Common use of Effect of Termination; Termination Fee Clause in Contracts

Effect of Termination; Termination Fee. (a) In the event of the termination of this Agreement by either Seller or Purchaser pursuant to Section 13.1, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Seller or Purchaser or their respective officers or directors except with respect to Section 12.1 and Article 15. (b) If, notwithstanding the satisfaction of all the conditions set forth in Article 8, unless the Agreement has been terminated pursuant to Section 13.1, Purchaser is not willing to consummate the transactions contemplated by this Agreement, then Purchaser shall pay to Seller a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Seller's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(b) shall be made not later than two (2) business days after the date of any such willful failure of Purchaser to close. (c) If: (1) notwithstanding the satisfaction of all the conditions set forth in Article 9, unless the Agreement has been terminated pursuant to Section 13.1, Seller is not willing to consummate the transactions contemplated by this Agreement or (2) Seller commits a breach of Section 7.5(iii) hereof, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Purchaser's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(c) shall be made not later than two (2) business days after the date of any such willful failure of Seller to close or Seller's breach of Section 7.5(iii).

Effect of Termination; Termination Fee. (a) In the event of the termination of If this Agreement by either Seller or Purchaser is validly terminated pursuant to Section 13.18.1, this Agreement shall forthwith become null and void and there shall will be no liability or obligation on the part of Seller or Purchaser Buyer (or any of their respective officers Representatives or directors Affiliates), except with respect to as provided in this Section 12.1 and Article 158.2. (b) IfRegardless of the reason for termination, notwithstanding Section 5.4(d), Section 5.18, Section 5.19, Section 7.7, Section 8.2, Section 8.2(d), Section 8.3 and Article IX (and, in each case the satisfaction applicable definitions and rules of all the conditions interpretation set forth in Article 8, unless the Agreement has been terminated pursuant to Section 13.1, Purchaser is not willing to consummate the transactions contemplated by this Agreement, then Purchaser shall pay to Seller a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Seller's sole and exclusive remedy for, I) will survive any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(b) shall be made not later than two (2) business days after the date of any such willful failure of Purchaser to close. (c) If: Upon termination of this Agreement by either Party for any reason, each Party shall return or destroy, in accordance with the terms of the Confidentiality Agreements and Section 5.18, all documents and other materials provided by the other Party relating to the Acquired Assets, the Assumed Liabilities, the Facilities or to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, including any information relating to the Parties to this Agreement, whether obtained before or after the execution of this Agreement, and all information received by Buyer with respect to Seller, the Acquired Assets, the Assumed Liabilities, the Facilities, this Agreement, the Related Agreements or otherwise respecting the transactions contemplated hereby shall remain subject to the terms of the Confidentiality Agreements and Section 5.18. (d) If this Agreement is terminated by Buyer pursuant to Section 8.1(a) (arising out of a failure of Seller to comply in all material respects with its obligations under this Agreement) or Section 8.1(c), and such failure to comply is through no fault of Buyer, and provided that Buyer has complied in all material respects with its obligations under this Agreement, Buyer shall be entitled to recover from Seller all costs incurred by Buyer in connection with the preparation, negotiation and execution of this Agreement or recovery of damages from Seller, including attorneys’ fees and expenses of financial and other advisors. In addition to the foregoing damages (and not in lieu thereof), if such termination by Buyer occurs after January 1, 2018, Buyer is entitled to its loss of bargain, cost of funding or, at the election of Buyer but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them) notwithstanding of Buyer relating to any of the satisfaction Facilities. (e) If this Agreement is terminated by Seller pursuant to Section 8.1(a) (arising out of a failure by Buyer to pay the Purchase Price and make its other Closing deliverables under this Agreement after all of Buyer’s conditions precedents to proceed to Closing have been satisfied) or Section 8.1(b), and such failure to comply is through no fault of Seller, and provided that Seller has complied in all material respects with its obligations under this Agreement, then, and in lieu of any other rights or remedies Seller may have at law or in equity, (i) Buyer hereby agrees to immediately pay to Seller, as liquidated damages (and not a penalty), an amount equal to Twenty-Six Million Two Hundred Fifty Dollars ($26,250,000) in immediately available funds and (ii) Seller shall have the conditions right to immediately seek such relief from the guarantors under the Guaranty to satisfy such payment obligation. The Parties acknowledge and agree that the provisions for payment of liquidated damages in this Section 8.2(d) have been included because, in the event of termination of this Agreement pursuant to Section 8.1(a) or Section 8.1(b), the actual damages to be incurred by Seller are reasonably expected to approximate the amount of liquidated damages set forth in Article 9this Section 8.2(d) and because the actual amount of such damages would be difficult if not impossible to measure and prove precisely. The Parties therefore expressly intend to liquidate damages in advance in accordance with this Section 8.2(d), unless and, without limiting the generality of the foregoing, acknowledge and agree that the amount of liquidated damages set forth in this Section 8.2(d) is reasonable and is not greatly disproportionate to the presumable loss or injury of Seller in the event of termination of this Agreement has been terminated pursuant to Section 13.1, Seller is not willing to consummate 8.1(a) or Section 8.1(b). Buyer acknowledges that the agreements contained in this Section 8.2(d) are an integral part of the transactions contemplated by this Agreement or (2) and that, without these agreements, Seller commits a breach of Section 7.5(iii) hereof, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Purchaser's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with would not enter into this Agreement. The Parties acknowledge and agree that (A) Seller shall be entitled to pursue either payment required of liquidated damages in accordance with this Section 8.2(d) or to be made pursue specific performance pursuant to Section 8.3 and (B) Seller may, in its sole discretion, elect to receive either an award of liquidated damages in accordance with this Section 13.2(c8.2(d) or seek judgment awarding specific performance pursuant to Section 8.3; provided, that the Parties acknowledge and agree that under no circumstance shall Seller be made not later than two (2entitled to receive both payment of liquidated damages in accordance with this Section 8.2(d) business days after the date of any such willful failure of Seller and specific performance pursuant to close or Seller's breach of Section 7.5(iii)8.3.

Effect of Termination; Termination Fee. (a) In the event of the termination and abandonment of this Agreement by either Seller or Purchaser pursuant to Section 13.110.1 of this Agreement, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall forthwith become null survive any such termination and void and there shall be no liability or obligation on the part of Seller or Purchaser or their respective officers or directors except with respect to Section 12.1 and Article 15abandonment. (b) If, notwithstanding the satisfaction of all the conditions set forth in Article 8, unless the Agreement has been terminated pursuant to Section 13.1, Purchaser is not willing to consummate the transactions contemplated by this Agreement, then Purchaser shall pay to Seller a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Seller's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(b) shall be made not later than two (2) business days after the date of this Agreement, (i) Sun terminates this Agreement in accordance with Sections 10.1(g) or 10.1(i), or (ii) an Acquisition Transaction (as defined below) is offered, presented or proposed to Community or its shareholders, and thereafter this Agreement and the Merger are disapproved by Community or by the shareholders of Community, an Acquisition Transaction is consummated or a definitive agreement is entered into by Community relating to an Acquisition Transaction (each of (i) and (ii) being a "Trigger Event"), then immediately upon the occurrence of a Trigger Event and in addition to any other rights and remedies of Sun, Community shall pay Sun a cash amount of $3,250,000 as an agreed-upon termination fee plus reimbursement to Sun for its expenses incurred in negotiation and pursuit of the Agreement and the related transactions contemplated thereunder, including but not limited to fees and expenses of its legal counselors, investment advisors, accountants and related professionals and costs associated with such willful failure transaction and process (collectively, the "Termination Fee"). For purposes of Purchaser this Section 10.2, "Acquisition Transaction" shall, with respect to closeCommunity, mean any of the following: (a) a merger or consolidation, or any similar transaction (other than the Merger) of any company with either Community or Community Bank, (b) a purchase, lease or other acquisition of all or substantially all the assets of either Community or Community Bank, (c) a purchase or other acquisition of "beneficial ownership" by any "person" or "group" (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act) (including by way of merger, consolidation, share exchange, or otherwise) which would cause such person or group to become the beneficial owner of securities representing 15% or more of the voting power of either Community or Community Bank or any significant subsidiary of Community, or (d) a tender or exchange offer to acquire securities representing 15% or more of the voting power of Community. (c) If: (1) notwithstanding Community and Sun agree that the satisfaction Termination Fee is fair and reasonable in the circumstances. If a court of all competent jurisdiction shall nonetheless, by a final, nonappealable judgment, determine that the conditions set forth in Article 9, unless the Agreement has been terminated pursuant to Section 13.1, Seller is not willing to consummate the transactions contemplated by this Agreement or (2) Seller commits a breach of Section 7.5(iii) hereof, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Purchaser's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(c) shall be made not later than two (2) business days after the date amount of any such willful failure Termination Fee exceeds the maximum amount permitted by law, then the amount of Seller such Termination Fee shall be reduced to close or Seller's breach the maximum amount permitted by law in the circumstances, as determined by such court of Section 7.5(iii)competent jurisdiction.

Effect of Termination; Termination Fee. (a) In the event of the termination of this Agreement by either Seller or Purchaser pursuant to Section 13.110.01, this Agreement shall forthwith become null and void and there shall be have no liability or obligation effect, without any Liability on the part of Seller or Purchaser or their respective officers or directors except with respect to any Party hereto; provided, however, that the last sentence of Section 12.1 5.03(b) and the provisions of Section 5.14, Section 5.16(c), this Section 10.02 and Article 15XI hereof shall survive any termination of this Agreement. The Confidentiality Agreement shall not be affected by a termination of this Agreement. (b) If, notwithstanding In the satisfaction of all the conditions set forth in Article 8, unless the event that this Agreement has been is terminated (i) by Parent pursuant to Section 13.110.01(e) or Section 10.01(f) or (ii) by Parent or Buyer pursuant to Section 10.01(c) at a time when this Agreement was terminable by Parent pursuant to Section 10.01(e) (determined without regard to any applicable cure period otherwise available thereunder) or Section 10.01(f), Purchaser is not willing then, in either case, Holdings shall, or shall cause Buyer to, promptly, but in no event later than five (5) Business Days after the date of such termination, pay or cause to consummate be paid to Parent or its designees an amount equal to $26,250,000.00 (the transactions contemplated “Termination Fee”) by this Agreementwire transfer of immediately available funds. If Holdings or Buyer fails to pay the Termination Fee when due, then Purchaser and, in order to obtain such payment, Parent commences an Action that results in a judgment against Holdings or Buyer for the Termination Fee, Holdings shall, or shall cause Buyer to, pay to Seller a termination fee Parent, together with the Termination Fee, (A) interest on the Termination Fee from the date of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Seller's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or at a rate per annum equal to the facts Prime Rate and circumstances resulting in such termination or otherwise related to or otherwise arising out of or (B) Parent’s costs and expenses (including reasonable attorneys’ fees) in connection with this Agreementsuch Action. The payment Without limiting Parent’s right to obtain an award of specific performance permitted by Section 11.09, solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Termination Fee or expanding the circumstances in which the Termination Fee is to be paid, it is agreed that the Termination Fee is a liquidated damage, and not a penalty. For the avoidance of doubt, in no event shall Holdings or Buyer be required to be made pursuant pay the Termination Fee on more than one occasion. Notwithstanding anything to the contrary, in the event that the Closing does not occur solely as a result of Parent’s breach of the Parent Backstop and this Section 13.2(b) Agreement is terminated in such a way as would give rise to payment of a Termination Fee, no such Termination Fee shall be made not later than two (2) business days after the date of any such willful failure of Purchaser to closedue or owing. (c) If: (1) notwithstanding In the satisfaction of all the conditions set forth in Article 9, unless the event that this Agreement has been is terminated pursuant to Section 13.110.01(e) or Section 10.01(f), Seller is not willing or pursuant to consummate Section 10.01(c) at a time when this Agreement was terminable by Parent pursuant to Section 10.01(e) or Section 10.01(f), Parent’s receipt of the Termination Fee from Holdings or Buyer pursuant to Section 10.02(b) and the payment of any other amounts due pursuant to the last sentence of Section 5.03(b), Section 5.16(c) and Section 10.02(b) shall be the sole and exclusive remedy of Parent and the Sellers against Holdings and Buyer and the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of each of Holdings and Buyer, and any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing (the Persons described in this Section 10.02(c)(i), collectively, the “Buyer Group”) for any Damages suffered as a result of any breach of any representation, warranty, covenant or agreement set forth herein, or the failure of the transactions contemplated by this Agreement or (2) Seller commits a breach of Section 7.5(iii) hereof, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Purchaser's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(c) shall be made not later than two (2) business days after the date of any such willful failure of Seller to close or Seller's breach of Section 7.5(iii)consummated.

