Common use of Failure to File or Become Effective; Liquidated Damages Clause in Contracts

Failure to File or Become Effective; Liquidated Damages. (a) If: (i) the Company has not filed the Registration Statement with the Commission on or prior to the Mandatory Shelf Filing Date (a “Filing Failure”), (ii) the Registration Statement is not declared effective by the Commission on or before the Effectiveness Deadline (an “Effectiveness Failure”), (iii) the Common Shares are not listed and quoted for trading on either the New York Stock Exchange or the NASDAQ Stock Market LLC (such exchange on which the Common Shares are to be listed, the “National Exchange”) within one hundred and eighty (180) days following the Closing Date (a “Listing Failure”), or (iv) other than during an Allowed Delay, on any day during the Effectiveness Period after the Common Shares have been listed and quoted for trading on the National Exchange, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of the Common Shares on the National Exchange or by reason of a stop order) or the prospectus contained therein is not available for use for any reason (a “Maintenance Failure”), then, as partial relief for the damages to each Holder by reason of any such delay in, or reduction of, its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each Holder of Registrable Securities relating to such Registration Statement, as liquidated damages and not as a penalty, an amount in cash equal to one percent (1%) of the Liquidated Damages Multiplier of such Holder: (1) on the date of such Filing Failure, Effectiveness Failure, Listing Failure or Maintenance Failure, as applicable, and (2) on every thirty (30) day anniversary of such Filing Failure, Effectiveness Failure, Listing Failure or Maintenance Failure, until such failure is cured (in each case, prorated for periods totaling less than thirty (30) days). The payments to which the Holders shall be entitled pursuant to this Section 2.02(a) are referred to herein as “Liquidated Damages.” (b) Following the initial payment of Liquidated Damages for any particular event or failure (which shall be paid on the date of such event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to Liquidated Damages is cured prior to any thirty (30) day anniversary of such event or failure, then payment of such Liquidated Damages shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Liquidated Damages payments in a timely manner in accordance with the foregoing, such Liquidated Damages payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. (c) Notwithstanding the foregoing, (i) no Liquidated Damages shall be owed to any Holder (other than with respect to a Listing Failure or a Maintenance Failure resulting from a suspension or delisting of the Common Shares on the National Exchange) with respect to any period during which all of such Holder’s Registrable Securities may be sold by such Holder without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and (ii) no Liquidated Damages shall be owed to any Holder to the extent such Holder shall have received Liquidated Damages in excess of 10% of the aggregate Purchase Price of such Holder. For the avoidance of doubt, no more than one payment of Liquidated Damages shall be payable by the Company at any given time, notwithstanding that more than one failure giving rise to Liquidated Damages shall have occurred and is continuing (e.g., an Effectiveness Failure and a Listing Failure continuing simultaneously); provided that payment of Liquidated Damages shall continue in accordance with this Section 2.02(c) until all failures giving rise to such payments are cured.

