Common use of Liabilities Upon Termination Clause in Contracts

Liabilities Upon Termination. (a) Upon termination of this Agreement by Seller pursuant to an express right to do so set forth herein, Seller shall be free to enjoy immediately all rights of ownership of the Assets and to sell, transfer, encumber and otherwise dispose of the Assets to any party without any restriction under this Agreement. (b) If (i) Purchaser terminates this Agreement pursuant to Section 10.1(b) or 10.1(e), (ii) Purchaser terminates this Agreement pursuant to Section 10.1(d) and at such time all conditions set forth in Section 9.2 have not been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing; provided that such conditions would not be satisfied if the Closing were to occur on the date of termination of the Agreement), (iii) Seller terminates this Agreement pursuant to Section 10.1 (c) because the conditions set forth in Section 9.1(d) or Section 9.2(d) have not been waived or satisfied, or (iv) the Parties terminate this Agreement pursuant to Section 10.1(f), then Seller will promptly (but in no event more than two Business Days after such termination) cause the Escrow Agent to remit the Performance Deposit and any interest thereon by wire transfer of immediately available funds to an account designated by Purchaser. If Seller or Purchaser terminate this Agreement for any other reason, then Seller will be entitled to retain the Performance Deposit and the Escrow Agent shall be instructed to forward the Performance Deposit and any interest thereon by wire transfer of immediately available funds to an account designated by Seller no later than two Business Days following the date of termination. Seller agrees that, notwithstanding anything to the contrary in this Agreement, Seller’s right to (i) terminate this Agreement pursuant to Section 10.1(a) and receive the Performance Deposit or (ii) prior to termination (but not after termination) of this Agreement, to seek specific performance but only in the circumstances set forth in Section 14.15, shall be the sole and exclusive remedies of Seller and their Affiliates against Purchaser, the Financing Parties or any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates, affiliated (or commonly advised) funds, representatives, agents, assignees and successors of any of the foregoing (each of the foregoing, other than Purchaser, a “Related Party”); and if the Closing does not occur for any reason, in no event will Seller or any of its Affiliates seek to recover any other money damages or seek any other remedy based on a claim in Law or equity whether in contract, tort or otherwise from or against Purchaser or any Related Party with respect to, (A) any Damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated,

Liabilities Upon Termination. (a) Upon termination of If the obligation to close the transactions contemplated by this Agreement by Seller is terminated pursuant to an express right to do so set forth hereinany provision of Section 13.1 hereof, Seller shall be free to enjoy immediately all rights then, except for the provisions of ownership Sections 5.2, 5.4, 6.1(c) through 6.1(e) and this Section 13.2, and Article XIV and such of the Assets defined terms in Section 1.1 necessary to give context to the surviving provisions, this Agreement shall forthwith become void and to sell, transfer, encumber and otherwise dispose of the Assets to any party without any restriction under this AgreementParties shall have no liability or obligation hereunder. (b) If (i) Purchaser terminates Buyer materially breaches this Agreement pursuant at a time when Seller is not in material breach of this Agreement or (ii) Buyer fails to close the transactions contemplated hereunder in the instance where, as of the Outside Termination Date, (A) all of the conditions in Section 10.1(b8.2 (excluding conditions that, by their terms, cannot be satisfied until the Closing) have been satisfied (or 10.1(ewaived in writing by Buyer), (iiB) Purchaser terminates this Agreement pursuant Seller is ready, willing and able to perform its obligations under Section 10.1(d9.2(b) and (C) Buyer nevertheless elects not to close, then in either such event, Seller shall be entitled to, at such time all conditions set forth in Section 9.2 have not been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing; provided that such conditions would not be satisfied if the Closing were to occur on the date of termination its option and as its sole and exclusive remedy, one of the Agreement), (iii) Seller terminates this Agreement pursuant to Section 10.1following: (ci) because the conditions set forth in Section 9.1(d) or Section 9.2(d) have not been waived or satisfied, or (iv) the Parties to terminate this Agreement pursuant and entitled to Section 10.1(f)receive an amount equal to Sixty Million Dollars ($60,000,000) as liquidated damages, then which amount, less the Performance Deposit, shall be immediately payable by wire transfer in immediately available funds by Buyer and or Parent to Seller will promptly (but in no event more than two Business Days after such termination) cause and Buyer shall direct the Escrow Agent to remit release the