Effect of Termination; Termination Fee. (a) In the event of the termination of If this Agreement by either Seller or Purchaser is validly terminated pursuant to Section 13.18.1, this Agreement shall forthwith become null and void and there shall will be no liability or obligation on the part of Seller or Purchaser Buyer (or any of their respective officers Representatives or directors Affiliates), except with respect to as provided in this Section 12.1 and Article 158.2. (b) IfRegardless of the reason for termination, notwithstanding Section 5.4(d), Section 5.18, Section 5.19, Section 7.9, Section 8.2, Section 8.3 and ARTICLE IX (and, in each case the satisfaction applicable definitions and rules of all the conditions interpretation set forth in Article 8ARTICLE I) will survive any termination of this Agreement. (c) Upon termination of this Agreement by either Party for any reason, unless each Party shall return or destroy, in accordance with the terms of the Confidentiality Agreement has been and Section 5.18, all documents and other materials provided by the other Party relating to the Acquired Assets, the Assumed Liabilities, the Facilities or to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, including any information relating to the Parties to this Agreement, whether obtained before or after the execution of this Agreement, and all information received by Buyer with respect to Seller, the Acquired Assets, the Assumed Liabilities, the Facilities, this Agreement, the Related Agreements or otherwise respecting the transactions contemplated hereby shall remain subject to the terms of the Confidentiality Agreement and Section 5.18. (d) If this Agreement is terminated by Seller pursuant to Section 13.1, Purchaser is not willing to consummate the transactions contemplated by this Agreement8.1(b), then Purchaser shall notwithstanding any other provision of this Agreement but without limiting any right of Seller to an injunction, specific performance or other non-monetary equitable relief in accordance with Section 8.3, Buyer hereby agrees to pay immediately to Seller a termination fee of $5,000,000. Such payment shall constitute Seller, as liquidated damages in full (and complete satisfaction of, and shall be Seller's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or not a penalty) in connection with any such termination, an amount equal to Twelve Million, Four Hundred Fifty Dollars ($12,450,000) in immediately available funds. The Parties acknowledge and agree that the provisions for payment of liquidated damages in this Section 8.2(d) have been included because, in the event of termination of this Agreement or pursuant to Section 8.1(b), the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required actual damages to be made pursuant incurred by Seller are reasonably expected to this Section 13.2(b) shall be made not later than two (2) business days after approximate the date amount of any such willful failure of Purchaser to close. (c) If: (1) notwithstanding the satisfaction of all the conditions liquidated damages set forth in Article 9this Section 8.2(d) and because the actual amount of such damages would be difficult if not impossible to measure and prove precisely. The Parties therefore expressly intend to liquidate damages in advance in accordance with this Section 8.2(d), unless and, without limiting the generality of the foregoing, acknowledge and agree that the amount of liquidated damages set forth in this Section 8.2(d) is reasonable and is not greatly disproportionate to the presumable loss or injury of Seller in the event of termination of this Agreement has been terminated pursuant to Section 13.1, Seller is not willing to consummate 8.1(b). Buyer acknowledges that the agreements contained in this Section 8.2(d) are an integral part of the transactions contemplated by this Agreement or (2) and that, without these agreements, Seller commits a breach of Section 7.5(iii) hereof, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Purchaser's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with would not enter into this Agreement. The Parties acknowledge and agree that (A) Seller shall be entitled both to pursue payment of liquidated damages in accordance with this Section 8.2(d) and to pursue specific performance pursuant to Section 8.3 and (B) Seller may, in its sole discretion, elect to receive either an award of liquidated damages in accordance with this Section 8.2(d) or judgment awarding specific performance pursuant to Section 8.3; provided, that the Parties acknowledge and agree that under no circumstance shall Seller be entitled to receive both payment of liquidated damages in accordance with this Section 8.2(d) and specific performance pursuant to Section 8.3. (e) In the event Seller or Buyer, as applicable, commences a proceeding in order to obtain (i) payment hereunder that results in a judgment against Buyer or Seller for the amounts set forth in Section 8.2(d), or (ii) specific performance or other equitable relief that results in a judgment against Buyer or Seller pursuant to Section 8.3, then in either case Buyer or Seller, as applicable, shall also pay to Seller or Buyer, as applicable, its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such proceeding, together with interest on the amounts due pursuant to Section 8.2(d) or this Section 8.2(e) from the date such payment was required to be made pursuant to this Section 13.2(c) shall be made not later than two (2) business days after until the date of any payment at the prime lending rate as published in The Wall Street Journal in effect on the date such willful failure of Seller payment was required to close or Seller's breach of Section 7.5(iii)be made.

Effect of Termination; Termination Fee. (a) In the event of the termination of If this Agreement by either Seller or Purchaser is terminated pursuant to Section 13.19.01 hereof, this Agreement shall forthwith become null and void and there shall be terminate with no liability or obligation on the part of Seller any party hereto, except that the agreements contained in Sections 6.01, 10.04 and 10.06 hereof shall survive the termination hereof and the Termination Option Agreement shall survive in accordance with its terms, and except that no such termination shall relieve any party from liability for breach of this Agreement or Purchaser or their respective officers or directors except with respect failure by it to Section 12.1 and Article 15perform its obligations hereunder. (b) IfIn the event that the Company has willfully failed to perform any of its obligations under this Agreement or has breached as of the date hereof any of its representations or warranties contained herein in any material respect, notwithstanding and, as a result of such failure or such breach, either the satisfaction of all Closing shall not have occurred on the conditions set forth in Article 8, unless the Agreement has been terminated date determined pursuant to Section 13.19.03 hereof or this Agreement shall have been terminated (including pursuant to subsections (d), Purchaser is not willing to consummate the transactions contemplated by this Agreement(e) or (f) of Section 9.01 hereof), then Purchaser in any such case, the Company shall promptly, but in no event later than two Trading Days after the date of such failure to close or termination, pay to Seller Buyer a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full 40,000,000 plus an amount, not to exceed $1,000,000, equal to Buyer's actual and complete satisfaction reasonably documented out-of-pocket expenses directly attributable to the proposed acquisition of the Company, including negotiation and shall be Seller's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination execution of this Agreement or and the facts attempted financing and circumstances resulting completion of the Merger, which fee and amount shall be payable in such termination or otherwise related to or otherwise arising out of or in connection with this Agreementsame day funds. The payment In no event shall the Company be required to be made pay more than one termination fee and reimbursement of expenses pursuant to this Section 13.2(b) shall be made not later than two (2) business days after the date of any such willful failure of Purchaser to close9.04(b). (c) If: In the event (1i) notwithstanding that the satisfaction Closing shall not have occurred on the date determined pursuant to Section 9.03 hereof solely due to a failure of all the conditions condition set forth in Article 9Section 8.01(b) or Section 8.01(c) hereof (with respect to any Antitrust Law) to have been satisfied (other than because of the breach of this Agreement by the Company), unless (ii) that Buyer has willfully failed to perform any of its obligations under this Agreement or has breached as of the Agreement has been terminated date hereof any of its representations or warranties contained herein in any material respect, and, as a result of such failure or such breach, either the Closing shall not have occurred on the date determined pursuant to Section 13.1, Seller is not willing to consummate the transactions contemplated by 9.03 hereof or this Agreement shall have been terminated, or (2iii) Seller commits a breach that the election described in the last sentence of Section 7.5(iii7.10(b) hereofhereof shall have been made, then Seller in any such case, Buyer shall promptly, but in no event later than two Trading Days after the date of such failure to close or termination, pay to Purchaser the Company a termination fee of (x) in the case of clause (i) above, $5,000,000. Such payment shall constitute liquidated damages 80,000,000, or (y) in full the case of clause (ii) or (iii) above, $40,000,000, in either case plus an amount, not to exceed $1,000,000, equal to the Company's actual and complete satisfaction reasonably documented out-of-pocket expenses directly attributable to the proposed acquisition of the Company, including negotiation and shall be Purchaser's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination execution of this Agreement or and the facts completion of the Merger, which fee and circumstances resulting amount shall be payable in such termination or otherwise related to or otherwise arising out of or in connection with this Agreementsame day funds. The payment In no event shall Buyer be required to be made pay more than one termination fee and reimbursement of expenses pursuant to this Section 13.2(c) shall be made not later than two (2) business days after the date of any such willful failure of Seller to close or Seller's breach of Section 7.5(iii9.04(c).

Effect of Termination; Termination Fee. (a) In the event of the termination of this Agreement by either Seller or Purchaser pursuant to as provided in Section 13.19.1, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Seller or Purchaser or their respective officers or directors either party except with respect (a) for the provisions of Sections 3.20 and 4.5 relating to broker’s fees and finder’s fees, Section 12.1 5.8 relating to confidentiality, Section 5.10 relating to public announcements, Section 10.1 relating to fees and Article 15. expenses, Section 10.4 relating to notices, Section 10.7 relating to third-party beneficiaries, Section 10.8 relating to governing law, Section 10.9 relating to submission to jurisdiction and this Section 9.2, (b) Ifthat nothing herein shall relieve either party from liability for any intentional breach of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement and (c) for the provisions of the next sentence of this Section 9.2. Notwithstanding the foregoing, notwithstanding in the satisfaction event of: (i) termination of all this Agreement by the conditions set forth in Article 8, unless the Agreement has been terminated Seller pursuant to Section 13.19.1(b)(i) or termination of this Agreement by Parent or the Buyer pursuant to Section 9.1(f) or 9.1(h), Purchaser is not willing Parent or the Buyer shall pay to consummate the transactions contemplated Seller a fee of $3,000,000 (the “Termination Fee”) or (ii) termination of this Agreement by Parent or the Buyer pursuant Section 9.1(b)(ii), the Seller shall pay to the Buyer the Termination Fee. Notwithstanding anything to the contrary in this Agreement, then Purchaser shall pay the Seller’s or the Buyer’s respective right to Seller a termination fee receive payment of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and the Termination Fee pursuant to this Section 9.2 shall be Seller's the sole and exclusive remedy forof the Seller, Parent or the Buyer, as the case may be, or any lossof their respective Affiliates against Parent, liabilitythe Buyer or the Seller or any of their respective Affiliates or any of their respective stockholders, damage partners, members or claim representatives for any and all losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination, and upon payment of the Termination Fee in accordance with this Section 9.2, none of Parent, the Buyer or in connection with the Seller, as applicable, or any such termination of their respective Affiliates or any of their respective stockholders, partners, members or representatives shall have any further liability or obligation relating to or arising out of this Agreement or the facts and circumstances resulting in such termination any Ancillary Agreement or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(b) shall be made not later than two (2) business days after the date of any such willful failure of Purchaser to close. (c) If: (1) notwithstanding the satisfaction of all the conditions set forth in Article 9, unless the Agreement has been terminated pursuant to Section 13.1, Seller is not willing to consummate the transactions contemplated by this Agreement or (2) Seller commits a breach any of Section 7.5(iii) hereof, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Purchaser's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(c) shall be made not later than two (2) business days after the date of any such willful failure of Seller to close or Seller's breach of Section 7.5(iii)Ancillary Agreements.

Effect of Termination; Termination Fee. (a) In the event of the a valid termination of this Agreement by either Seller or Purchaser pursuant to Section 13.111.1, this Agreement shall forthwith become null and void and there shall be have no effect, without any liability or obligation on the part of Buyer, the Company, Seller or Purchaser or any of their respective officers Affiliates, directors, officers, employees, partners, managers, members, equityholders or directors other Representatives, and all rights and obligations of any Party hereto shall cease, except with respect to that the provisions contained in this Section 12.1 11.2, Section 7.1 (Confidentiality), Section 7.3 (Press Releases) and Article 15XII shall survive the termination of this Agreement and, subject to the following provisions of this Section 11.2, no such termination shall relieve any Party hereto from any liability as a result of its material and willful breach of this Agreement prior to such termination. (b) IfIf this Agreement is validly terminated by Seller pursuant to (i) Section 11.1(d), notwithstanding the satisfaction of all the conditions set forth in Article 8, unless the (ii) Section 11.1(e) or (iii) Section 11.1(b) at a time when Seller would have been entitled to terminate this Agreement has been terminated pursuant to Section 13.111.1(e), Purchaser Buyer shall pay to Seller a fee of $18,900,000 (the “Termination Fee”), by wire transfer of immediately available funds, such payment to be made within three (3) Business Days after notice of such termination by Seller is delivered to Buyer. The Parties acknowledge and hereby agree that in no event shall Buyer be required to pay the Termination Fee on more than one occasion, whether or not willing the Termination Fee may be payable under more than one provision of this Agreement at the same or at different times or for the occurrence of different events. (c) The Parties acknowledge and hereby agree that the Termination Fee if, as and when required to consummate be paid in accordance with Section 11.2(b), shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate the Party receiving such amount in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (d) Each of the Parties acknowledges that the agreements contained in this Section 11.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement. Notwithstanding anything to the contrary herein, Seller may pursue both a grant of specific performance under Section 12.12 to consummate the Closing and the payment of the Termination Fee under Section 11.2(b), but under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance under Section 12.12 to consummate the Closing and an award of money damages for failure to consummate the Closing, including all or any portion of the Termination Fee. (e) Notwithstanding anything to the contrary in this Agreement, then Purchaser shall pay but subject to Seller a termination fee Section 11.2(f), if Parent or Buyer breaches this Agreement (whether such breach is intentional and material, unintentional, willful or otherwise) or fails to perform hereunder (whether such failure is intentional and material, unintentional, willful or otherwise), the Seller’s and the Company’s rights to: (i) seek an injunction, specific performance or other equitable relief in accordance with the terms and limitations of $5,000,000. Such payment shall constitute liquidated damages in full Section 12.12; or (ii) terminate this Agreement and complete satisfaction of, and receive the Termination Fee if payable pursuant to Section 11.2(b) shall be Seller's the sole and exclusive remedy forremedies (whether such remedies are sought in equity or at law, in contract, in tort or otherwise) of the Seller, the Company or any other Person against the Buyer Related Parties or the Debt Financing Sources for any losses arising out of or related to this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein), the transactions contemplated by this Agreement (or any failure of such transactions to be consummated), the Debt Commitment Letter, the Debt Financing contemplated therein (or any failure of such financings to be consummated), or in respect of any oral representations made or alleged to be made in connection with this Agreement, the Debt Commitment Letter, the transactions contemplated herein or therein or otherwise; provided that in no event shall Buyer or Parent have any monetary liability or obligations in connection with the transactions contemplated by this Agreement in the aggregate in excess of the amount of the Termination Fee and in no event shall the Seller, the Company or any Related Party of the Company or the Seller seek, directly or indirectly, to recover against any Debt Financing Sources or Buyer Related Parties, or compel payment by any Debt Financing Sources or Buyer Related Parties of, any lossdamages or other payments. (f) Nothing in this Section 11.2 will limit the right of Seller or the Company to bring or maintain, liability, damage or claim receive damages in any Proceeding arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(b) shall be made not later than two (2) business days after the date of any such willful failure of Purchaser to close. (c) If: (1) notwithstanding the satisfaction of all the conditions set forth in Article 9, unless the Agreement has been terminated pursuant to Section 13.1, Seller is not willing to consummate the transactions contemplated by this Agreement or (2) Seller commits a breach of Section 7.5(iii) hereofthe Non-Disclosure Agreement or, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Purchaser's sole and exclusive remedy forfollowing the Closing, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(c) shall be made not later than two (2) business days after the date of any such willful failure of Seller to close or Seller's breach of Section 7.5(iii)post-Closing covenant.

Effect of Termination; Termination Fee. (a) In the event of the any termination of this Agreement by either Seller or Purchaser pursuant to as provided in Section 13.15.1, this Agreement shall forthwith become null have no further force and void effect, and there shall be no liability or obligation on the part of Seller either party hereto or Purchaser or their respective its officers or directors hereunder, except with respect (i) that the provisions of this Section 5.2 and Sections 6.3, 6.4, 6.5, 6.6, 6.8, 6.10, 6.11, 6.12 and 6.14 shall survive any such termination; (ii) that this section 5.2 shall not relieve either party from liability for any willful breach of any representation or warranty set forth herein or any breach prior to such termination of any covenant or agreement contained herein, (iii) as provided in Section 12.1 5.2(b) and Article 15(iv) as provided in Section 5.2(c). (b) If, notwithstanding the satisfaction of all the conditions set forth in Article 8, unless the In order for either party hereto to terminate this Agreement has been terminated pursuant to Section 13.15.1(e), Purchaser is such party shall pay to the other party hereto a break-up fee in the amount of Two Million Dollars ($2,000,000) (the “Break-Up Fee”) by means of a wire transfer of immediately available funds to such bank account designated by the other party and such termination shall be effective upon receipt by the non-terminating party of the Break-Up Fee. (c) If the Closing shall not willing to consummate have occurred by the transactions contemplated by this AgreementEnd Date, then Purchaser shall pay to Seller the Break-Up Fee by means of a termination fee wire transfer of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Seller's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any immediately available funds to such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(b) shall be made not later than bank account designated by Seller within two (2) business days after the date of any following such willful failure of date; provided, however, that Purchaser shall not be required to close. (c) If: (1) notwithstanding the satisfaction of all the conditions set forth in Article 9, unless the Agreement has been terminated pursuant to Section 13.1, Seller is not willing to consummate the transactions contemplated by this Agreement or (2) Seller commits a breach of Section 7.5(iii) hereof, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Purchaser's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or Seller the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made Break-Up Fee pursuant to this Section 13.2(c5.2(c) shall be made if (i) any of Seller’s representations or warranties that are qualified as to materiality or Material Adverse Effect are untrue, or any of Seller’s representations or warranties that are not later than two (2) business days after so qualified are untrue in any material respect, as of the date made or as of the End Date (except for any such willful representations or warranties that are untrue as a direct result of Purchaser’s failure to maintain Association Casualty’s license to do business in North Carolina in accordance with Section 3.2(c)); (ii) Seller has violated any of the covenants or agreements contained in Article III of this Agreement in any material respect; or (iii) any of the conditions to Closing contained in Sections 4.2(a) through (i) hereof have not occurred or Seller has failed to close execute the Non-Competition Agreement referred to in Section 4.2(j) or Seller's breach of the agreements referred to in Section 7.5(iii4.2(k).

