Common use of Effect of Termination; Remedies Clause in Contracts

Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.1, this Agreement shall become null and void and have no effect and no party hereto shall have any liability to the other parties hereto or their respective Affiliates, directors, officers, employees, Representatives or shareholders, except for the obligations of the parties to this Agreement contained in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled pursuant to Section 7.2(e), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 only. (b) If this Agreement is terminated pursuant to Section 7.1(a), 7.1(b)(v), 7.1(b)(vi), 7.1(c)(iv) [or 7.1(c)(v)], then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(ii) or Section 7.1(c)(iii), then, within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Transaction Expenses; provided, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to the Break-Up Fee and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereof. (d) If this Agreement is terminated pursuant to Section 7.1(d)(i), then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be delivered to Sellers in accordance with the terms of the Escrow Agreement. (e) If this Agreement is terminated pursuant to Section 7.1(c)(i), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement; provided, however, that so long as the parties act in accordance with the standard of conduct required by Section 5.3, the failure to obtain any third party consents or approvals pursuant to this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, that if this Agreement is terminated pursuant to Section 7.1(c)(i) because of an intentional breach by any Seller of any of its covenants or agreements contained in this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination pursuant to Section 7.1(c)(i). (f) If this Agreement is terminated as a result of Section 7.1(e) then, upon consummation of an Alternative Transaction (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (g) If this Agreement is terminated pursuant to Section 7.1(b)(iii) then within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the provisions of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement. (i) Any payments of the Breakup Fee, Expense Reimbursement or Transaction Expenses under this Section 7.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer.

Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.18.1, this Agreement shall become null and void and have no effect (other than Article 8, Article 11 and Article 12, which shall survive termination), with no party hereto shall have any liability to on the other parties hereto part of Sellers, ISG or Buyer, or their respective AffiliatesAffiliates or respective Related Persons, directors, officers, employees, Representatives with respect to this Agreement or shareholdersany Ancillary Agreement, except for the obligations of the parties to this Agreement contained any liability provided for in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled pursuant to Section 7.2(e), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 onlyArticle 8. (b) If this Agreement is terminated pursuant to Section 7.1(a8.1(a), 7.1(b)(vSection 8.1(b), 7.1(b)(viSection 8.1(c), 7.1(c)(ivSection 8.1(f), Section 8.1(g), Section 8.1(h) [or 7.1(c)(v)], Section 8.1(i) then, within two Business Days after such termination, the Performance Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Performance Escrow Agreement, and in the event of a termination pursuant to, Section 8.1(g), Section 8.1(h) or Section 8.1(i) Sellers also shall pay to Buyer the Expense Reimbursement in cash. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(ii8.1(d) or Section 7.1(c)(iii), then, within two Business Days after such termination termination, the Performance Deposit, together with any interest accrued thereon, shall be paid to WSC in accordance with the terms of the Performance Escrow Agreement. (d) If this Agreement is terminated pursuant to Section 8.1(e) then, (i) within two Business Days after such termination, (A) the Performance Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Performance Escrow Agreement and (iiB) Parent Sellers shall pay to Buyer the Expense Reimbursement in cash and (ii) if WSC enters into an agreement to consummate an Alternative Transaction Expenses; providedwithin one year after such termination, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent Sellers also shall pay to Buyer an amount a break-up fee in cash equal to $6,375,000 (the "BREAK-UP FEE") at any closing of such Alternative Transaction; provided that Buyer's right to payment of the Break-Up Fee shall be subordinated to payment of the Senior Debt. (e) Any payments of the Break-Up Fee or Expense Reimbursement under this Section 8.2 shall be made by Sellers by wire transfer of immediately available funds to an account designated in writing by Buyer. Sellers acknowledge that the Break-Up Fee or Expense Reimbursement (or any portion thereof) are necessary and appropriate expenses for the administration of their estates, pursuant to sections 503 and 507 of the Bankruptcy Code, and that the Break-Up Fee and Expense Reimbursement (or any portion thereof) are allowed administrative expenses against each of their estates. In addition, the Break-Up Fee and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with Reimbursement shall be payable directly from and secured by the consummation thereofcash component consideration of the Alternative Transaction. (df) If this Agreement is first terminated pursuant to Section 7.1(d)(i), 8.1(j) then, (i) within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be delivered Sellers enter into an agreement to Sellers in accordance with the terms of the Escrow Agreement. (e) If this Agreement is terminated pursuant to Section 7.1(c)(i), then, within two Business Days after such terminationconsummate an Alternative Transaction, (iA) the Performance Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Performance Escrow Agreement and (iiB) Parent Sellers shall pay to Buyer the Expense Reimbursement; providedReimbursement in cash, however, that so long as the parties act in accordance with the standard of conduct required by Section 5.3, the failure to obtain any third party consents or approvals pursuant to this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, that if this Agreement is terminated pursuant to Section 7.1(c)(iand (ii) because of an intentional breach by any Seller of any of its covenants or agreements contained in this Agreement, then Parent Sellers also shall pay to Buyer the Break-Up Fee in addition to cash at the Expense Reimbursement within two Business Days after termination pursuant to Section 7.1(c)(i). (f) If this Agreement is terminated as a result closing of Section 7.1(e) then, upon consummation of an such Alternative Transaction (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the terms and out of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursementproceeds thereof. (g) If this Agreement is terminated pursuant to Section 7.1(b)(iii) then within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the provisions of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement. (i) Any payments of the Breakup Fee, Expense Reimbursement or Transaction Expenses under this Section 7.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer.

Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.18.1, this Agreement shall become null and void and have no effect (other than Article 8, Article 11 and Article 12, which shall survive termination), with no party hereto shall have any liability to on the other parties hereto part of Sellers, ISG or Buyer, or their respective AffiliatesAffiliates or respective Related Persons, directors, officers, employees, Representatives with respect to this Agreement or shareholdersany Ancillary Agreement, except for the obligations of the parties to this Agreement contained any liability provided for in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled pursuant to Section 7.2(e), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 onlyArticle 8. (b) If this Agreement is terminated pursuant to Section 7.1(a8.1(a), 7.1(b)(vSection 8.1(b), 7.1(b)(viSection 8.1(c), 7.1(c)(ivSection 8.1(f) [or 7.1(c)(vSection 8.1(g) then, within two Business Days after such termination, (i) the Performance Deposit, together with any interest accrued thereon, shall be returned to Buyer and (ii) in the case of termination pursuant to Section 8.1(a) in circumstances where, at the time of such termination, the PBGC Release shall not have been obtained, the Parent shall pay to Buyer 50% of the Expense Reimbursement in cash, up to a maximum of $2,500,000. (c) If this Agreement is terminated pursuant to Section 8.1(d)], then, within two Business Days after such termination, the Performance Deposit, together with any interest accrued thereon, shall be paid to Sellers in accordance with the terms of the Performance Escrow Agreement. (d) If this Agreement is terminated pursuant to Section 8.1(e), then, within two Business Days after such termination, (i) the Performance Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(ii) or Section 7.1(c)(iii), then, within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Performance Escrow Agreement and (ii) Parent shall pay to Buyer the Transaction Expenses; provided, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to the Break-Up Fee and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereof. (d) If this Agreement is terminated pursuant to Section 7.1(d)(i), then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be delivered to Sellers Reimbursement in accordance with the terms of the Escrow Agreementcash. (e) If this Agreement is terminated pursuant to Section 7.1(c)(i), 8.1(h) then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement; provided, however, that so long as the parties act in accordance with the standard of conduct required by Section 5.3, the failure to obtain any third party consents or approvals pursuant to this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, that if this Agreement is terminated pursuant to Section 7.1(c)(i) because of an intentional breach by any Seller of any of its covenants or agreements contained in this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination pursuant to Section 7.1(c)(i). (f) If this Agreement is terminated as a result of Section 7.1(e) then, upon consummation of an Alternative Transaction (i) the Performance Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the terms of the Performance Escrow Agreement and (ii) Parent shall pay to Buyer a break-up fee in cash equal to $27,000,000 (the Break"BREAK-Up Fee UP FEE") and the Expense ReimbursementReimbursement in cash. (g) If this Agreement is terminated pursuant to Section 7.1(b)(iii) then within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the provisions of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement. (if) Any payments of the Breakup Fee, Fee or Expense Reimbursement or Transaction Expenses under this Section 7.2 8.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer. The Breakup Fee and the Expense Reimbursement shall be payable directly from and secured by the cash component consideration of the Alternative Transaction.

Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.1, If this Agreement shall become null and void and have no effect and no party hereto shall have any liability be terminated pursuant to the other parties hereto or their respective Affiliatesthis Article XI, directors, officers, employees, Representatives or shareholders, except for the all further obligations of the parties to under this Agreement contained (other than the obligations described in the last sentence of Section 6.1(b), Section 7.4, Section 10.2(a)(iii), this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement11.3, and except Article XII, each of which shall survive any such termination) shall be terminated without further Liability of any party to the other; provided, however, that nothing in this Agreement will herein shall relieve any party from liability Liability for any fraud, intentional misconduct or willful and wanton breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled pursuant to Section 7.2(e), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 onlyAgreement. (b) If In the event that this Agreement is terminated by Buyer or Seller pursuant to Section 7.1(a), 7.1(b)(v), 7.1(b)(vi), 7.1(c)(iv) [or 7.1(c)(v)], then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(ii11.1(d) or Section 7.1(c)(iii)11.1(e) and, thenin each case, within two Business Days after such termination (i) at the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms time of the Escrow Agreement and (ii) Parent shall pay to Buyer the Transaction Expenses; provided, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to the Break-Up Fee and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereof. (d) If this Agreement is terminated pursuant to Section 7.1(d)(i), then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be delivered to Sellers in accordance with the terms of the Escrow Agreement. (e) If this Agreement is terminated pursuant to Section 7.1(c)(i), then, within two Business Days after such termination, (i) the Depositconditions set forth in Article IX (other than (A) the conditions set forth in Sections 9.2 and 9.3 (but only to the extent the Court Order is issued or brought, together with any interest accrued thereonor the approvals required to be obtained, shall be returned to Buyer are under applicable Antitrust Laws), (B) the delivery of certificates which (in accordance with the terms light of the Escrow Agreement underlying facts as of the time of such termination and any waiver of the condition set forth in Section 9.1(a) deemed made pursuant to Section 11.1(e)) would be capable of being delivered but are to be delivered on the Closing Date and (C) such other conditions the failure of which to be satisfied by such date has been principally caused by a material breach by Buyer or Guarantor of any representation, warranty or covenant hereunder or the facts or circumstances underlying such breach), have been satisfied or (to the extent permitted by Requirements of Law) waived, (ii) Parent shall pay Buyer does not have the right to Buyer the Expense Reimbursement; provided, however, that so long as the parties act in accordance with the standard of conduct required by Section 5.3, the failure to obtain any third party consents or approvals pursuant to terminate this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, that if this Agreement is terminated pursuant to Section 7.1(c)(i11.1(b), and (iii) because of an intentional breach by any neither Buyer nor Seller of any of its covenants or agreements contained in has the right to terminate this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination Agreement pursuant to Section 7.1(c)(i). (f11.1(d) If this Agreement is terminated as a result of Section 7.1(e) then, upon for any reason other than that consummation of an Alternative Transaction the transactions contemplated hereby would violate any Antitrust Law (ior would have the right to so terminate assuming that the relevant Court Order referenced in Section 11.1(d) has become final and non-appealable at the Deposittime of such termination), together with any interest accrued thereon shall be returned to then Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent or Guarantor shall pay Seller a fee equal to Buyer $5,500,000 (the Break"Non-Up Fee and the Expense Reimbursement. (gClearance Termination Fee") If this Agreement is terminated pursuant to Section 7.1(b)(iii) then within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the provisions of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement. (i) Any payments of the Breakup Fee, Expense Reimbursement or Transaction Expenses under this Section 7.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds on the third Business Day following the date of such termination of this Agreement. (c) Buyer and the Guarantor each acknowledges that the provisions contained in Section 11.3(b) constitute an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither Parent nor Seller would have entered into this Agreement. Accordingly, if Buyer or the Guarantor fails to promptly pay the Non-Clearance Termination Fee pursuant to Section 11.3(b), and, in order to obtain such payment Parent, Seller or the Company, as the case may be, commences a suit which results in a judgment against Buyer or the Guarantor, as applicable, for any of the amounts set forth in Section 11.3(b), then Buyer or the Guarantor shall pay to the Company its Expenses in connection with such suit, together with interest on the amount of the Non-Clearance Termination Fee at the prime rate of JPMorgan Chase Bank, N.A. in effect on the date plus 2% per annum from the date such amount was required to be paid until the date actually received by the Company. (d) Each of Parent, Seller, the Company, Buyer and Guarantor acknowledges and agrees that any breach or failure to perform any of the provisions of this Agreement or any Buyer Ancillary Agreement or Seller Ancillary Agreement in accordance with their specific terms would result in immediate and irreparable harm or injury for which money damages would not be an account designated adequate remedy. Accordingly, each of Parent, Seller, the Company, Buyer and Guarantor agrees that, unless and until this Agreement has been terminated in writing by Buyer.accordance with its terms, each party shall be entitled, for any violation or threatened violation of the provisions of this Agreement or any Buyer Ancillary Agreement or Seller Ancillary Agreement, an injunction or injunctions to restrain such violation or threatened violation and to specifically enforce the terms and provisions of thereof without the necessity of posting a bond or other form of security. In the event that any action should be brought in equity to enforce the provisions of this Agreement or any Buyer Ancillary Agreement or Seller Ancillary Agreement, no party hereto or any of their respective Affiliates, will allege, and each party hereby waives the defense, that there is an adequate remedy at law. ARTICLE XII