Failure to File or Become Effective; Liquidated Damages. (a) If: If (i) the Company has not filed the Registration Statement with the Commission on or prior to the Mandatory Shelf Filing Date (a “Filing Failure”), Date, or (ii) the a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission on or before by the Effectiveness Deadline (an “Effectiveness Failure”), Deadline, or (iii) the Common Shares are not listed and quoted for trading on either the New York Stock Exchange or the NASDAQ Stock Market LLC (such exchange on which the Common Shares are to be listed, the “National Exchange”) within one hundred and eighty (180) days following the Closing Date (a “Listing Failure”), or (iv) other than during an Allowed Delay, on any day during the Effectiveness Period after the Common Shares have been listed and quoted for trading on the National Exchange, sales of all effective date of the Registrable Securities required to be included on Registration Statement, such Registration Statement cannot be made pursuant ceases for any reason to such Registration Statement (including, without limitation, because of a failure remain continuously effective as to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to all Registrable Securities included in such Registration Statement, a suspension or delisting the Holders are otherwise not permitted to utilize the prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (ii), the Common Shares date on which such Event occurs, and for purpose of clause (iii), the National Exchange or by reason of a stop orderdate on which such ten (10) or the prospectus contained therein fifteen (15) calendar day period, as applicable, is not available for use for any reason (a exceeded being referred to as “Maintenance FailureEvent Date”), then, as partial relief for in addition to any other rights the damages to Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, each Holder by reason of any such delay in, or reduction of, its ability shall be entitled to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each Holder of Registrable Securities relating to such Registration Statementa payment, as liquidated damages and not as a penalty, in an amount in cash equal to one percent 1% of the Liquidated Damages Multiplier (1the “Liquidated Damages”). In no event will the aggregate Liquidated Damages payable to a Holder pursuant to this Agreement exceed (i) if the Company has not breached Section 2.08, 5% and (ii) if otherwise, 10%) , in each case, of the Liquidated Damages Multiplier of such Holder: . If the Company fails to timely pay any partial Liquidated Damages pursuant to this this Section 2.02, the Company will pay interest thereon at a rate of 10% per annum (1or such lesser maximum amount that is permitted to be paid by applicable law) on to the applicable Holder, accruing daily from the date of such Filing Failure, Effectiveness Failure, Listing Failure or Maintenance Failure, as applicable, and (2) on every thirty (30) day anniversary of such Filing Failure, Effectiveness Failure, Listing Failure or Maintenance Failure, partial liquidated damages are due until such failure is cured (amounts, plus all such interest thereon, are paid in each case, prorated for periods totaling less than thirty (30) days)full. The payments partial liquidated damages pursuant to which the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (b) The Liquidated Damages shall be paid to each Holder in cash within ten (10) Business Days following the last day of 30-day period that the Holders shall be are entitled to such Liquidated Damages. Any payments made pursuant to this Section 2.02(a) are referred to herein as “Liquidated Damages.” (b) Following 2.02 shall constitute the initial payment of Holders’ exclusive remedy for such events. Any Liquidated Damages for any particular event or failure (which due under this Section 2.02 shall be paid on to the date of such event or failure, as set forth above), without limiting Holders in immediately available funds. The obligation to pay the foregoing, if an event or failure giving rise to Liquidated Damages is cured prior to any thirty (30) day anniversary of such event or failure, then payment of such Liquidated Damages shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Liquidated Damages payments in a timely manner in accordance with the foregoing, such Liquidated Damages payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. (c) Notwithstanding the foregoing, (i) no Liquidated Damages shall be owed to any Holder (other than with respect to a Listing Failure or a Maintenance Failure resulting from a suspension or delisting of Holder pursuant to this Section 2.02 shall cease at such time as the Common Shares on the National Exchange) with respect to any period during which all of such Holder’s Registrable Securities may be sold become eligible for resale by such Holder without restriction under Rule 144 (including, of the Securities Act without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and (ii) no Liquidated Damages shall be owed regard to any Holder to the extent such Holder shall have received Liquidated Damages in excess volume or manner of 10% of the aggregate Purchase Price of such Holder. For the avoidance of doubt, no more than one payment of Liquidated Damages shall be payable by the Company at any given time, notwithstanding that more than one failure giving rise to Liquidated Damages shall have occurred and is continuing (e.g., an Effectiveness Failure and a Listing Failure continuing simultaneously); provided that payment of Liquidated Damages shall continue in accordance with this Section 2.02(c) until all failures giving rise to such payments are curedsale restrictions.