Effect of Termination; Termination Fee. (a) In Except as otherwise set forth in this Section 7.02, in the event of the a termination of this Agreement by either Seller or Purchaser pursuant to as provided in Section 13.17.01, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Purchaser or Seller or Purchaser or their respective officers or directors except with respect to directors; provided, however, that the provisions of this Section 12.1 7.02, Section 7.03 and Article 158 and the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement; provided, further, that no Party shall be relieved or released from any liabilities or damages arising out of its willful and material breach of any provision of this Agreement. (b) If, notwithstanding the satisfaction of all the conditions set forth in Article 8, unless the If this Agreement has been is terminated pursuant to Section 13.17.01(c)(ii), then Seller shall pay Purchaser an amount equal to $4,500,000 (the “Termination Fee”) prior to or concurrently with such termination. If this Agreement is not willing terminated pursuant to consummate Section 7.01 (d)(i)(B) or Section 7.01(d)(ii), then Seller shall pay Purchaser an amount equal to the Termination Fee within 1 Business Day of such termination. If this Agreement is terminated pursuant to Sections 7.01(b)(i), 7.01(b)(ii), 7.01(d)(i)(C) or 7.01(d)(i)(D) then, in the event that within 12 months of the date this Agreement is terminated, Seller consummates any Takeover Proposal or enters into a Seller Acquisition Agreement with respect to any Takeover Proposal and such Takeover Proposal is consummated (whether during or after such 12 month period) (either such consummated Takeover Proposal shall be referred to as a “Takeover Event Closing”), then Seller shall pay Purchaser the Termination Fee concurrently with such Takeover Event Closing. If this Agreement is terminated pursuant to Section 7.01(d)(i)(A), then Seller shall pay Purchaser an amount equal to $2,250,000 (the “Reduced Termination Fee”) within 1 Business Day after such termination; provided, that in the event that a Takeover Event Closing subsequently occurs, Seller shall pay Purchaser the Termination Fee (less the amount of the Reduced Termination Fee previously paid) concurrently with such Takeover Event Closing. (c) If this Agreement is terminated pursuant to Sections 7.01(b)(i), 7.01(b)(ii), 7.01(c)(ii), 7.01(d)(i) or 7.01(d)(ii), then Seller shall pay by wire transfer of same day funds to Purchaser or its designee(s) within one Business Day following the delivery by Purchaser of an invoice therefor, all out-of-pocket fees and expenses actually incurred by Purchaser or its Affiliates in connection with the transactions contemplated by this Agreement, then Agreement (the “Purchaser shall pay Expenses”). If this Agreement is terminated pursuant to Seller a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction ofSections 7.01(b)(iii), and shall be Seller's sole and exclusive remedy for, any loss, liability, damage the primary cause of the promulgation of such Law or claim arising out issuance of such Order was an Action initiated by (i) the SEC or in connection with any such termination (ii) by the stockholders of Seller relating to allegations of breach of fiduciary duties or other allegations of a violation of applicable Law relating to this Agreement or the facts Transactions, then Seller shall pay by wire transfer of same day funds to Purchaser or its designee(s) within one Business Day following the delivery by Purchaser of an invoice therefor, all Purchaser Expenses. Notwithstanding the foregoing, in no circumstances shall Seller ever be required to pay more than an aggregate of $500,000 pursuant to this Section 7.02(c). (d) In the event that Purchaser shall receive full payment of all amounts owed by Seller pursuant to Sections 7.02(b) and circumstances resulting 7.02(c), the receipt of such applicable Termination Fee and/or Purchaser Expenses shall be deemed to be liquidated damages (and not a penalty) for any and all losses or damages suffered or incurred by Purchaser or any of its Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination termination, and none of Purchaser, any of its Affiliates or otherwise related any other Person shall be entitled to bring or otherwise maintain any claim, action or proceeding against Seller or any of its Affiliates arising out of or in connection with this Agreement. , any of the transactions contemplated hereby or any matters forming the basis for such termination. (e) Each of the Parties hereto acknowledge that the agreements contained in this Section 7.02 are an integral part of the Transactions, and that without these agreements, Purchaser would not enter into this Agreement; accordingly, if Seller fails to timely pay any amount due pursuant to this Section 7.02, and, in order to obtain the payment, Purchaser commences a suit which results in a judgment against Seller for the payment set forth in this Section 7.02, Seller shall pay Purchaser its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such suit, together with interest on such amount at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received. (f) Within 10 Business Days of the date hereof, Purchaser shall open a new bank account and provide Seller with wire transfer instructions to this bank account (the “Default Account”). Any amount due to Purchaser pursuant to this Section 13.2(b) 7.02 shall be made not later than two (2) business days after paid by wire transfer of immediately available funds to the date of any Default Account, or to such willful failure of Purchaser other account designated in writing to close. (c) If: (1) notwithstanding Seller by Purchaser; provided that, in all circumstances, payment to the satisfaction of all Default Account shall satisfy the conditions set forth in Article 9, unless the Agreement has been terminated pursuant to Section 13.1, Seller is not willing to consummate the transactions contemplated obligations imposed by this Agreement or (2) Seller commits Section 7.02; and, provided, further, that, once opened, Purchaser hereby agrees to keep open and available for wire transfers the Default Account for so long as the potential for a breach of Section 7.5(iii) hereof, then Seller shall pay payment to Purchaser a termination fee under this Article VII remains. For the avoidance of $5,000,000. Such payment doubt, in no event shall constitute liquidated damages in full and complete satisfaction ofSeller be obligated to pay, and shall be Purchaser's sole and exclusive remedy foror cause to paid, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement the Termination Fee or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(c) shall be made not later Reduced Termination Fee on more than two (2) business days after the date of any such willful failure of Seller to close or Seller's breach of Section 7.5(iii)one occasion.

Effect of Termination; Termination Fee. (a) In If this Agreement is terminated pursuant to Section 11.2, all further obligations of the event Purchaser and the Sellers under this Agreement will terminate, and the parties shall be relieved from all further liability and obligations under this Agreement, except that Sections 9.9 (only to the extent it applies to confidentiality obligations of the parties), 11.3, 11.5, 11.6 and 11.9 shall survive the termination of this Agreement Agreement; provided, however, that, except as contemplated by either Seller or Purchaser pursuant to Section 13.111.3(b), nothing in this Agreement shall forthwith become null and void and there shall be no liability will relieve any party from any material breach of this Agreement prior to such termination or obligation on for fraud or intentional misrepresentation (but not, for the part avoidance of Seller or Purchaser or their respective officers or directors except with respect to Section 12.1 and Article 15doubt, negligent misrepresentation). (b) If, notwithstanding If this Agreement is terminated by the satisfaction of all the conditions set forth in Article 8, unless the Agreement has been terminated Seller Representatives pursuant to Section 13.111.2(d), then, the Purchaser is shall pay to Sellers, as liquidated damages and not willing as a penalty, a fee equal to consummate Four Percent (4%) of the transactions contemplated Base Amount (the “Termination Fee”) in immediately available funds within three (3) Business Days after such termination by the Seller Representatives, and the payment by Purchaser of such Termination Fee shall relieve the Purchaser from all further liability and obligations under this Agreement, it being understood that the payment of such Termination Fee shall be the Sellers’ sole and exclusive remedy for any breach, loss or damage arising out of this Agreement, and the Company and the Sellers shall have no further rights or claims against the Purchaser arising out of, or related to, this Agreement or Contemplated Transactions, whether at law or equity, in contract or otherwise. The Purchaser, the Sellers and the Company each acknowledge that the agreements contained in this Section 11.3(b) are an integral part of the Contemplated Transactions by this Agreement, then and that, without these agreements, the Purchaser, the Sellers, and the Company would not enter into this Agreement. Accordingly, if the Purchaser fails to timely pay the Termination Fee when due and, in order to obtain such payment, the Sellers commence a suit that results in a judgment against the Purchaser for the payment of such Termination Fee, the Purchaser shall pay to Seller a termination fee all of $5,000,000. Such payment shall constitute liquidated damages in full Sellers’ and complete satisfaction of, the Company’s costs and shall be Seller's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or expenses incurred in connection with any such termination suit, together with interest on the amount of this Agreement or the facts and circumstances resulting unpaid Termination Fee at the prime rate as published in The Wall Street Journal in effect on the date such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment was required to be made pursuant to this Section 13.2(b(but excluding) shall be made not later than two (2) business days after the date of any such willful failure of Purchaser to closepayment was actually received. (c) If: (1) notwithstanding the satisfaction of all the conditions set forth in Article 9, unless the Agreement has been terminated pursuant to Section 13.1, Seller is not willing to consummate the transactions contemplated by this Agreement or (2) Seller commits a breach of Section 7.5(iii) hereof, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Purchaser's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(c) shall be made not later than two (2) business days after the date of any such willful failure of Seller to close or Seller's breach of Section 7.5(iii).