Effect of Termination; Remedies. (a) In the event of termination of If this Agreement is terminated pursuant to any of Section 7.1, this Agreement shall become null and void and have no effect and no party hereto shall have any liability to the other parties hereto or their respective Affiliates, directors, officers, employees, Representatives or shareholders, except for the obligations of the parties to this Agreement contained in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled pursuant to Section 7.2(e8.1(a), Section 8.1(b), Section 8.1(c), Section 8.1(e), Section 8.1(f) and Section 8.1(h), then, within two Business Days after such termination, Seller shall return the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than ’s Deposit to Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 only. (b) If this Agreement is terminated pursuant to Section 7.1(a8.1(g), 7.1(b)(v), 7.1(b)(vi), 7.1(c)(iv) [or 7.1(c)(v)], then, (i) within two Business Days after such termination, Seller shall return the DepositBuyer’s Deposit to Buyer and (ii) if Seller consummates an Alternative Transaction within 30 days after such termination, together with any interest accrued thereonSeller also shall pay to Buyer a break-up fee equal to 3% of the Purchase Price (the “Break-Up Fee”), upon the closing of such Alternative Transaction, provided however, that pending payment of the Break-Up Fee Buyer shall be returned deemed to Buyer in accordance with the terms have an allowed administrative expenses claim for such amounts pursuant to sections 503(a)and(b) and 507(a)(2) of the Escrow AgreementBankruptcy Code. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i8.1(d), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(ii) or Section 7.1(c)(iii)otherwise due to Buyer’s breach of this Agreement, then, within two Business Days after such termination (i) in addition to any other remedies available to Seller, Seller shall retain the Buyer’s Deposit, together with ; and any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Transaction Expenses; provided, however, if court order approving this Agreement is terminated pursuant to Section 7.1(b)(ivshall so provide. (d) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to Any payments of the Break-Up Fee and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereof. (d) If under this Agreement is terminated pursuant to Section 7.1(d)(i), then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon8.2, shall be delivered to Sellers in accordance with the terms of the Escrow Agreement. (e) If this Agreement is terminated pursuant to Section 7.1(c)(i), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement; provided, however, that so long as the parties act in accordance with the standard of conduct required by Section 5.3, the failure to obtain any third party consents or approvals pursuant to this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, that if this Agreement is terminated pursuant to Section 7.1(c)(i) because of an intentional breach by any Seller of any of its covenants or agreements contained in this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination pursuant to Section 7.1(c)(i). (f) If this Agreement is terminated as a result of Section 7.1(e) then, upon consummation of an Alternative Transaction (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (g) If this Agreement is terminated pursuant to Section 7.1(b)(iii) then within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the provisions of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement. (i) Any payments of the Breakup Fee, Expense Reimbursement or Transaction Expenses under this Section 7.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer.. Seller acknowledges that the Break-Up Fee (or any portion thereof) are necessary and appropriate expenses for the administration of its estate, pursuant to sections 503 and 507 of the Bankruptcy Code, and that the Break-Up Fee (or any portion thereof) are allowed administrative expenses against its estate. Notwithstanding the foregoing, the Break-Up Fee shall be payable exclusively and directly from the cash component consideration of the Alternative Transaction, if and when paid. Seller has no obligation to make such payments from any other cash or sources of cash whatsoever..

Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.110.1, this Agreement shall become null and void and have no effect (other than Article 10, Article 11, and Article 12, which shall survive termination), with no party hereto shall have any liability to on the other parties hereto part of Seller or Buyer, or their respective AffiliatesAffiliates or Related Persons, directors, officers, employees, Representatives or shareholderswith respect to this Agreement, except for (i) the obligations liability of the parties to this Agreement contained in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any a party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled its own expenses pursuant to Section 7.2(e11.4, (ii) the obligation of Buyer under Section 6.1(a) and (iii) any liability provided for in Section 10.2(b) through Section 10.2(d), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 onlyinclusive. (b) If this Agreement is terminated pursuant to Section 7.1(a10.1(a), 7.1(b)(vSection 10.1(d), 7.1(b)(viSection 10.1(e), 7.1(c)(ivSection 10.1(f), Section 10.1(g), Section 10.1(h), Section 10.1(i) [or 7.1(c)(vSection 10.1(j)], thenthen the Good Faith Deposit shall, within two three (3) Business Days after such terminationDays, the Deposit, together with any interest accrued thereon, shall be returned by Seller to Buyer in accordance with the terms of the Escrow AgreementBuyer. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i10.1(b), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(ii10.1(c) or Section 7.1(c)(iii3.2(a), thenthen Seller may, within two Business Days after such termination at its sole election (i) within three (3) Business Days, retain the Good Faith Deposit, together with any interest accrued thereonas liquidated damages (the “Break Fee”), shall be returned or (ii) without limitation to Seller’s remedies under clause (i) of this Section 10.2(c) require Buyer in accordance with to specifically perform under the terms of the Escrow this Agreement and (ii) Parent shall pay each of the Ancillary Agreements to which Buyer the Transaction Expenses; provided, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to the Break-Up Fee and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereofparty. (d) If this Agreement is terminated pursuant Notwithstanding anything to the contrary herein, but without limitation to the right to enforce covenants as set forth in Article VI (if the Closing shall have occurred) or the provisions of Section 7.1(d)(i3.2(a), then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be delivered to Sellers in accordance with the terms of the Escrow Agreement. (e) If this Agreement is terminated pursuant to Section 7.1(c)(i), then, within two Business Days after such termination, (i) Seller’s entitlement to the DepositBreak Fee (to the extent provided for in this Agreement) will constitute liquidated damages (and not a penalty) and, together with any interest accrued thereonif Seller retains such amount, then notwithstanding anything to the contrary contained herein, such Break Fee shall be returned the sole and exclusive remedy available to Buyer Seller and any other Person against Buyer, its Subsidiaries, and any of their respective Affiliates in accordance connection with this Agreement and the terms transactions contemplated hereby (including as a result of the Escrow failure to consummate the Closing or for a breach or failure to perform hereunder or otherwise) and none of Buyer, its Subsidiaries or any of their respective Affiliates shall have any further liability relating to or arising out of this Agreement or the transactions contemplated hereby, and (ii) Parent Buyer’s entitlement to the reimbursement of the Good Faith Deposit (to the extent provided for in this Agreement) shall pay be the sole and exclusive remedy (at law, in equity or otherwise) available to Buyer and any other Person against Seller, its Subsidiaries, and any of their respective Affiliates in connection with this Agreement and the Expense Reimbursement; provided, however, that so long transactions contemplated hereby (including as the parties act in accordance with the standard a result of conduct required by Section 5.3, the failure to obtain consummate the Closing or for a breach or failure to perform hereunder or otherwise) and none of Seller, its Subsidiaries or any third party consents of their respective Affiliates shall have any further liability relating to or approvals pursuant to arising out of this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, or the transactions contemplated hereby. Each Party acknowledges that if this Agreement is terminated pursuant to Section 7.1(c)(i) because of an intentional breach by any Seller of any of its covenants or the agreements contained in this Section 10.2 are an integral part of the transactions contemplated by this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination pursuant to Section 7.1(c)(i)that without these agreements such Party would not have entered into this Agreement. (f) If this Agreement is terminated as a result of Section 7.1(e) then, upon consummation of an Alternative Transaction (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (g) If this Agreement is terminated pursuant to Section 7.1(b)(iii) then within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the provisions of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement. (i) Any payments of the Breakup Fee, Expense Reimbursement or Transaction Expenses under this Section 7.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer.

Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.1SECTION 8.1, this Agreement shall become null and void and have no effect (other than Articles 8, 9, and 10, which shall survive termination), with no party hereto shall have any liability to on the other parties hereto part of the LTV Companies or Buyer, or their respective AffiliatesAffiliates or Related Persons, directors, officers, employees, Representatives with respect to this Agreement or shareholdersany Ancillary Agreement, except for (i) the obligations liability of the parties to this Agreement contained in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any a party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled its own expenses pursuant to Section 7.2(eSECTION 10.3; and (ii) any liability provided for in SECTION 8.2(b) through SECTION 8.2(g), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 onlyinclusive. (b) If this Agreement is terminated pursuant to Section 7.1(aSECTION 8.1(d) (solely with respect to the conditions set forth in 1(c)(i) or 7.1(d) not being satisfied or waived), 7.1(b)(vSECTION 8.1(e), 7.1(b)(viSECTION 8.1(f), 7.1(c)(ivSECTION 8.1(g) [(solely with respect to the conditions set forth in Sections 7.2(b), 7.2(c), 7.2(d), 7.2(e)(i), 7.2(f), 7.2(g) and 7.2(h) not being satisfied or 7.1(c)(v)], waived) and SECTION 8.1(h) then, within two Business Days after upon such termination, the Deposit, together with any interest accrued thereon, Performance Deposit shall be returned to Buyer, the balance held in the Hot Idle Account shall be paid to Buyer, and Sellers shall pay to Buyer an amount equal to the amount paid to Sellers from the Hot Idle Account. In addition, Buyer shall be reimbursed by Sellers upon demand for all of its out-of-pocket expenses (subject to a $1,000,000 cap only in accordance with the terms case of a termination pursuant to Section 8.1(g) arising out of the Escrow Agreementcondition set forth in Section 7.2(h) not being satisfied or waived) incurred in connection with this Agreement and the transactions contemplated hereby. (c) If this Agreement is terminated pursuant to (i) Section 7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 8.1(a) or (ii) SECTION 8.1(d) or 8.1(G) as a result of the failure to satisfy the conditions set forth in SECTION 7.1(c)(ii) or Section 7.1(c)(iii7.2(e)(ii), respectively,then, within two Business Days after upon such termination (i) termination, the Deposit, together with any interest accrued thereon, Performance Deposit shall be returned to Buyer the Buyer, the balance held in accordance with the terms of Hot Idle Account shall be paid to the Escrow Agreement Buyer, and (ii) Parent the Sellers shall pay to Buyer the Transaction Expenses; provided, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to 50% of the Breakamount paid to Sellers from the Hot Idle Account. In addition, Buyer shall be reimbursed by Sellers upon demand for 50% of its out-Up Fee of- pocket expenses incurred in connection with this Agreement and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereoftransactions contemplated thereby. (d) If this Agreement is terminated pursuant to Section 7.1(d)(iSECTION 8.1(b), then, within two Business Days after such termination, then Sellers shall retain all amounts paid to it from the DepositHot Idle Account and shall be paid the Performance Deposit and the balance held in the Hot Idle Account, together with any interest accrued thereon, shall be delivered to Sellers in accordance with the terms of the Performance Escrow Agreement and the Hot Idle Escrow Agreement. (e) If this Agreement is terminated pursuant to Section 7.1(c)(iSECTION 8.1(c) or 8.1(i), thenSellers shall retain all amounts paid to it from the Hot Idle Account, within two Business Days after such termination, (i) be paid the DepositPerformance Deposit and the balance held in the Hot Idle Account, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement; provided, however, that so long as the parties act in accordance with the standard of conduct required by Section 5.3, the failure to obtain any third party consents or approvals pursuant to this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, that if this Agreement is terminated pursuant to Section 7.1(c)(i) because of an intentional breach by any Seller of any of its covenants or agreements contained in this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination pursuant to Section 7.1(c)(i). (f) If this Agreement is terminated as a result of Section 7.1(epursuant to SECTION 8.1(h) then, upon consummation of because an Alternative Transaction (i) was consummated, then, in addition to the Depositamounts set forth in SECTION 8.2(b), together with any interest accrued thereon Buyer shall be returned entitled to Buyer receive from LTV a payment in accordance with the terms amount equal to $4,000,000 (the "Break-Up Fee"). Such Break-Up Fee shall be paid on the date of consummation of the Escrow Agreement Alternative Transaction without the requirement of any notice or demand from Buyer. The Break-Up Fee shall be payable directly from and (ii) Parent shall secured by the cash component consideration of the Alternative Transaction consummated by LTV. The obligations of LTV to pay to Buyer the Break-Up Fee shall be entitled to administrative expense claim status under 11 U.S.C. SECTIONS 503(b)(1)(A) and the Expense Reimbursement507(A)(1), which shall not be subordinate to any other administrative expense claim. (g) If this Agreement is terminated pursuant to Section 7.1(b)(iiiSECTION 8.1(e) then within two Business Days after such termination (ior 8.1(f) and subsequent thereto, an Alternative Transaction is consummated, then, in addition to the Depositamounts set forth in SECTION 8.2(b), together with any interest accrued thereon Buyer shall be returned entitled to Buyer receive from LTV a payment in accordance the amount equal to $4,000,000 ($3,000,000 if the aggregate gross proceeds received (counting any indebtedness issued or assumed by the purchaser in such transaction at the face amount thereof) in the Alternative Transaction with respect to the provisions Acquired Assets (other than the Additional Assets) is less than the Acquired Asset Purchase Price) (the "Break-Up Fee") Such Break-Up Fee shall be paid on the date of consummation of the Escrow Agreement Alternative Transaction without the requirement of any notice or demand from Buyer. The Break-Up Fee shall be payable directly from and (ii) Parent shall secured by the cash component consideration of the Alternative Transaction consummated by LTV. The obligations of LTV to pay to Buyer the Break-Up Fee shall be entitled to administrative expense claim status under 11 U.S.C. Section 503(b)(1)(A) and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii507(A)(1), then, within two Business Days after such termination, (i) the Deposit, together with which shall not be subordinate to any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursementother administrative expense claim. (i) Any payments of the Breakup Fee, Expense Reimbursement or Transaction Expenses under this Section 7.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer.

Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.18.1, this Agreement shall become null and void and have no effect (other than Article 8, Article 11 and Article 12, which shall survive termination), with no party hereto shall have any liability to on the other parties hereto part of Sellers, ISG or Buyer, or their respective AffiliatesAffiliates or respective Related Persons, directors, officers, employees, Representatives with respect to this Agreement or shareholdersany Ancillary Agreement, except for the obligations of the parties to this Agreement contained any liability provided for in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled pursuant to Section 7.2(e), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 onlyArticle 8. (b) If this Agreement is terminated pursuant to Section 7.1(a8.1(a), 7.1(b)(vSection 8.1(b), 7.1(b)(viSection 8.1(c), 7.1(c)(ivSection 8.1(f) [or 7.1(c)(vSection 8.1(g) then, within two Business Days after such termination, (i) the Performance Deposit, together with any interest accrued thereon, shall be returned to Buyer and (ii) in the case of termination pursuant to Section 8.1(a) in circumstances where, at the time of such termination, the PBGC Release shall not have been obtained, the Parent shall pay to Buyer 50% of the Expense Reimbursement in cash, up to a maximum of $2,500,000. (c) If this Agreement is terminated pursuant to Section 8.1(d)], then, within two Business Days after such termination, the Performance Deposit, together with any interest accrued thereon, shall be paid to Sellers in accordance with the terms of the Performance Escrow Agreement. (d) If this Agreement is terminated pursuant to Section 8.1(e), then, within two Business Days after such termination, (i) the Performance Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(ii) or Section 7.1(c)(iii), then, within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Performance Escrow Agreement and (ii) Parent shall pay to Buyer the Transaction Expenses; provided, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to the Break-Up Fee and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereof. (d) If this Agreement is terminated pursuant to Section 7.1(d)(i), then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be delivered to Sellers Reimbursement in accordance with the terms of the Escrow Agreementcash. (e) If this Agreement is terminated pursuant to Section 7.1(c)(i), 8.1(h) then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement; provided, however, that so long as the parties act in accordance with the standard of conduct required by Section 5.3, the failure to obtain any third party consents or approvals pursuant to this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, that if this Agreement is terminated pursuant to Section 7.1(c)(i) because of an intentional breach by any Seller of any of its covenants or agreements contained in this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination pursuant to Section 7.1(c)(i). (f) If this Agreement is terminated as a result of Section 7.1(e) then, upon consummation of an Alternative Transaction (i) the Performance Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the terms of the Performance Escrow Agreement and (ii) Parent shall sha ll pay to Buyer a break-up fee in cash equal to $27,000,000 (the "Break-Up Fee Fee") and the Expense ReimbursementReimbursement in cash. (g) If this Agreement is terminated pursuant to Section 7.1(b)(iii) then within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the provisions of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement. (if) Any payments of the Breakup Fee, Fee or Expense Reimbursement or Transaction Expenses under this Section 7.2 8.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer. The Breakup Fee and the Expense Reimbursement shall be payable directly from and secured by the cash component consideration of the Alternative Transaction.

Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.1SECTION 8.1, this Agreement shall become null and void and have no effect (other than Articles 8, 9, and 10, which shall survive termination), with no party hereto shall have any liability to on the other parties hereto part of the LTV Companies or Buyer, or their respective AffiliatesAffiliates or Related Persons, directors, officers, employees, Representatives with respect to this Agreement or shareholdersany Ancillary Agreement, except for (i) the obligations liability of the parties to this Agreement contained in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any a party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled its own expenses pursuant to Section 7.2(eSECTION 10.3; and (ii) any liability provided for in SECTION 8.2(b) through SECTION 8.2(g), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 onlyinclusive. (b) If this Agreement is terminated pursuant to Section 7.1(aSECTION 8.1(d) (solely with respect to the conditions set forth in 1(c)(i) or 7.1(d) not being satisfied or waived), 7.1(b)(vSECTION 8.1(e), 7.1(b)(viSECTION 8.1(f), 7.1(c)(ivSECTION 8.1(g) [(solely with respect to the conditions set forth in Sections 7.2(b), 7.2(c), 7.2(d), 7.2(e)(i), 7.2(f), 7.2(g) and 7.2(h) not being satisfied or 7.1(c)(v)], waived) and SECTION 8.1(h) then, within two Business Days after upon such termination, the Deposit, together with any interest accrued thereon, Performance Deposit shall be returned to Buyer, the balance held in the Hot Idle Account shall be paid to Buyer, and Sellers shall pay to Buyer an amount equal to the amount paid to Sellers from the Hot Idle Account. In addition, Buyer shall be reimbursed by Sellers upon demand for all of its out-of-pocket expenses (subject to a $1,000,000 cap only in accordance with the terms case of a termination pursuant to Section 8.1(g) arising out of the Escrow Agreementcondition set forth in Section 7.2(h) not being satisfied or waived) incurred in connection with this Agreement and the transactions contemplated hereby. (c) If this Agreement is terminated pursuant to (i) Section 7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 8.1(a) or (ii) SECTION 8.1(d) or 8.1(G) as a result of the failure to satisfy the conditions set forth in SECTION 7.1(c)(ii) or Section 7.1(c)(iii7.2(e)(ii), respectively,then, within two Business Days after upon such termination (i) termination, the Deposit, together with any interest accrued thereon, Performance Deposit shall be returned to Buyer the Buyer, the balance held in accordance with the terms of Hot Idle Account shall be paid to the Escrow Agreement Buyer, and (ii) Parent the Sellers shall pay to Buyer the Transaction Expenses; provided, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to 50% of the Breakamount paid to Sellers from the Hot Idle Account. In addition, Buyer shall be reimbursed by Sellers upon demand for 50% of its out-Up Fee of-pocket expenses incurred in connection with this Agreement and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereoftransactions contemplated thereby. (d) If this Agreement is terminated pursuant to Section 7.1(d)(iSECTION 8.1(b), then, within two Business Days after such termination, then Sellers shall retain all amounts paid to it from the DepositHot Idle Account and shall be paid the Performance Deposit and the balance held in the Hot Idle Account, together with any interest accrued thereon, shall be delivered to Sellers in accordance with the terms of the Performance Escrow Agreement and the Hot Idle Escrow Agreement. (e) If this Agreement is terminated pursuant to Section 7.1(c)(iSECTION 8.1(c) or 8.1(i), thenSellers shall retain all amounts paid to it from the Hot Idle Account, within two Business Days after such termination, (i) be paid the DepositPerformance Deposit and the balance held in the Hot Idle Account, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement; provided, however, that so long as the parties act in accordance with the standard of conduct required by Section 5.3, the failure to obtain any third party consents or approvals pursuant to this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, that if this Agreement is terminated pursuant to Section 7.1(c)(i) because of an intentional breach by any Seller of any