Failure to File or Become Effective; Liquidated Damages. (a) If: (i) If the Company Partnership has not filed the Registration Statement with the Commission on or prior to the Mandatory Shelf Filing Date Date, then each Holder shall be entitled to a payment (with respect to each Registrable Security held by the Holder), as liquidated damages and not as a “Filing Failure”), penalty, in an amount equal to 0.25% of the Liquidated Damages Multiplier of such Holder for the first 30-day period and (ii) an additional 0.25% of the Liquidated Damages Multiplier of such Holder with respect to each subsequent 30-day period, up to a maximum amount of 1.00% of the Liquidated Damages Multiplier of such Holder (the “Liquidated Damages”), which shall accrue daily until such date that the Partnership has filed the Registration Statement with the Commission. (b) If the Registration Statement is not declared effective by the Commission on or before the Effectiveness Deadline earlier of (an “Effectiveness Failure”), i) if the Registration Statement is subject to review by the Commission, ninety (iii) the Common Shares are not listed and quoted for trading on either the New York Stock Exchange or the NASDAQ Stock Market LLC (such exchange on which the Common Shares are to be listed, the “National Exchange”) within one hundred and eighty (18090) days following the Closing Date date on which the Partnership has filed the Registration Statement with the Commission, and (a ii) if the Registration Statement is not subject to review by the Commission, ten (10) days following the date of receipt of such notice from the Commission (such earlier date, the “Listing FailureEffectiveness Deadline”), or then each Holder shall be entitled to a payment (iv) other than during an Allowed Delay, on any day during the Effectiveness Period after the Common Shares have been listed and quoted for trading on the National Exchange, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of the Common Shares on the National Exchange or by reason of a stop order) or the prospectus contained therein is not available for use for any reason (a “Maintenance Failure”), then, as partial relief for the damages with respect to each Holder Registrable Security held by reason of any such delay in, or reduction of, its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equityHolder), the Company shall pay to each Holder of Registrable Securities relating to such Registration Statement, as liquidated damages and not as a penalty, an amount in cash equal to one percent (1%) of the Liquidated Damages Multiplier of such Holder: , which shall accrue daily until such date that the Registration Statement is declared effective by the Commission; provided, however, if the Effectiveness Deadline occurs during a period when the Commission is not declaring registration statements under the Securities Act effective (1) on e.g., during a shutdown of the U.S. federal government), than the Effectiveness Deadline shall be extended to the third Business Day following the date of that the Commission can again declare such Filing Failure, Effectiveness Failure, Listing Failure or Maintenance Failure, as applicable, and (2) on every thirty (30) day anniversary of such Filing Failure, Effectiveness Failure, Listing Failure or Maintenance Failure, until such failure is cured (in each case, prorated for periods totaling less than thirty (30) days). The payments to which the Holders shall be entitled pursuant to this Section 2.02(a) are referred to herein as “Liquidated Damages.” (b) Following the initial payment of Liquidated Damages for any particular event or failure (which shall be paid on the date of such event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to Liquidated Damages is cured prior to any thirty (30) day anniversary of such event or failure, then payment of such Liquidated Damages shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Liquidated Damages payments in a timely manner in accordance with the foregoing, such Liquidated Damages payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in fullregistration statements effective. (c) Notwithstanding the foregoing, (i) no The Liquidated Damages shall be owed paid to any each Holder in cash within ten (other than with respect 10) Business Days following the last day of 30-day period that the Holders are entitled to such Liquidated Damages. Any payments made pursuant to this Section 2.02 shall constitute the Holders’ exclusive remedy for such events. Any Liquidated Damages due under this Section 2.02 shall be paid to the Holders in immediately available funds. The obligation to pay the Liquidated Damages to a Listing Failure or a Maintenance Failure resulting from a suspension or delisting of Holder pursuant to this Section 2.02 shall cease at such time as the Common Shares on the National Exchange) with respect to any period during which all of such Holder’s Registrable Securities may be sold become eligible for resale by such Holder without restriction under Rule 144 (including, of the Securities Act without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and (ii) no Liquidated Damages shall be owed regard to any Holder to the extent such Holder shall have received Liquidated Damages in excess volume or manner of 10% of the aggregate Purchase Price of such Holder. For the avoidance of doubt, no more than one payment of Liquidated Damages shall be payable by the Company at any given time, notwithstanding that more than one failure giving rise to Liquidated Damages shall have occurred and is continuing (e.g., an Effectiveness Failure and a Listing Failure continuing simultaneously); provided that payment of Liquidated Damages shall continue in accordance with this Section 2.02(c) until all failures giving rise to such payments are curedsale restrictions.