Effect of Termination; Termination Fee. (a) In the event of the termination and abandonment of this Agreement by either Seller or Purchaser pursuant to Section 13.16.16, this Agreement shall forthwith become null and be void and there shall be have no effect, with no liability or obligation on the part of Seller any party hereto or Purchaser or their respective its Affiliates, directors, officers or directors shareholders to the other party, except with respect that no such termination shall relieve any party hereto from any liabilities or damages resulting from any fraud or willful breach of this Agreement or the Termination Fee set forth on Section 6.17(b) or Section 6.17(c), as the case may be. This Article VI shall survive any termination of this Agreement pursuant to Section 12.1 and Article 156.16. (b) If, notwithstanding In the satisfaction of all event that the conditions set forth in Article 8, unless the Company terminates this Agreement has been terminated pursuant to under Section 13.1, Purchaser is not willing to consummate the transactions contemplated by this Agreement6.16(d)(i) or (iii), then Purchaser shall pay to Seller a termination fee of $5,000,000. Such payment shall constitute liquidated damages promptly, but in full and complete satisfaction of, and shall be Seller's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(b) shall be made not no event later than two (2) business days after Business Days following the date of such termination, pay or cause to be paid to the Company the Termination Fee. Any fee due under this Section 6.17(b) shall be paid by wire transfer of same-day funds to an account provided in writing by the Company to Purchaser on the date of termination of this Agreement; provided, that the provisions of this Section 6.17(b) shall be subject to Section 6.17(e). The amounts payable pursuant to this Section 6.17(b) constitute liquidated damages and not a penalty. Notwithstanding the foregoing, the Company’s right to receive the Termination Fee pursuant to this Section 6.17(b) shall be of no further force or effect if the Company or any such willful Company Related Party under its control commences any Proceeding (except any claim in respect of fraud) as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder against Purchaser to closeor any Purchaser Related Party other than for the payment of the Termination Fee. (c) If: If the Company terminates this Agreement under Section 6.16(d)(ii) or the Purchaser terminates this Agreement under Section 6.16(c)(iii), then the Company shall, in the case of a termination under Section 6.16(d)(ii), prior to or concurrently with such termination, and in the case of a termination under Section 6.16(c)(iii), within two (12) notwithstanding Business Days following such termination, pay or cause to be paid to the satisfaction Purchaser the Termination Fee. Any fee due under this Section 6.17(c) shall be paid by wire transfer of all same-day funds to an account provided in writing by the conditions set forth Purchaser to the Company on the date of termination of this Agreement; provided, that the provisions of this Section 6.17(c) shall be subject to Section 6.17(e). The amounts payable pursuant to this Section 6.17(c) constitute liquidated damages and not a penalty. Notwithstanding the foregoing, the Purchaser’s right to receive the Termination Fee pursuant to this Section 6.17(c) shall be of no further force or effect if the Purchaser or any Purchaser Related Party under its control commences any Proceeding (except any claim in Article 9respect of fraud) as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder against the Company or any Company Related Party other than for the payment of the Termination Fee. (d) If the Purchaser terminates this Agreement under Section 6.16(c)(ii), unless then the Company shall within two (2) Business Days following such termination, pay or cause to be paid to the Purchaser the Expense Reimbursement. Any fee due under this Section 6.17(d) shall be paid by wire transfer of same-day funds to an account provided in writing by the Purchaser to the Company on the date of termination of this Agreement; provided, that the provisions of this Section 6.17(d) shall be subject to Section 6.17(e). The amounts payable pursuant to this Section 6.17(d) constitute liquidated damages and not a penalty. Notwithstanding the foregoing, the Purchaser’s right to receive the Expense Reimbursment pursuant to this Section 6.17(d) shall be of no further force or effect if the Purchaser or any Purchaser Related Party under its control commences any Proceeding (except any claim in respect of fraud) as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder against the Company or any Company Related Party other than for the payment of the Expense Reimbursement. (e) In the event this Agreement has been is terminated and the Company is entitled to receive the Termination Fee from Purchaser pursuant to Section 13.16.17(b), Seller is not willing to consummate the transactions contemplated by this Agreement or (2) Seller commits a breach of Section 7.5(iii) hereof, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and Termination Fee shall be Purchaser's the sole and exclusive remedy forof the Company and its Affiliates, on one hand, against the Purchaser and the Purchaser Related Parties, on the other hand, in each case, for any lossloss suffered as a result of any breach of any representation, liabilitywarranty, damage covenant or claim agreement in this Agreement or the transactions contemplated hereby (except in the case of fraud). Upon payment of the Termination Fee, neither Purchaser nor any of the Purchaser Related Parties shall have any further liability or obligation relating to or arising out of or in connection with any such termination of this Agreement or the facts transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Purchaser be required to pay the Termination Fee more than once. In the event this Agreement is terminated and circumstances resulting the Purchaser is entitled to receive the Termination Fee from the Company pursuant to Section 6.17(c) or the Expense Reimbursement pursuant to Section 6.17(d), the Termination Fee shall be the sole and exclusive remedy of the Purchaser and its Affiliates, on one hand, against the Company and the Company Related Parties, on the other hand, in such termination each case, for any loss suffered as a result of any breach of any representation, warranty, covenant or otherwise related agreement in this Agreement or the transactions contemplated hereby (except in the case of fraud). Upon payment of the Termination Fee or Expense Reimbursement, as applicable, neither the Company nor any of the Company Related Parties shall have any further liability or obligation relating to or otherwise arising out of this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary contained in connection with this Agreement. The payment , in no event shall the Company be required to be made pursuant to this Section 13.2(c) shall be made not later pay the Termination Fee or the Expense Reimbursement, as applicable, more than two (2) business days after the date of any such willful failure of Seller to close or Seller's breach of Section 7.5(iii)once.

Effect of Termination; Termination Fee. (a) In Except for this Section 10.2, Section 11.6 and ARTICLE XII (and the event definitions related to any of the termination of foregoing), this Agreement by either Seller or Purchaser shall, upon termination hereof pursuant to Section 13.110.1, this Agreement shall forthwith become null of no further force or effect and void and (i) except as provided by Section 10.2(b), there shall be no liability or obligation on the part of Seller the Sellers or Purchaser Buyer or any of their respective officers or directors to any other party and (ii) all rights and obligations of any party hereto shall cease; provided, however, that any such termination shall not relieve the Sellers or Buyer from liability for any willful and material breach of this Agreement occurring prior to such termination; provided, further, that, other than in the case of fraud or intentional misrepresentation, Buyer’s maximum liability hereunder is the Termination Fee and, if the Closing does not occur, Buyer shall have no liability hereunder, except with respect pursuant to Section 12.1 and Article 1511.9, except in the event the Termination Fee is payable in accordance with Section 10.2(b). (b) If, notwithstanding the satisfaction of all the conditions set forth in Article 8, unless the If this Agreement has been is terminated pursuant to Section 13.110.1(f) or (g), Purchaser (i) Buyer shall pay to each Seller an amount equal to $4,442,825.98 (the “Termination Fee”) by wire transfer in immediately available funds within three (3) Business Days after the date this Agreement is terminated and (ii) the Termination Fee shall be the sole and exclusive remedy of the Sellers against Buyer with respect to this Agreement and the transactions contemplated hereby (including the right to specific performance). In no event shall Buyer be required to pay the Termination Fee on more than one occasion. Each of the parties acknowledges that the payment of the Termination Fee by Buyer is not willing to consummate a penalty, but is liquidated damages in a reasonable amount that will compensate the Sellers 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 by this Agreement, then Purchaser shall pay which amount would otherwise be impracticable to Seller a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Seller's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection calculate with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(b) shall be made not later than two (2) business days after the date of any such willful failure of Purchaser to closeprecision. (c) If: (1) notwithstanding the satisfaction of all the conditions set forth in Article 9, unless the Agreement has been terminated pursuant to Section 13.1, Seller is not willing to consummate the transactions contemplated by this Agreement or (2) Seller commits a breach of Section 7.5(iii) hereof, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Purchaser's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(c) shall be made not later than two (2) business days after the date of any such willful failure of Seller to close or Seller's breach of Section 7.5(iii).

Effect of Termination; Termination Fee. (a) In the event of the termination of this Agreement by either Seller or Purchaser pursuant to Section 13.18.1 (which termination will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties hereto), this Agreement (other than this Section 8.2 (Effect of Termination) and Sections 6.3(b) (Access to Information; Confidentiality), 6.8 (Public Announcements) and 11.1 through 11.10 (Miscellaneous), which shall survive such termination) will forthwith become null and void and be of no further force and effect, and there shall will be no liability or obligation on the part of Seller Parent, Merger Sub or Purchaser the Company or any of their respective officers or directors to the other and all rights and obligations of any Party hereto will cease, except that nothing herein will relieve any Party from liability for any breach, prior to termination of this Agreement in accordance with respect to Section 12.1 and Article 15its terms, of any representation, warranty, covenant or agreement contained in this Agreement. (b) IfIn the event of a termination of this Agreement by the Company pursuant to Section 8.1(f), notwithstanding the satisfaction Company shall pay Parent a termination fee by wire transfer of all same day funds of $6,000,000 concurrent with, and as a condition to the effectiveness of, such termination. (c) In the event of a termination of this Agreement by Parent pursuant to Section 8.1(g), the Company shall pay Parent a termination fee by wire transfer of same day funds of (x) $1,000,000 plus (y) Parent’s charges and expenses incurred in connection with the transactions contemplated hereby, within two (2) Business Days after such termination and, if the Company enters into a definitive agreement relating to an Acquisition Proposal within twelve (12) months of such termination, then the Company shall pay Parent an additional termination fee by wire transfer of same day funds of $5,000,000 (such additional termination fee to be paid prior to the time of execution of such definitive agreement). (d) In the event of a termination of this Agreement by Parent pursuant to Section 8.1(h), the Company shall pay Parent a termination fee by wire transfer of same day funds of (x) $1,000,000 plus (y) Parent’s charges and expenses incurred in connection with the transactions contemplated hereby, within two (2) Business Days after such termination and, if the Company enters into a definitive agreement relating to an Acquisition Proposal within twelve (12) months of such termination, then the Company shall pay Parent an additional termination fee by wire transfer of same day funds of $5,000,000 (such additional termination fee to be paid prior to the time of execution of such definitive agreement). (e) In the event of a termination of this Agreement by (i) the Company or Parent pursuant to Section 8.1(b) (other than a termination as a result of (A) the failure of the conditions set forth in Article 8, unless Section 7.3 or (B) the Agreement has been terminated failure of any applicable waiting period to expire or terminate under the HSR Act or any applicable Foreign Competition Laws) or (ii) Parent pursuant to Section 13.18.1(d), Purchaser is not willing and, in the case of both clauses (i) and (ii), the Company enters within twelve (12) months of such termination into a definitive agreement relating to consummate an Acquisition Proposal providing for consideration to the holders of Company Stock of greater economic value, taken as a whole, than that which would have been provided pursuant to this Agreement and the transactions contemplated by this Agreementhereby, then Purchaser the Company shall pay to Seller Parent a termination fee by wire transfer of same day funds of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of6,000,000, and shall be Seller's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required fee to be made pursuant paid prior to this Section 13.2(b) shall be made not later than two (2) business days after the date time of any execution of such willful failure of Purchaser to closedefinitive agreement. (c) If: (1) notwithstanding the satisfaction of all the conditions set forth in Article 9, unless the Agreement has been terminated pursuant to Section 13.1, Seller is not willing to consummate the transactions contemplated by this Agreement or (2) Seller commits a breach of Section 7.5(iii) hereof, then Seller shall pay to Purchaser a termination fee of $5,000,000. Such payment shall constitute liquidated damages in full and complete satisfaction of, and shall be Purchaser's sole and exclusive remedy for, any loss, liability, damage or claim arising out of or in connection with any such termination of this Agreement or the facts and circumstances resulting in such termination or otherwise related to or otherwise arising out of or in connection with this Agreement. The payment required to be made pursuant to this Section 13.2(c) shall be made not later than two (2) business days after the date of any such willful failure of Seller to close or Seller's breach of Section 7.5(iii).