Performance Deposit to Seller (the Parties agree that the foregoing liquidated damages are reasonable considering all of the circumstances existing as of the date hereof and any interest thereon by wire transfer constitute the Parties’ good faith estimate of immediately available funds the actual damages reasonably expected to an account designated by Purchaser. If Seller or Purchaser terminate result from such termination of this Agreement for any other reason, then Seller will be entitled to retain the Performance Deposit and the Escrow Agent shall be instructed to forward the Performance Deposit and any interest thereon by wire transfer of immediately available funds to an account designated by Seller no later than two Business Days following the date of termination. Seller agrees that, notwithstanding anything to the contrary in this Agreement, Seller’s right to (i) terminate this Agreement pursuant to Section 10.1(a) and receive the Performance Deposit or ); or (ii) prior to termination (but not after termination) of this Agreementspecific performance, to seek specific performance but only in provided that the circumstances set forth in Section 14.15, shall be the sole and exclusive remedies of Seller and their Affiliates against PurchaserQualified Fundraising has occurred. For clarity, the Financing Parties or any of their respective formerhereby agree and stipulate that, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates, affiliated (or commonly advised) funds, representatives, agents, assignees and successors of any of the foregoing (each of the foregoing, other than Purchaser, a “Related Party”); and if the Closing does not occur occur, Buyer shall never be liable under this Agreement, including, without limitation, under Sections 13.2(b)(i) or 13.2(b)(ii), for any reasonmonetary damages in an amount in excess of Sixty Million Dollars ($60,000,000). (c) If (i) Seller is in Willful Breach of this Agreement or (ii) Seller fails to close the transactions contemplated hereunder in the instance where, in no event will Seller or any as of its Affiliates seek to recover any other money damages or seek any other remedy based on a claim in Law or equity whether in contract, tort or otherwise from or against Purchaser or any Related Party with respect tothe Outside Termination Date, (A) any Damages suffered as a result all of the failure conditions in Section 8.1 (excluding conditions that, by their terms, cannot be satisfied until the Closing) have been satisfied (or waived by Seller), (B) Buyer is ready, willing and able to perform its obligations under Section 9.2(a), and (C) Seller nevertheless elects not to close, then in either such event, Buyer and Parent shall be entitled to, at their option and as their sole and exclusive remedy, one of the transactions contemplated by following: (i) to terminate this Agreement and be entitled to receive an amount equal to Sixty Million Dollars ($60,000,000) as liquidated damages, which amount shall be consummated,immediately payable by wire transfer in immediately available funds by Seller to Buyer (the Parties agree that the foregoing liquidated damages are reasonable considering all of the circumstances existing as of the date hereof and constitute the Parties’ good faith estimate of the actual damages reasonably expected to result from such termination of this Agreement by Buyer); or

Liabilities Upon Termination. (a) Upon termination of this Agreement by Seller pursuant to an express right to do so set forth herein, Seller shall be free to enjoy immediately all rights of ownership of the Assets and to sell, transfer, encumber and otherwise dispose of the Assets to any party without any restriction under this Agreement. (b) If (i) Purchaser terminates this Agreement pursuant to Section 10.1(b) or 10.1(e), (ii) Purchaser terminates this Agreement pursuant to Section 10.1(d) and at such time all conditions set forth in Section 9.2 have not been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing; provided that such conditions would not be satisfied if the Closing were to occur on the date of termination of the Agreement), (iii) Seller terminates this Agreement pursuant to Section 10.1 (c10.1(c) because the conditions set forth in Section 9.1(d) or Section 9.2(d) have not been waived or satisfied, or (iv) the Parties terminate this Agreement pursuant to Section 10.1(f), then Seller will promptly (but in no event more than two Business Days after such termination) cause the Escrow Agent to remit the Performance Deposit and any interest thereon by wire transfer of immediately available funds to an account designated by Purchaser. If Seller or Purchaser terminate this Agreement for any other reason, then Seller will be entitled to retain the Performance Deposit and the Escrow Agent shall be instructed to forward the Performance Deposit and any interest thereon by wire transfer of immediately available funds to an account designated by Seller no later than two Business Days following the date of termination. Seller agrees that, notwithstanding anything to the contrary in this Agreement, Seller’s right to (i) terminate this Agreement pursuant to Section 10.1(a) and receive the Performance Deposit or (ii) prior to termination (but not after termination) of this Agreement, to seek specific performance but only in the circumstances set forth in Section 14.15, shall be the sole and exclusive remedies of Seller and their Affiliates against Purchaser, the Financing Parties or any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates, affiliated (or commonly advised) funds, representatives, agents, assignees and successors of any of the foregoing (each of the foregoing, other than Purchaser, a “Related Party”); and if the Closing does not occur for any reason, in no event will Seller or any of its Affiliates seek to recover any other money damages or seek any other remedy based on a claim in Law or equity whether in contract, tort or otherwise from or against Purchaser or any Related Party with respect to, (A) any Damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated,, (B) the termination of this Agreement, (C) any liabilities or obligations arising under or relating to this Agreement or (D) any breach, termination or failure of or under this Agreement or any inaccuracy of any representation or warranty contained in this Agreement or in the Financing Commitments, and upon payment of such amounts, if due, by or on behalf of Purchaser, none of Purchaser or any Related Party shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated by this Agreement or the Financing Commitments in Law or equity whether in contract, tort or otherwise. For the avoidance of doubt, in the event the Closing does not occur, in no event shall Purchaser or the Financing Parties be subject to (nor shall Seller or any of its Affiliates seek to recover) monetary damages in excess of the Performance Deposit. In no event shall Seller or any of their Affiliates seek to recover monetary damages from any Related Party. For the purposes of this Agreement, “Damages” means all Proceedings, claims, demands, awards, damages, penalties, fines, costs, liabilities, losses, expenses, and fees (whether criminal, civil, commercial or related to claims for personal injury or death or property damage and whether accrued or unaccrued or liquidated or unliquidated), including court costs and reasonable attorneys’ and experts’ fees and expenses and “Proceedings” means any action, arbitration, audit, cause, complaint, charge, hearing, inquiry, investigation, litigation, proceeding, review or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before any Governmental Authority or arbitrator. (c) The parties hereto acknowledge and agree that the agreements contained in this Section 10.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties hereto would not enter into this Agreement. The parties hereto further acknowledge that the receipt of the Performance Deposit by Seller specified in Section 10.2(b) is not a penalty, but is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such amount is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.

Liabilities Upon Termination. (a) Upon termination of this Agreement by Seller pursuant to an express right to do so set forth herein, Seller in accordance with the terms hereof, 12.5.1 AIC shall be free responsible for all liabilities, debts and obligations of AIC accrued in connection with the purchase of air time and transmission services on the Station including accounts payable, barter agreements and unaired advertisements, but not for Pappas's federal, state, and local tax liabilities associated with AIC'x xxxxxnts to enjoy immediately all rights of ownership of the Assets and to sellPappas as provided for herein. 12.5.2 Pappas shall not be entitlxx xx any further payments under Section 2, transfer, encumber and Xxxxxxment A or otherwise dispose of the Assets to any party without any restriction under this Agreement. (b) If , except (i) Purchaser terminates for payments due under this Agreement pursuant to Section 10.1(b) or 10.1(e), (ii) Purchaser terminates this Agreement pursuant to Section 10.1(d) and at such time all conditions set forth in Section 9.2 have not been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing; provided that such conditions would not be satisfied if the Closing were to occur on through the date of termination of and (ii) that Pappas shall be entitled to continue to receive such payments in the exxxx xhat this Agreement has been terminated by Pappas pursuant to Section 12.2 hereof. 12.5.3 If this Agreement is terminated by Pappas pursuant to Section 12.2.1, or is terminated pursuant to Sectiox 00, in either case before the Cut-Off Date or the Extended Cut-Off Date, if applicable (as such terms are defined in the Option Agreement), (iii) Seller terminates this Agreement and if AIC does not deliver an Option Exercise Notice pursuant to Section 10.1 (c) because the conditions set forth in Section 9.1(d) or Section 9.2(d) have not been waived or satisfied, or (iv) the Parties terminate this Agreement pursuant to Section 10.1(f)Option Agreement, then Seller will promptly AIC shall make available to Pappas, at Pappas' expense, studio and control room facilities and equxxxxxx suffxxxxxx to operate the Station as it is then being operated for a period of up to six (but in no event more than two Business