Common use of No Liabilities in Event of Termination; Certain Covenants Clause in Contracts

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does not occur by the date that is twelve (12) months after the date of this Agreement, then (A) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) and Article 4 and (B) there shall be no liability on the part of any of the parties hereto, except termination will not relieve any party hereto from liability for any breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to the other parties either in law or equity shall be preserved and survive the termination of this Agreement. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by the Company. If a Post-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member shall continue to own the capital stock or equity interests of the Company and/or Roll-Up Subsidiary, as the case may be, that it owns prior to the consummation of the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, and (ii) the rights of the parties hereto under the Second Amended and Restated LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary shall not be affected, and all such agreements shall remain in full force and effect and unmodified. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) or, unless the Board, the Company and Holdings otherwise agree, the IPO Closing Date does has not occur occurred by the date that is twelve September 30, 2015, (12) months after the date of this Agreement, then (Aa) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.32.4 and Sections 4.1, Section 2.2(c) 4.2, 4.3, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and Article 4 4.12 and (Bb) there shall be no liability on the part of any of the parties hereto, except that such termination will shall not relieve preclude any party hereto from liability pursuing judicial remedies for any damages and/or other relief as a result of the breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to by the other parties either in law of any representation, warranty, covenant or equity shall be preserved and survive the termination of this Agreementagreement contained herein prior to such termination. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, but prior to the consummation of all of the Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by the Company. If a Post-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party hereto acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member the parties hereto shall continue to own not receive or lose any voting, governance or similar rights in connection with this Agreement or the capital stock or equity interests of the Company and/or Roll-Up Subsidiary, as the case may be, that it owns prior to the consummation of the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, Transactions and (ii) the rights of the parties hereto under the Second Amended and Restated Existing Company LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary Agreement shall not be affected, and all such agreements shall remain in full force and effect and unmodifiedeffected. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) or, unless the Board, the Company and the GA Parties otherwise agree, the IPO Closing Date does has not occur occurred by the date that is twelve [_____], 2021, (12) months after the date of this Agreement, then (Aa) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.32.3 and Sections 4.1, Section 2.2(c) 4.2, 4.3, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and Article 4 4.12 and (Bb) there shall be no liability on the part of any of the parties hereto, except that such termination will shall not relieve preclude any party hereto from liability pursuing judicial remedies for any damages and/or other relief as a result of the breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to by the other parties either in law of any representation, warranty, covenant or equity shall be preserved and survive the termination of this Agreementagreement contained herein prior to such termination. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privilegesprivileges (it being understood and agreed that if such termination occurs subsequent to the events described in Section 2.1(b)(viii) hereof, in each case as reasonably directed by the parties agree to amend the Company LLC Agreement so that the governance, transfer restrictions, liquidity rights and other related provisions therein with respect to Pubco, Pubco’s subsidiaries and Pubco’s and the Company. If a Post-IPO ’s securities correspond in all substantive respects with the provisions contained in the Existing Company LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, Agreement as in effect on the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreementdate hereof). (c) For the avoidance of doubt, each party hereto acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member the parties hereto shall continue to own the capital stock not receive or equity interests of the Company and/or Roll-Up Subsidiarylose any voting, as the case may be, that it owns prior to the consummation of governance or similar rights in connection with this Agreement or the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, Transactions and (ii) the rights of the parties hereto under the Second Amended and Restated Existing Company LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary Agreement shall not be affected, and all such agreements shall remain in full force and effect and unmodified. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) or, unless Pubco, the Company, KKR, on behalf of the KKR Parties, and SL, on behalf of the SL Parties, otherwise agree, the IPO Closing Date does has not occur occurred by the date that is twelve [ ], 2015, (12) months after the date of this Agreement, then (Aa) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) 2.3 and Article 4 IV and (Bb) there shall be no liability on the part of any of the parties hereto, except that such termination will shall not relieve preclude any party hereto from liability pursuing judicial remedies for any damages and/or other relief as a result of the breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to by the other parties either in law of any representation, warranty, covenant or equity shall be preserved and survive the termination of this Agreementagreement contained herein prior to such termination. (b) In the event that this Agreement is terminated terminated, pursuant to Section 2.3(a) or otherwise, for any reason after the consummation of any of the Reorganization TransactionTransactions, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by privileges (it being understood and agreed that if such termination occurs subsequent to the Company. If a Post-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member shall continue to own the capital stock or equity interests effectiveness of the Company and/or Roll-Up Subsidiary, as the case may be, that it owns prior to the consummation of the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, and (ii) the rights of the parties hereto under the Second Amended and Restated LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of parties agree to amend the Company or any Roll-Up Subsidiary shall not be affectedLLC Agreement so that the governance, transfer restrictions, liquidity rights and all such agreements shall remain in full force and effect and unmodified. (d) Each Post-IPO LLC Member acknowledges and agrees that none of other related provisions therein with respect to Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, Pubco’s subsidiaries and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of Pubco’s and the Company’s Subsidiaries used securities correspond in consummating all substantive respects with the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member provisions contained in the Reorganization Transactions, Existing Company LLC Agreement as in each case except for any such information that is made publicly available by Pubco or effect on the Company, or is required to be made publicly available under applicable law, in connection with the IPOdate hereof).

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) or, unless Caliburn and the Company otherwise agree, the IPO Closing Date does has not occur occurred by the date that is twelve tenth (1210th) months after Business Day following the date of this Agreement, then (Ai) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) 2.3 and Article 4 IV and (Bii) there shall be no liability on the part of any of the parties hereto, except termination will not relieve any party hereto from liability for any breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to the other parties either in law or equity shall be preserved and survive the termination of this Agreement. (b) In the event that this Agreement is terminated terminated, pursuant to Section 2.3(a) or otherwise, for any reason after the consummation of any of the Reorganization TransactionTransactions, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by privileges (it being understood and agreed that if such termination occurs subsequent to the Company. If a Post-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member shall continue to own the capital stock or equity interests effectiveness of the Company and/or Roll-Up Subsidiary, as the case may be, that it owns prior to the consummation of the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, and (ii) the rights of the parties hereto under the Second Amended and Restated LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of parties agree to amend the Company or any Roll-Up Subsidiary shall not be affectedLLC Agreement so that the governance, transfer restrictions, liquidity rights and other related provisions therein correspond in all such agreements shall remain in full force and effect and unmodified. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, substantive respects with the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member provisions contained in the Reorganization Transactions, Existing Company LLC Agreement as in each case except for any such information that is made publicly available by Pubco or effect on the Company, or is required to be made publicly available under applicable law, in connection with the IPOdate hereof).

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does has not occur occurred by the date that is twelve [●], 2018, (12) months after the date of this Agreement, then (Ai) this Reorganization Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) 2.03 and Article 4 and (Bii) there shall be no liability on the part of any of the parties hereto, except that such termination will shall not relieve preclude any party hereto from liability pursuing judicial remedies for any damages and/or other relief as a result of the breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to by the other parties either in law of any representation, warranty, covenant or equity shall be preserved and survive the termination of this Agreementagreement contained herein prior to such termination. (b) In the event that this Reorganization Agreement is terminated for any reason after the consummation of any Reorganization Transaction, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by the Company. If a Post-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party hereto acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member the parties hereto shall continue to own the capital stock not receive or equity interests of the Company and/or Roll-Up Subsidiarylose or convey any voting, as the case may be, that it owns prior to the consummation of governance or similar rights in connection with this Reorganization Agreement or the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, Transactions and (ii) the rights of the parties hereto under the Second Amended and Restated LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary Agreement shall not be affected, and all such agreements shall remain in full force and effect and unmodified. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does not occur by the date that is twelve (12) months after the date of this Agreement, then (A) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) and Article 4 and (B) there shall be no liability on the part of any of the parties hereto, except termination will not relieve any party hereto from liability for any breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to the other parties either in law or equity shall be preserved and survive the termination of this Agreement. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by the CompanyWSP. If a PostPre-IPO LLC Member (other than Pubco) fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Postsuch Pre-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each PostPre-IPO LLC Member shall continue to own the capital stock or equity interests of the Company and/or Roll-Up Subsidiary, as the case may be, WSP that it owns prior to the consummation of the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the PostPre-IPO LLC Member is a party or otherwise bound, and (ii) the rights of the parties hereto under the Second Fourth Amended and Restated WSP LLC Agreement, the Roll-Up Subsidiary Governing Documents Agreement and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary WSP shall not be affected, and all such agreements shall remain in full force and effect and unmodified. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) or, unless Pubco, the Company, KKR, on behalf of the KKR Parties, and SL, on behalf of the SL Parties, otherwise agree, the IPO Closing Date does has not occur occurred by the date that is twelve (12) months after tenth Business Day following the date of this Agreement, then (Aa) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) 2.3 and Article 4 IV and (Bb) there shall be no liability on the part of any of the parties hereto, except that such termination will shall not relieve preclude any party hereto from liability pursuing judicial remedies for any damages and/or other relief as a result of the breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to by the other parties either in law of any representation, warranty, covenant or equity shall be preserved and survive the termination of this Agreementagreement contained herein prior to such termination. (b) In the event that this Agreement is terminated terminated, pursuant to Section 2.3(a) or otherwise, for any reason after the consummation of any of the Reorganization TransactionTransactions, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by privileges (it being understood and agreed that if such termination occurs subsequent to the Company. If a Post-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member shall continue to own the capital stock or equity interests effectiveness of the Company and/or Roll-Up Subsidiary, as the case may be, that it owns prior to the consummation of the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, and (ii) the rights of the parties hereto under the Second Amended and Restated LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of parties agree to amend the Company or any Roll-Up Subsidiary shall not be affectedLLC Agreement so that the governance, transfer restrictions, liquidity rights and all such agreements shall remain in full force and effect and unmodified. (d) Each Post-IPO LLC Member acknowledges and agrees that none of other related provisions therein with respect to Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, Pubco’s subsidiaries and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of Pubco’s and the Company’s Subsidiaries used securities correspond in consummating all substantive respects with the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member provisions contained in the Reorganization Transactions, Existing Company LLC Agreement as in each case except for any such information that is made publicly available by Pubco or effect on the Company, or is required to be made publicly available under applicable law, in connection with the IPOdate hereof).

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does not occur by the date that is twelve six (126) months after the date of this Agreement, then (A) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) 2.3 and Article 4 IV and (B) there shall be no liability on the part of any of the parties hereto, except termination will not relieve any party hereto from liability for any breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to the other parties either in law or equity shall be preserved and survive the termination of this Agreement. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by the Company. If a Post-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Postthe Pre-IPO LLC Member Equityholders shall continue to own own, directly or indirectly, the capital stock or equity interests units of the Company and/or Roll-Up Subsidiary, as the case may be, that it owns prior to the consummation of the Reorganization Transactions, in each case Transactions subject to all of the existing agreements, restrictions and obligations to which the PostPre-IPO LLC Member is Equityholders are a party or otherwise bound, and (ii) the rights of the parties hereto under the Second Amended and Restated Prior LLC Agreement, the Roll-Up Subsidiary Governing Documents Agreement and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary shall not be affected, and all such agreements shall remain in full force and effect and unmodified. (d) Each PostPre-IPO LLC Member Equityholder acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Postsuch Pre-IPO LLC MemberEquityholder, and may redact this information from any copy of a Reorganization Document provided to the Postsuch Pre-IPO LLC MemberEquityholder: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another PostPre-IPO LLC Member Equityholder in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does not occur by the date that is twelve six (126) months after the date of this Agreement, then (A) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) ‎Section 2.3 and Article 4 ‎Article IV and (B) there shall be no liability on the part of any of the parties hereto, except termination will not relieve any party hereto from liability for any breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to the other parties either in law or equity shall be preserved and survive the termination of this Agreement. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by the Company. If a Post-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Postthe Pre-IPO LLC Member Equityholders shall continue to own own, directly or indirectly, the capital stock or equity interests units of the Company and/or Roll-Up Subsidiary, as the case may be, that it owns prior to the consummation of the Reorganization Transactions, in each case Transactions subject to all of the existing agreements, restrictions and obligations to which the PostPre-IPO LLC Member is Equityholders are a party or otherwise bound, and (ii) the rights of the parties hereto under the Second Amended and Restated Prior LLC Agreement, the Roll-Up Subsidiary Governing Documents Agreement and any other agreements governing capital WEIL:\98112265\7\40590.0003 stock or equity interests of the Company or any Roll-Up Subsidiary shall not be affected, and all such agreements shall remain in full force and effect and unmodified. (d) Each PostPre-IPO LLC Member Equityholder acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Postsuch Pre-IPO LLC MemberEquityholder, and may redact this information from any copy of a Reorganization Document provided to the Postsuch Pre-IPO LLC MemberEquityholder: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another PostPre-IPO LLC Member Equityholder in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or, unless the Board, Holdco, RHI or (ii) Xxxxxxx otherwise agree, the IPO Closing Date does has not occur occurred by the date that is twelve September 30, 2020, (12) months after the date of this Agreement, then (Aa) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.32.3 and Sections 4.1, Section 2.2(c) 4.2, 4.3, 4.6, 4.7, , 4.8, 4.9, 4.10 and Article 4 4.12 and (Bb) there shall be no liability on the part of any of the parties hereto, except that such termination will shall not relieve preclude any party hereto from liability pursuing judicial remedies for any damages or other relief as a result of the breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to by the other parties either in law of any representation, warranty, covenant or equity shall be preserved and survive the termination of this Agreementagreement contained herein prior to such termination. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by the Company. If a Post-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party hereto acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member the parties hereto shall continue to own the capital stock not receive or equity interests of the Company and/or Roll-Up Subsidiarylose any voting, as the case may be, that it owns prior to the consummation of governance or similar rights in connection with this Agreement or the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, Transactions and (ii) the rights of the parties hereto under the Second Amended and Restated LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary Existing Holdco Operating Agreement shall not be affected, and all such agreements shall remain in full force and effect and unmodifiedeffected. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does has not occur occurred by the date that is twelve May 1, 2018, (12) months after the date of this Agreement, then (Ai) this Reorganization Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) 2.03 and Article 4 and (Bii) there shall be no liability on the part of any of the parties hereto, except that such termination will shall not relieve preclude any party hereto from liability pursuing judicial remedies for any damages and/or other relief as a result of the breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to by the other parties either in law of any representation, warranty, covenant or equity shall be preserved and survive the termination of this Agreementagreement contained herein prior to such termination. (b) In the event that this Reorganization Agreement is terminated for any reason after the consummation of any Reorganization Transaction, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by the Company. If a Post-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party hereto acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member the parties hereto shall continue to own the capital stock not receive or equity interests of the Company and/or Roll-Up Subsidiarylose or convey any voting, as the case may be, that it owns prior to the consummation of governance or similar rights in connection with this Reorganization Agreement or the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, Transactions and (ii) the rights of the parties hereto under the Second Amended and Restated LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary Agreement shall not be affected, and all such agreements shall remain in full force and effect and unmodified. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) . (a) In the event that (i) the IPO is abandoned by Pubco or, unless the Board, Holdco, RHI or (ii) