date of termination of this Agreement, pay by wire transfer of immediately available funds to accounts an account designated by Sellerthe Company, an amount in cash equal to $44,850,000 6,390,000.00 (the “Buyer Termination Fee”); or (ii) in the event that the Company terminates this Agreement pursuant to (A) Section 7.1(f) or (B) Section 7.1(g) in any circumstance in which the Company could terminate this Agreement pursuant to Section 7.1(f), then Buyer shall promptly, but in no event later than five Business Days, after the date of termination of this Agreement, pay by wire transfer of immediately available funds to an account designated by the Company, an amount in cash equal to $12,780,000.00 (the “Breach Termination Fee”). (b) Buyer Each of the parties hereto acknowledges and Seller acknowledge and agree agrees that the agreements contained in this Section 6.3 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Buyer and Seller the other parties would not enter into this Agreement. If Buyer fails to promptly pay the Buyer Termination Fee or Breach Termination Fee, as applicable, 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 Applicable Ratea rate of 5% per annum. If, in order to obtain such payment, Seller the Company commences a suit that results in a judgment in favor of the Company for such party for such amountthe payment of the Buyer Termination Fee or Breach Termination Fee, as applicable, Buyer shall pay Seller to the Company its reasonable documented out-of-pocket costs and expenses (including documented reasonable 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 or Breach Termination Fee, as applicable, is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate Seller 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 in this Agreement Agreement, but subject to the contrarysecond sentence of Section 7.3(b), if Buyer fails to effect the Closing as required by this Agreement or otherwise breaches this Agreement or fails to perform hereunder, in each case, whether willfully, intentionally or otherwise, hereunder then, except for an order of claims under the Confidentiality Agreement and the Company’s right to seek specific performance or other equitable relief of this Agreement by Buyer prior to termination of this Agreement, as provided for and subject to the limitations set forth in accordance with Section 9.98.11, Sellerthe Company’s and its Affiliates’ sole and exclusive remedy (under any theory of liabilityagainst the Buyer Parties, whether at law or equity, in contract, tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect and any of this Agreementtheir respective former, current, or future general or limited partners, direct or indirect shareholders or equityholders, managers, members, directors, officers, employees, Affiliates, representatives or agents or any former, current or future general or limited partner, direct or indirect shareholder or equityholder, manager, member, director, officer, employee, Affiliate, representative or agent of any of the foregoing (collectively, the Debt Commitment Letter“Buyer Related Parties” and, with respect to the Debt Financing Agreements and Sources, such Persons collectively, the “Financing Source Parties”) for any damages relating to or arising out of this Agreement or the transactions contemplated hereby hereby, including any breach of this Agreement by Buyer, the termination of this Agreement or the failure to consummate the transactions contemplated hereby, shall be to terminate this Agreement in accordance with this ARTICLE 6 Article 7 and collect (i) collect from Buyer, the Buyer Termination Fee if this Agreement is terminated or Breach Termination Fee, as applicable, pursuant to Section 6.1(d) or Section 6.1(e7.3(a), (ii) collect any interest and other amounts payable pursuant to Section 6.3(b7.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8(b)4.8, in each case, from Buyer or pursuant to the Guarantees. Other than and upon payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer, none of the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective former, current or future general or limited partners, controlling persons, shareholders, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, assignees or other representatives Buyer Related Parties 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 and the Debt Financing Agreements, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby. Buyer and Seller agree that under In no circumstances will Seller event shall the Company be permitted or entitled to receive both a grant of specific performance and seek or obtain any monetary damages recovery or other monetary remedies, including all or any portion judgment in excess of the Buyer Termination Fee or Breach Termination Fee, whether from as applicable (plus, (A) in the case the Buyer Termination Fee or Breach Termination Fee is not timely paid, the amounts described in the second and third sentences of Section 7.3(b) and (B) any other Person (including amounts payable pursuant to the Guaranteesreimbursement or indemnification obligations set forth in Section 4.8) against any of the Buyer Related Parties or any of their respective assets, and in no event shall the Company be entitled to seek or obtain any other damages of any kind against any Buyer Related Party, including consequential, special, indirect or punitive damages for, or with respect to, this Agreement or the transactions contemplated hereby (including, any breach by the Buyer), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any Litigation under applicable Law arising out of any such breach, termination or failure; provided, however, this Section 7.3(c) shall not limit the Equity right of the Company to seek specific performance of this Agreement by Buyer prior to the termination of this Agreement pursuant to, and subject to the limitations in, Section 8.11; and provided, further, in no event will the Company be entitled to both (x) the payment of the Buyer Termination Fee or Breach Termination Fee, as applicable, and (y) specific performance of this Agreement pursuant to Section 8.11. In no event shall Buyer be required to pay (i) both the Buyer Termination Fee and the Breach Termination Fee or (ii) either of the Buyer Termination Fee or the Breach Termination Fee on more than one occasion. In light of the difficulty of accurately determining actual damages with respect to the foregoing, upon any such termination of this Agreement, the payment of the Buyer Termination Fee or Breach Termination Fee, as applicable (plus, (A) in the case the Buyer Termination Fee or Breach Termination Fee is not timely paid, the amounts described in the second and third sentences of Section 7.3(b) and (B) any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8) pursuant to Section 7.3(a), which constitutes a reasonable estimate of the monetary damages that will be suffered by the Company by reason of any such breach, termination or failure, shall be in full and complete satisfaction of any and all monetary damages of the Company arising out of or relating to this Agreement, the transactions contemplated hereby (including, any breach by Buyer), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement, and any Litigation under applicable Law arising out of any such breach, termination or failure; provided, however, this Section 7.3(c) shall not limit the right of the Company to seek specific performance of this Agreement by Buyer pursuant to, and subject to the limitations in, Section 8.11. Notwithstanding anything herein to the contrary, the Company (and its stockholders, partners, members and Representatives) hereby waive from and after Closing any and all rights and claims against any Buyer Related Party (other than Buyer) in connection with this Agreement or the Commitment Letter, whether at Law or in equity, in contract, in tort or otherwise (other than with respect to the Guarantees or otherwiseInvestor Agreements).

Buyer Termination Fee. (a) Notwithstanding anything to the contrary in this Agreement, in In the event that Seller terminates that: (i) the Company shall terminate this Agreement pursuant to Section 6.1(d‎8.1(f); or (ii) the Company or the Buyer terminate this Agreement pursuant to Section 6.1(e8.1(b) if, at the time of such termination, the Company would have been entitled to terminate this Agreement pursuant to Section 8.1(f), ; then Buyer shall promptly, but in no any event later than three (3) within five Business Days after the date of termination of this Agreementsuch termination, the Buyer shall pay or cause to be paid to the Company (or, if instructed by the Company in writing, its assignee) an amount in cash equal to $18,400,000 (the “Buyer Termination Fee”) by wire transfer of immediately available funds to one or more accounts designated in writing by Seller, an amount in cash equal the Company (or its assignee) prior to $44,850,000 (the “Buyer Termination Fee”)such payment. (b) Buyer and Seller The Parties acknowledge and agree that the agreements contained in this Section 6.3 8.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, Buyer and Seller the Parties would not otherwise enter into this Agreement. If Accordingly, if the Buyer fails to promptly timely pay the Buyer Termination Fee when duepayable in accordance with the terms of this Agreement, and in order to obtain payment, the Company commences an action that results in a judgment against the Buyer for payment of the Buyer Termination Fee, the Buyer shall pay the Company its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such action, together with interest shall accrue on such amount from amounts at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be paid pursuant made through the date such payment was actually received. (c) Prior to the terms of this Agreement until the date of payment at the Applicable Rate. IfClosing, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer shall pay Seller its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred other than in connection with such suit. Each the enforcement of the parties hereto further acknowledges that Confidentiality Agreements and the payment by Buyer Company’s right to receive payments of the Reimbursement Payments, if payable pursuant to Section 5.29, and subject to the Company’s right to specific performance pursuant to Section 10.15, the right to (i) terminate this Agreement in accordance with its terms and (ii) to receive the Buyer Termination Fee from the Buyer, if payable pursuant to Section 8.3(a) shall be the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of the Company and its Affiliates against the Buyer, its Affiliates or the Debt Financing Sources for any Losses suffered or incurred as a result of or failure to perform Agreement (whether willfully, intentionally, unintentionally or otherwise) under this Agreement or the Commitment Letters or any of the other agreements or the transactions contemplated by 110 this Agreement and the Commitment Letters in the event that this Agreement is terminated pursuant to the bases specified in Section 8.3(a). (d) Notwithstanding anything in this Agreement to the contrary, if the Company terminates this Agreement pursuant to Section 8.1(e) and the basis for such termination is a Willful Breach by the Buyer, the Company may pursue monetary damages against the Buyer for such Willful Breach; provided, however, that (A) the maximum aggregate monetary liability of the Buyer shall be limited to an amount equal to the Buyer Termination Fee and (B) in no event shall the Company or its Affiliates seek to recover any money damages in excess of such amount. For the avoidance of doubt, other than in the case of the foregoing, or a claim for Fraud, a claim to recover any Reimbursement Payments or a claim to recover the Buyer Termination Fee, in each case, solely in accordance with applicable Law and the terms and conditions set forth in this Agreement, in no event shall the Company or any of its Affiliates seek to recover any monetary damages from the Buyer or its Affiliates. (e) Other than the remedies described in the clauses ‎(c) and ‎(d) above, neither the Buyer, its Affiliates nor any Debt Financing Source shall have any further liability or obligation, whether remedy at Law, in equity, in contract, in tort or otherwise, and whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim against the Buyer, its Affiliates or any Debt Financing Source and the Company covenants and agrees that it shall not institute, and shall cause its Representatives and Affiliates not to institute a Proceeding to seek recourse for such further liability or obligation. (f) Notwithstanding anything to the contrary in the foregoing, the Parties acknowledge and agree that (i) in no event shall the Buyer be required to pay a Buyer Termination Fee on more than one occasion and (ii) any payment of a Buyer Termination Fee (together with the Reimbursement Payments) is not a penalty, penalty but constitutes is liquidated damages in a reasonable amount that will compensate Seller 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 herebyby this Agreement, which amount would otherwise be impossible to calculate with precision. (c) Notwithstanding anything in this Agreement to the contrary, if Buyer fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunder, in each case, whether willfully, intentionally or otherwise, then, except for an order of specific performance or other equitable relief in accordance with Section 9.9, Seller’s and its Affiliates’ sole and exclusive remedy (under any theory of liability, whether at law or equity, in contract, tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect of this Agreement, the Debt Commitment Letter, the Debt Financing Agreements and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this ARTICLE 6 and (i) collect the Buyer Termination Fee if this Agreement is terminated pursuant to Section 6.1(d) or Section 6.1(e), (ii) collect any interest and other amounts payable pursuant to Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8(b), in each case, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective former, current or future general or limited partners, controlling persons, shareholders, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, assignees or other representatives 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 and the Debt Financing Agreements, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby or thereby. Buyer and Seller agree that under no circumstances will Seller be permitted or entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion of the Buyer Termination Fee, whether from Buyer or any other Person (including pursuant to the Guarantees), under the Equity Commitment Letter, the Guarantees or otherwise.

Buyer Termination Fee. (a) Notwithstanding anything In the event this Agreement is validly terminated (i) by the Seller pursuant to ‎Section 10.1(b) or ‎Section 10.1(e) or (ii) by the Buyer pursuant to ‎Section 10.1(c) (and, for purposes of this clause (ii), at such time of termination by the Buyer, this Agreement is terminable by the Seller pursuant to ‎Section 10.1(b) or ‎Section 10.1(e)), the Buyer shall pay or cause to be paid to the contrary Seller an amount equal to $95,000,000 (the “Buyer Termination Fee”) by wire transfer of same-day funds to an account designated in this Agreement, in writing by the event that Seller terminates this Agreement pursuant to Section 6.1(d) or Section 6.1(e), then the Buyer shall promptly, but in no event later than three (3) five Business Days after the date of termination of this Agreement, pay by wire transfer of immediately available funds to accounts designated by Seller, an amount in cash equal to $44,850,000 (the “Buyer Termination Fee”)such termination. (b) Buyer and Seller The parties acknowledge and agree that (i) the agreements contained in this Section 6.3 ‎Section 10.3 are an integral part of the transactions contemplated by this Agreement and thatAgreement, without these agreements, Buyer and Seller would not enter into this Agreement. If Buyer fails to promptly 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 Applicable Rate. If, in order to obtain such payment, Seller commences a suit that results in judgment for such party for such amount, Buyer shall pay Seller its reasonable costs and expenses (including reasonable attorneys’ fees and expensesii) 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 rather is liquidated damages in for any and all Losses (including all Losses of any of the Company Related Parties 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 any Company Related Party, and is a reasonable amount that will compensate the Seller and the Company Related Parties in the circumstances in which such fee is payable paid 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, and (iii) without these agreements, the parties would not enter into this Agreement. Accordingly, if the Buyer fails promptly to pay the Buyer Termination Fee when due and, in order to obtain such payment, the Seller commences a suit that results in a final and non-appealable judgment against the Buyer for the Buyer Termination Fee, the Buyer shall pay to the Seller its reasonable and documented out of pocket costs and expenses (including reasonable attorney fees) in connection with such suit, together with interest on the amount of such amount at the prime rate of interest reported in The Wall Street Journal in effect on the date such payment was required to be made through the date of payment (the “Recovery Costs”). (c) Notwithstanding anything to the contrary in this Agreement, but subject to ‎Section 10.2 and ‎Section 11.12, in the event this Agreement is terminated by the Seller or the Buyer as contemplated by ‎Section 10.3(a), Seller’s right to terminate this Agreement and receive payment of the contraryBuyer Termination Fee together with any outstanding Recovery Costs pursuant to ‎Section 10.3(a) and ‎Section 10.3(b) shall be the sole and exclusive remedy (whether at Law or in equity, whether in contract or in tort or otherwise) of the Seller, the Company, the Company Entities and any of their respective general or limited partners, equityholders, managers, members, directors, officers, Affiliates (including Clearway and any of if its Subsidiaries or Affiliates, which shall include Global Infrastructure Partners III), Representatives or agents and their respective successors and assignees (collectively, the “Company Related Parties”) against the Buyer, the Guarantor and the Debt Financing Sources, and any of their respective general or limited partners, equityholders, managers, members, directors, officers, Affiliates, Representatives or agents and their respective successors and assignees (collectively, the “Buyer Related Parties”) for any and all Losses suffered or incurred by any Company Related Parties as a result of, relating to or arising out of this Agreement, the Limited Guarantee, the Debt Commitment Letter, the Equity Commitment Letter, any other documents and instruments executed by any Buyer Related Parties pursuant hereto or thereto or any matter forming the basis for such termination or the failure of the transactions contemplated hereby to be consummated. Upon payment of the Buyer Termination Fee and any applicable Recovery Costs pursuant to this Agreement, (i) none of the Buyer Related Parties shall have any further Liability relating to or arising out of this Agreement, the Limited Guarantee, the Debt Commitment Letter, the Equity Commitment Letter, any other documents and instruments executed by any Buyer Related Parties pursuant hereto or thereto or the transactions contemplated hereby or thereby (or the abandonment or termination thereof) and (ii) no Company Related Party shall be entitled to bring or maintain any Action against any Buyer Related Party for any Loss or other Liability of any kind suffered as a result of any breach of any representation, warranty, covenant or agreement hereunder or the failure of the Closing to occur. Without limitation of the foregoing, if Buyer fails to effect the Closing for any or no reason or otherwise breaches this Agreement or fails to