of its covenants or agreements contained in this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination pursuant to Section 7.1(c)(i). (f) If this Agreement is terminated as a result of Section 7.1(epursuant to SECTION 8.1(h) then, upon consummation of because an Alternative Transaction (i) was consummated, then, in addition to the Depositamounts set forth in SECTION 8.2(b), together with any interest accrued thereon Buyer shall be returned entitled to Buyer receive from LTV a payment in accordance with the terms amount equal to $4,000,000 (the "Break-Up Fee"). Such Break-Up Fee shall be paid on the date of consummation of the Escrow Agreement Alternative Transaction without the requirement of any notice or demand from Buyer. The Break-Up Fee shall be payable directly from and (ii) Parent shall secured by the cash component consideration of the Alternative Transaction consummated by LTV. The obligations of LTV to pay to Buyer the Break-Up Fee shall be entitled to administrative expense claim status under 11 U.S.C. SECTIONS 503(b)(1)(A) and the Expense Reimbursement507(A)(1), which shall not be subordinate to any other administrative expense claim. (g) If this Agreement is terminated pursuant to Section 7.1(b)(iiiSECTION 8.1(e) then within two Business Days after such termination (ior 8.1(f) and subsequent thereto, an Alternative Transaction is consummated, then, in addition to the Depositamounts set forth in SECTION 8.2(b), together with any interest accrued thereon Buyer shall be returned entitled to Buyer receive from LTV a payment in accordance the amount equal to $4,000,000 ($3,000,000 if the aggregate gross proceeds received (counting any indebtedness issued or assumed by the purchaser in such transaction at the face amount thereof) in the Alternative Transaction with respect to the provisions Acquired Assets (other than the Additional Assets) is less than the Acquired Asset Purchase Price) (the "Break-Up Fee") Such Break-Up Fee shall be paid on the date of consummation of the Escrow Agreement Alternative Transaction without the requirement of any notice or demand from Buyer. The Break-Up Fee shall be payable directly from and (ii) Parent shall secured by the cash component consideration of the Alternative Transaction consummated by LTV. The obligations of LTV to pay to Buyer the Break-Up Fee shall be entitled to administrative expense claim status under 11 U.S.C. Section 503(b)(1)(A) and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii507(A)(1), then, within two Business Days after such termination, (i) the Deposit, together with which shall not be subordinate to any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursementother administrative expense claim. (i) Any payments of the Breakup Fee, Expense Reimbursement or Transaction Expenses under this Section 7.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer.

Effect of Termination; Remedies. (a) In the event of termination of that this Agreement pursuant to is terminated as provided in this Article 13, then each of the Parties will be relieved of its duties and obligations arising under this Agreement after the date of such termination and there will be no Liability on Buyer, any Seller or any of their respective representatives; provided, however, that the provisions of Section 7.13.1(b), this Agreement shall become null Section 13.3 and void and have no effect and no party hereto shall have any liability Article 14 (other than Section 14.8) and, to the other parties hereto or their respective Affiliatesextent necessary to effectuate the foregoing enumerated provisions, directorsArticle 1, officerswill survive any such termination and will be enforceable hereunder; provided, employeesfurther, Representatives or shareholders, except for the obligations of the parties to this Agreement contained in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve releases any party Party from liability Liability for any willful breach Willful Breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled pursuant to Section 7.2(e), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court or for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 onlyFraud. (b) If Notwithstanding anything to the contrary in this Agreement is terminated pursuant Agreement, but without limiting the Parties’ rights set forth in Section 14.8 prior to Section 7.1(a), 7.1(b)(v), 7.1(b)(vi), 7.1(c)(iv) [or 7.1(c)(v)], then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms termination of the Escrow this Agreement.: (c) If this Agreement is terminated pursuant to Section 7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(ii) or Section 7.1(c)(iii), then, within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Transaction Expenses; provided, however, if this Agreement is terminated (A) pursuant to Section 7.1(b)(iv13.1(a), (B) and following by Buyer pursuant to Section 13.1(b), Section 13.1(c) or Section 13.1(g), (C) by the Company pursuant to Section 13.1(b) (if at such termination a Subsequent Transaction is consummatedtime Buyer would also be entitled to terminate the Agreement pursuant to such provision), Parent or (D) by either the Company or Buyer pursuant to Section 13.1(e), or Section 13.1(f), then the Parties shall pay cause the Escrow Agent to refund to Buyer an amount equal to the Break-Up Fee Escrowed Funds within five (5) Business Days of such termination, and the Expense ReimbursementParties acknowledge and agree that in such circumstance, less the return of the Escrowed Funds shall be the sole and exclusive remedy of Buyer in lieu of any previously paid Transaction Expensesother damages or remedies available at Law or in equity, simultaneously with including any right to obtain specific performance of the consummation thereof. (d) If this Agreement is terminated Sale Transaction, or other equitable relief pursuant to Section 7.1(d)(i), then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be delivered to Sellers in accordance with the terms of the Escrow Agreement.14.8; and (e) If this Agreement is terminated pursuant to Section 7.1(c)(i), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement; provided, however, that so long as the parties act in accordance with the standard of conduct required by Section 5.3, the failure to obtain any third party consents or approvals pursuant to this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, that if this Agreement is terminated (A) by the Company pursuant to Section 7.1(c)(i13.1(b) because of an intentional breach (if at such time Buyer is not entitled to terminate the Agreement pursuant to such provision) or (B) by any Seller of any of its covenants or agreements contained in this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination Company pursuant to Section 7.1(c)(i). (f) If this Agreement is terminated as a result of Section 7.1(e) then, upon consummation of an Alternative Transaction (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (g) If this Agreement is terminated pursuant to Section 7.1(b)(iii) then within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the provisions of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii13.1(d), then, the Parties shall cause the Escrow Agent to pay to the Company an amount equal to the Escrowed Funds within two five (5) Business Days after of such termination, and the Parties acknowledge and agree that in such circumstance, (i1) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms amount of the Escrow Agreement Performance Deposit represents the Parties’ reasonable estimate of the Sellers’ actual damages and the extent of the actual damages is difficult and impracticable to ascertain and (ii2) Parent shall pay to Buyer the Expense Reimbursement. (i) Any payments retention of the Breakup FeeEscrowed Funds as liquidated damages is reasonable, Expense Reimbursement or Transaction Expenses does not constitute a penalty, and is the Sellers’ sole legal and equitable remedy under this Agreement in lieu of any other damages or remedies available at Law or in equity, including any right to obtain specific performance of the Sale Transaction or other equitable relief pursuant to Section 7.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer14.8.

Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.1, this Agreement shall become null and void and have no effect and no party hereto shall have any liability to the other parties hereto or their respective Affiliates, directors, officers, employees, Representatives or shareholders, except for the obligations of the parties to this Agreement contained in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled pursuant to Section 7.2(e), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 only. (b) If this Agreement is terminated pursuant to Section 7.1(a), 7.1(b)(v), 7.1(b)(vi), 7.1(c)(iv), 7.1(c)(v) [or 7.1(c)(v7.1(d)(ii)], then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(ii) or Section 7.1(c)(iii), then, within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Transaction Expenses; provided, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to the Break-Up Fee and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereof. (d) If this Agreement is terminated pursuant to Section 7.1(d)(i), then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be delivered to Sellers in accordance with the terms of the Escrow Agreement. (e) If this Agreement is terminated pursuant to Section 7.1(c)(i), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement; provided, however, that so long as the parties act in accordance with the standard of conduct required by Section 5.3, the failure to obtain any third party consents or approvals pursuant to this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, that if this Agreement is terminated pursuant to Section 7.1(c)(i) because of an intentional breach by any Seller of any of its covenants or agreements contained in this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination pursuant to Section 7.1(c)(i). (f) If this Agreement is terminated as a result of Section 7.1(e) then, upon consummation of an Alternative Transaction (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (g) If this Agreement is terminated pursuant to Section 7.1(b)(iii) then within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the provisions of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement. (i) Any payments of the Breakup Fee, Expense Reimbursement or Transaction Expenses under this Section 7.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer.

Effect of Termination; Remedies. (a) In the event of the termination of this Agreement and the abandonment of the Contemplated Transactions pursuant to Section 7.1, 13.1: 13.2.1 this Agreement shall forthwith become null and void and have of no effect further force and no party hereto shall have any liability to the other parties hereto or their respective Affiliates, directors, officers, employees, Representatives or shareholderseffect, except for the obligations of the parties to this Agreement contained in that Section 11.5, this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 13.2 and 8.18 Article 14 and the Confidentiality Agreement, and except that nothing all applicable definitions in this Agreement will relieve shall survive such termination; 13.2.2 Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from any party Seller or any of their respective Representatives relating to the Contemplated Transactions, whether so obtained before or after the execution hereof, to Sellers; 13.2.3 Sellers shall return all documents, work papers and other materials (and all copies thereof) obtained from liability for any willful breach Buyer or any of its Representatives relating to the Contemplated Transactions, whether so obtained before or after the execution hereof, to Buyer; 13.2.4 all filings, applications and other submissions made to any representationPerson, warrantyincluding any Governmental Authority, covenant or agreement set forth in connection with the Contemplated Transactions shall, to the extent practicable, be withdrawn from such Person; and 13.2.5 the sole and exclusive rights and remedies of a Party, if any, following a termination under Section 13.1 shall be termination of this Agreement prior to such termination (a "Breach")without other recourse; it being understood provided that, without limiting Buyer's rights notwithstanding anything to receive the payments to which it may be entitled pursuant to Section 7.2(e)contrary herein, in the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 only. (b) If event that this Agreement is terminated for any reason other than pursuant to Section 7.1(a), 7.1(b)(v), 7.1(b)(vi), 7.1(c)(iv) [or 7.1(c)(v)], then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(ii) or Section 7.1(c)(iii), then, within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Transaction Expenses; provided, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to the Break-Up Fee and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereof. (d) If this Agreement is terminated pursuant to Section 7.1(d)(i), then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be delivered to Sellers in accordance with the terms of the Escrow Agreement. (e) If this Agreement is terminated pursuant to Section 7.1(c)(i), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement; provided, however, that so long as the parties act in accordance with the standard of conduct required by Section 5.3, the failure to obtain any third party consents or approvals pursuant to this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, that if this Agreement is terminated pursuant to Section 7.1(c)(i) because of an intentional breach by any Seller of any of its covenants or agreements contained in this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination pursuant to Section 7.1(c)(i). (f) If this Agreement is terminated 13.1.3 as a result of Section 7.1(e) thena breach by Buyer, upon consummation and at the time of an Alternative Transaction (i) the Depositsuch termination no such breach by Buyer shall have occurred and be continuing, together with any interest accrued thereon then Buyer shall be returned entitled to return of the entire ROFO Deposit Amount and Sellers shall cooperate with Buyer to cause the Title Company to pay and deliver the ROFO Deposit Amount over to Buyer in accordance with promptly after termination of this Agreement; provided further that, notwithstanding anything to the terms contrary herein, if all of the Escrow Agreement conditions set forth in Articles 7 and 8 (iiexcluding those conditions which by their nature are to be satisfied as part of the Closing, but subject to the fulfillment or waiver of those conditions) Parent shall pay to Buyer the Break-Up Fee have been satisfied or waived and the Expense Reimbursement. (g) If this Agreement is terminated pursuant Buyer fails to Section 7.1(b)(iii) close, then within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon Sellers shall be returned entitled to Buyer in accordance with the provisions payment of the Escrow Agreement entire ROFO Deposit Amount and (ii) Parent Buyer shall cooperate with Sellers to cause the Title Company to pay and deliver the ROFO Deposit Amount over to Buyer the Break-Up Fee and the Expense ReimbursementSellers promptly after termination of this Agreement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement. (i) Any payments of the Breakup Fee, Expense Reimbursement or Transaction Expenses under this Section 7.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer.

Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.110.1, this Agreement shall become null and void and have no effect (other than Article 10, Article 11, and Article 12, which shall survive termination), with no party hereto shall have any liability to on the other parties hereto part of Seller or Buyer, or their respective AffiliatesAffiliates or Related Persons, directors, officers, employees, Representatives or shareholderswith respect to this Agreement, except for (i) the obligations liability of the parties to this Agreement contained in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any a party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled its own expenses pursuant to Section 7.2(e11.4, (ii) the obligation of Buyer under Section 6.1(a) and (iii) any liability provided for in Section 10.2(b) through Section 10.2(d), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 onlyinclusive. (b) If this Agreement is terminated pursuant to Section 7.1(a10.1(a), 7.1(b)(vSection 10.1(d) (other than a termination due to the condition contained in Section 9.1(c)(ii)), 7.1(b)(viSection 10.1(e), 7.1(c)(ivSection 10.1(f), Section 10.1(g) [(other than a termination due to the conditions contained in Section 9.2(c)(ii)), Section 10.1(h), Section 10.1(i), or 7.1(c)(v)], thenSection 10.1(j) then the Good Faith Deposit shall, within two three (3) Business Days after such terminationDays, the Deposit, together with any interest accrued thereon, shall be returned by Seller to Buyer in accordance with the terms of the Escrow AgreementBuyer. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i10.1(b), Section 7.1(b)(ii10.1(c), Section 7.1(b)(iv), 10.1(d) (other than a termination due to the conditions contained in Section 7.1(c)(ii9.1(c)(i) or Section 7.1(c)(iii9.1(d)), thenor Section 10.1(g) (other than a termination due to the conditions contained in Section 9.2(c)(i) or Section 9.2(d)), within two Business Days after such termination then Seller may, at its sole election (i) within three (3) Business Days, retain the Good Faith Deposit, together with any interest accrued thereon, shall be returned as liquidated damages (the “Break Fee”) or (ii) without limitation to Seller’s remedies under clause (i) of this Section 10.2(c) require Buyer in accordance with to specifically perform under the terms of the Escrow this Agreement and (ii) Parent shall pay each of the Ancillary Agreements to which Buyer the Transaction Expenses; provided, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to the Break-Up Fee and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereofparty. (d) If The provisions of this Agreement is terminated pursuant are uniquely related to Section 7.1(d)(i)Seller's and its Affiliates' desire to consummate the transactions contemplated by this Agreement, thenand such transactions represent a unique business opportunity at a unique time for the Seller and its Affiliates. As a result, within two Business Days after such termination, irreparable damage would occur to Seller and its Affiliates in the Deposit, together with event that any interest accrued thereon, shall be delivered to Sellers of the obligations of Buyer under this Agreement were not performed in accordance with their specific terms. Although liquidated or other monetary damages may be available for the breach of covenants and undertakings contained in this Agreement, monetary damages would be difficult to ascertain and an inadequate remedy therefor. Accordingly, if Buyer breaches or threatens to breach any provision of this Agreement, then without limitation to Seller's rights under clause (i) of Section 10.2(c) Seller shall be entitled to an injunction or injunctions, specific performance and any and all other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement, this being in addition to any other remedies to which it is entitled at Law or equity. If Seller seeks an injunction or injunctions to prevent breaches of this Agreement or seeking to enforce specifically the terms and provisions of this Agreement, Seller shall not be required to provide, furnish or post any bond or other security in connection with or as a condition to obtaining any such Order or injunction. Buyer irrevocably waives any right it may have to require the Escrow provision, furnishing or posting of any such bond or other security. If any action or proceeding should be brought in equity to enforce the provisions of this Agreement, Buyer shall not allege, and hereby waives the defense, that there is an adequate remedy at Law. (e) If this Agreement is terminated pursuant Notwithstanding anything to Section 7.1(c)(i)the contrary herein, then, within two Business Days after such termination, but without limitation to the right to enforce covenants as set forth in Article 6 (if the Closing shall have occurred) (i) Seller’s entitlement to the DepositBreak Fee (to the extent provided for in this Agreement) will constitute liquidated damages (and not a penalty) and, together with any interest accrued thereonif Seller retains such amount, then notwithstanding anything to the contrary contained herein, such Break Fee shall be returned the sole and exclusive remedy available to Buyer Seller and any other Person against Buyer, its Subsidiaries, and any of their respective Affiliates in accordance connection with this Agreement and the terms transactions contemplated hereby (including as a result of the Escrow failure to consummate the Closing or for a breach or failure to perform hereunder or otherwise) and none of Buyer, its Subsidiaries or any of their respective Affiliates shall have any further liability relating to or arising out of this Agreement or the transactions contemplated hereby, and (ii) Parent Buyer’s entitlement to the reimbursement of the Good Faith Deposit (to the extent provided for in this Agreement) shall pay be the sole and exclusive remedy (at law, in equity or otherwise) available to Buyer and any other Person against Seller, its Subsidiaries, and any of their respective Affiliates in connection with this Agreement and the Expense Reimbursement; provided, however, that so long transactions contemplated hereby (including as the parties act in accordance with the standard a result of conduct required by Section 5.3, the failure to obtain consummate the Closing or for a breach or failure to perform hereunder or otherwise) and none of Seller, its Subsidiaries or any third party consents of their respective Affiliates shall have any further liability relating to or approvals pursuant to arising out of this Agreement shall not be deemed a breach for purposes of Section 7.1(c)(i); provided further, or the transactions contemplated hereby. Each party acknowledges that if this Agreement is terminated pursuant to Section 7.1(c)(i) because of an intentional breach by any Seller of any of its covenants or the agreements contained in this Section 10.2 are an integral part of the transactions contemplated by this Agreement, then Parent shall pay to Buyer the Break-Up Fee in addition to the Expense Reimbursement within two Business Days after termination pursuant to Section 7.1(c)(i)that without these agreements such party would not have entered into this Agreement. (f) If this Agreement is terminated as a result of Section 7.1(e) then, upon consummation of an Alternative Transaction (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (g) If this Agreement is terminated pursuant to Section 7.1(b)(iii) then within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon shall be returned to Buyer in accordance with the provisions of the Escrow Agreement and (ii) Parent shall pay to Buyer the Break-Up Fee and the Expense Reimbursement. (h) If this Agreement is terminated pursuant to Section 7.1(d)(ii), then, within two Business Days after such termination, (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Expense Reimbursement. (i) Any payments of the Breakup Fee, Expense Reimbursement or Transaction Expenses under this Section 7.2 shall be made by Parent, on behalf of Sellers, by wire transfer of immediately available funds to an account designated in writing by Buyer.