Days 6) months after such termination, at the election of Pappas. If, after such termination, AIC delivers an Option Exercise Noxxxx xursuant to the Option Agreement, AIC shall make available to Pappas, at AIC's expense, studio and control room facilities and equipxxxx xufficient to operate the Station as it is then being operated until the Closing under the Option Agreement or, if there is no Closing under the Option Agreement, for a period continuing up to six (6) cause months after the Escrow Agent to remit Cut-Off Date or Extended Cut-Off Date, if applicable (as such terms are defined in the Performance Deposit and any interest thereon by wire transfer Option Agreement), at the election of immediately available funds to an account designated by PurchaserPappas. If Seller or Purchaser terminate Pappas must provide AIC written notice within ten (10) days afxxx xxrmxxxxxxn of this Agreement for any other reasonthat it desires AIC to make such studio, then Seller will be entitled control room facilities and equipment available to retain Pappas. AIC shall have no responsibility to provide Pappas with replacxxxxx real or personal property to permit operation xx xxx Station from a location or utilizing facilities independent of AIC's premises or facilities unless such property was actually used by AIC in the Performance Deposit and operation of the Escrow Agent shall be instructed to forward the Performance Deposit and any interest thereon by wire transfer of immediately available funds to an account designated by Seller no later than two Business Days following the date of terminationStation. Seller agrees that, notwithstanding anything to the contrary in this Agreement, Seller’s right to (i) terminate this Agreement pursuant to Section 10.1(a) and receive the Performance Deposit or (ii) prior to Upon termination (but not after termination) of this Agreement, AIC shall return to seek specific performance but only in the circumstances set forth in Section 14.15, shall be the sole Pappas any equipment and exclusive remedies of Seller other personal property that (i) has not been xxxxxed from service with Pappas' consent and their Affiliates against Purchaser, the Financing Parties or was (ii) owned by Pappas and used by AIC during thx Xxxx hereof. If this Agreement is texxxxxxed for any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates, affiliated (or commonly advised) funds, representatives, agents, assignees and successors of any of the foregoing (each of the foregoing, reason other than Purchaser, a “Related Party”); pursuant to Section 12.2.1 or Section 13 and if the Closing does not occur for any reason, in no event will Seller or any of its Affiliates seek to recover any other money damages or seek any other remedy based on a claim in Law or equity whether in contract, tort or otherwise from or against Purchaser or any Related Party with respect to, (A) any Damages suffered than as a result of a Closing under the failure Option Agreement, Pappas shall have the right to sublease any leased space then being usxx xx AIC in the operation of the transactions contemplated Station for a period of up to six (6) months following the Term, including the use of the studio, control room facilities and personal property used by AIC to operate the Station. 12.5.4 Notwithstanding anything in the foregoing to the contrary, except as specifically provided in Section 12.2.5 with respect to the Step-Up Amount, termination of this Agreement to shall not extinguish any rights of either party as may be consummated,provided by Section 11, Section 18.10 and Section 18.11 hereof.

Liabilities Upon Termination. (a) Upon termination of If the obligation to close the transactions contemplated by this Agreement by Seller is terminated pursuant to an express right to do so set forth hereinany provision of Section 13.1 hereof, Seller shall be free to enjoy immediately all rights then, except for the provisions of ownership Sections 5.2, 5.4, 6.1(c) through 6.1(e) and this Section 13.2, and Article XIV and such of the Assets defined terms in Section 1.1 necessary to give context to the surviving provisions, this Agreement shall forthwith become void and to sell, transfer, encumber and otherwise dispose of the Assets to any party without any restriction under this AgreementParties shall have no liability or obligation hereunder. (b) If (i) Purchaser terminates Buyer materially breaches this Agreement pursuant at a time when Seller is not in material breach of this Agreement or (ii) Buyer fails to close the transactions contemplated hereunder in the instance where, as of the Outside Termination Date, (A) all of the conditions in Section 10.1(b8.2 (excluding conditions that, by their terms, cannot be satisfied until the Closing) have been satisfied (or 10.1(ewaived in writing by Buyer), (iiB) Purchaser terminates this Agreement pursuant Seller is ready, willing and able to perform its obligations under Section 10.1(d9.2(b) and (C) Buyer nevertheless elects not to close, then in either such event, Seller shall be entitled to, at such time all conditions set forth in Section 9.2 have not been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing; provided that such conditions would not be satisfied if the Closing were to occur on the date of termination its option and as its sole and exclusive remedy, one of the Agreement), (iii) Seller terminates this Agreement pursuant to Section 10.1following: (ci) because the conditions set forth in Section 9.1(d) or Section 9.2(d) have not been waived or satisfied, or (iv) the Parties to terminate this Agreement pursuant and entitled to Section 10.1(f)receive an amount equal to Sixty Million Dollars ($60,000,000) as liquidated damages, then which amount, less the Performance Deposit, shall be immediately payable by wire transfer in immediately available funds by Buyer and or Parent to Seller will promptly (but in no event more than two Business Days after such termination) cause and Buyer shall direct the Escrow Agent to remit release the Performance Deposit to Seller (the Parties agree that the foregoing liquidated damages are reasonable considering all of the circumstances existing as of the date hereof and any interest thereon by wire transfer constitute the Parties’ good faith estimate of immediately available funds the actual damages reasonably expected to an account designated by Purchaser. If Seller or Purchaser terminate result from such termination of this Agreement for any other reason, then Seller will be entitled to retain the Performance Deposit and the Escrow Agent shall be instructed to forward the Performance Deposit and any interest thereon by wire transfer of immediately available funds to an account designated by Seller no later than two Business Days following the date of termination. Seller agrees that, notwithstanding anything to the contrary in this Agreement, Seller’s right to (i) terminate this Agreement pursuant to Section 10.1(a) and receive the Performance Deposit or ); or (ii) prior to termination (but not after termination) of this Agreementspecific performance, to seek specific performance but only in provided that the circumstances set forth in Section 14.15, shall be the sole and exclusive remedies of Seller and their Affiliates against PurchaserQualified Fundraising has occurred. For clarity, the Financing Parties or any of their respective formerhereby agree and stipulate that, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates, affiliated (or commonly advised) funds, representatives, agents, assignees and successors of any of the foregoing (each of the foregoing, other than Purchaser, a “Related Party”); and if the Closing does not occur occur, Buyer shall never be liable under this Agreement, including, without limitation, under Sections 13.2(b)(i) or 13.2(b)(ii), for any reasonmonetary damages in an amount in excess of Sixty Million Dollars ($60,000,000). (c) If (i) Seller is in Willful Breach of this Agreement or (ii) Seller fails to close the transactions contemplated hereunder in the instance where, in no event will Seller or any as of its Affiliates seek to recover any other money damages or seek any other remedy based on a claim in Law or equity whether in contract, tort or otherwise from or against Purchaser or any Related Party with respect tothe Outside Termination Date, (A) any Damages suffered as a result all of the failure of conditions in Section 8.1 (excluding conditions that, by their terms, cannot be satisfied until the transactions contemplated Closing) have been satisfied (or waived by this Agreement Seller), (B) Buyer is ready, willing and able to be consummated,perform its obligations under

Liabilities Upon Termination. (a) Upon termination of If the obligation to close the transactions contemplated by this Agreement by Seller is terminated pursuant to an express right to do so set forth hereinany provision of Section 13.1 hereof, Seller shall be free to enjoy immediately all rights then, except for the provisions of ownership Sections 5.2, 5.4, 6.1(c) through 6.1(e) and this Section 13.2, and Article XIV and such of the Assets defined terms in Section 1.1 necessary to give context to the surviving provisions, this Agreement shall forthwith become void and to sell, transfer, encumber and otherwise dispose of the Assets to any party without any restriction under this AgreementParties shall have no liability or obligation hereunder. (b) If (i) Purchaser terminates Buyer materially breaches this Agreement pursuant at a time when Seller is not in material breach of this Agreement or (ii) Buyer fails to close the transactions contemplated hereunder in the instance where, as of the Outside Termination Date, (A) all of the conditions in Section 10.1(b8.2 (excluding conditions that, by their terms, cannot be satisfied until the Closing) have been satisfied (or 10.1(ewaived in writing by Buyer), (iiB) Purchaser terminates this Agreement pursuant Seller is ready, willing and able to perform its obligations under Section 10.1(d9.2(b) and (C) Buyer nevertheless elects not to close, then in either such event, Seller shall be entitled to, at such time all conditions set forth in Section 9.2 have not been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing; provided that such conditions would not be satisfied if the Closing were to occur on the date of termination its option and as its sole and exclusive remedy, one of the Agreement), (iii) Seller terminates this Agreement pursuant to Section 10.1following: (ci) because the conditions set forth in Section 9.1(d) or Section 9.2(d) have not been waived or satisfied, or (iv) the Parties to terminate this Agreement pursuant and entitled to Section 10.1(f)receive an amount equal to Forty Million Dollars ($40,000,000) as liquidated damages, then which amount, less the Performance Deposit, shall be immediately payable by wire transfer in immediately available funds by Buyer and or Parent to Seller will promptly (but in no event more than two Business Days after such termination) cause and Buyer shall direct the Escrow Agent to remit release the Performance Deposit to Seller (the Parties agree that the foregoing liquidated damages are reasonable considering all of the circumstances existing as of the date hereof and any interest thereon by wire transfer constitute the Parties’ good faith estimate of immediately available funds the actual damages reasonably expected to an account designated by Purchaser. If Seller or Purchaser terminate result from such termination of this Agreement for any other reason, then Seller will be entitled to retain the Performance Deposit and the Escrow Agent shall be instructed to forward the Performance Deposit and any interest thereon by wire transfer of immediately available funds to an account designated by Seller no later than two Business Days following the date of termination. Seller agrees that, notwithstanding anything to the contrary in this Agreement, Seller’s right to (i) terminate this Agreement pursuant to Section 10.1(a) and receive the Performance Deposit or ); or (ii) prior to termination (but not after termination) of this Agreementspecific performance, to seek specific performance but only in provided that the circumstances set forth in Section 14.15, shall be the sole and exclusive remedies of Seller and their Affiliates against PurchaserQualified Fundraising has occurred. For clarity, the Financing Parties or any of their respective formerhereby agree and stipulate that, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates, affiliated (or commonly advised) funds, representatives, agents, assignees and successors of any of the foregoing (each of the foregoing, other than Purchaser, a “Related Party”); and if the Closing does not occur occur, Buyer shall never be liable under this Agreement, including, without limitation, under Sections 13.2(b)(i) or 13.2(b)(ii), for any reasonmonetary damages in an amount in excess of Forty Million Dollars ($40,000,000). (c) If (i) Seller is in Willful Breach of this Agreement or (ii) Seller fails to close the transactions contemplated hereunder in the instance where, in no event will Seller or any as of its Affiliates seek to recover any other money damages or seek any other remedy based on a claim in Law or equity whether in contract, tort or otherwise from or against Purchaser or any Related Party with respect tothe Outside Termination Date, (A) any Damages suffered as a result all of the failure conditions in Section 8.1 (excluding conditions that, by their terms, cannot be satisfied until the Closing) have been satisfied (or waived by Seller), (B) Buyer is ready, willing and able to perform its obligations under Section 9.2(a), and (C) Seller nevertheless elects not to close, then in either such event, Buyer and Parent shall be entitled to, at their option and as their sole and exclusive remedy, one of the transactions contemplated by following: (i) to terminate this Agreement and be entitled to receive an amount equal to Forty Million Dollars ($40,000,000) as liquidated damages, which amount shall be consummated,immediately payable by wire transfer in immediately available funds by Seller to Buyer (the Parties agree that the foregoing liquidated damages are reasonable considering all of the circumstances existing as of the date hereof and constitute the Parties’ good faith estimate of the actual damages reasonably expected to result from such termination of this Agreement by Buyer); or (ii) specific performance. For clarity, the Parties hereby agree and stipulate that, if the Closing does not occur, Seller shall never be liable under this Agreement, including, without limitation, under Sections Section 13.2(c)(i) or 13.2(c)(ii), for monetary damages in an amount in excess of Forty Million Dollars ($40,000,000). (d) If this Agreement is terminated for any reason other than by Seller for a reason prescribed under Section 13.2(b), (i) the Performance Deposit and all interest thereon shall be returned to Buyer on demand upon such termination of this Agreement and (ii) the Parties hereby agree to instruct the Escrow Agent to return the Performance Deposit to Buyer in accordance with the terms of the Escrow Agreement. (e) Subject to the foregoing, upon the termination of this Agreement, neither Party shall have any other liability or obligation hereunder. (f) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN CONTAINED, IN NO EVENT SHALL EITHER PARTY BE ENTITLED TO RECOVER CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS OPPORTUNITY, AS A RESULT OF A BREACH OF THIS AGREEMENT BY THE OTHER PARTY.