perform hereunder, in each case, whether willfully, intentionally under no circumstances will any Buyer Related Party be liable to any Person for any breach or otherwise, then, except for an order of specific performance or other equitable relief in accordance with Section 9.9, Seller’s and its Affiliates’ sole and exclusive remedy (under any theory of liability, whether at law or equity, in contract, tort or otherwise) against Buyer, the parties to the Equity Commitment Letter, the parties to the Guarantees and/or the Debt Financing Sources in respect of this Agreement, the Debt Commitment Letter, the Debt Financing Agreements and the transactions contemplated hereby shall be to terminate this Agreement in accordance with this ARTICLE 6 and (i) collect the Buyer Termination Fee if this Agreement is terminated pursuant to Section 6.1(d) or Section 6.1(e), (ii) collect any interest and other amounts payable pursuant to Section 6.3(b) and (iii) collect any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.8(b), in each case, from Buyer or pursuant to the Guarantees. Other than payment of such amounts in clauses (i), (ii) and (iii) in the previous sentence by Buyer (or pursuant to the Guarantees), Buyer, the Debt Financing Sources, the parties to the Equity Commitment Letter, the parties to the Guarantees and their respective former, current or future general or limited partners, controlling persons, shareholders, managers, management companies, members, directors, officers, Affiliates, employees, incorporators, attorneys, agents, assignees or other representatives shall not have any further liability or obligation Loss relating to or arising out of this AgreementAgreement or otherwise, any contract executed in connection herewith (including the Commitment Letters and the Debt Financing Agreements, but excluding the Confidentiality Agreement) or any of the transactions contemplated hereby (including the Debt Financing and the Closing), or thereby. any breach of this Agreement, or any failure of such transactions to be consummated, in each case, whether based on contract (including under the Debt Commitment Letter, this Agreement or otherwise), tort or strict liability, by the enforcement of any assessment, by any legal, equitable or arbitral proceeding, by virtue of any applicable Law or otherwise and whether by or through a claim by or on behalf of a party hereto or another Person, or otherwise, in excess of the Buyer Termination Fee together with any outstanding Recovery Costs pursuant to ‎Section 10.3(a) and Seller agree that ‎Section 10.3(b). (d) Notwithstanding anything to the contrary set forth in this Agreement, any other agreement or otherwise, if Buyer fails to effect the Closing for any or no reason or otherwise breaches this Agreement or fails to perform hereunder (in any case, whether willfully, intentionally, unintentionally or otherwise) under no circumstances will any Buyer Related Party be liable to any Person for any breach or Loss relating to or arising out of this Agreement or otherwise, or the transactions contemplated hereby (including the Debt Financing and the Closing), or any breach of this Agreement, or any failure of such transactions to be consummated, in each case, whether based on contract (including under the Debt Commitment Letter, this Agreement or otherwise), tort or strict liability, by the enforcement of any assessment, by any legal, equitable or arbitral proceeding, by virtue of any applicable Law or otherwise and whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of a party hereto or another Person, or otherwise, in excess of the Buyer Termination Fee. In furtherance of the foregoing, it is agreed and understood, (i) the maximum aggregate Liability of Buyer and Buyer Related Parties, including in respect of any damages or Losses awarded in lieu of a grant of specific performance, will not exceed the Buyer Termination Fee, (ii) in no event will any Company Related Party or any other Person claiming by or through any of the foregoing be entitled to (x) seek to recover any money damages or Losses in excess of the Buyer Termination Fee or (y) seek to recover monetary damages or Losses from any Buyer Related Party other than against Buyer, (iii) in no circumstance will Buyer be required to pay any amount of Losses if the Seller has received the Buyer Termination Fee, (iv) in no event shall the Buyer be permitted required to pay, or cause to be paid, the Buyer Termination Fee on more than one occasion or payable in addition to any other remedy or damage, and (v) in no event shall the Seller, the Company or any other Company Related Party be entitled to receive both (x) a grant of specific performance or other equitable remedies in accordance with the terms and conditions set forth in ‎Section 11.12 that results in the Closing being consummated and (y) the payment of any monetary money damages or other monetary remediesLosses, including all or any portion of the Buyer Termination FeeFee (and the Recovery Costs, whether from Buyer as applicable). For the avoidance of doubt, neither the Seller, any Company Entity nor any of their respective Affiliates will have any rights or claims, and will not seek any other Person (including pursuant to rights or claims against any of the Guarantees), under Debt Financing Sources in connection with this Agreement or the Equity Commitment Letter, the Guarantees or otherwiseDebt Financing.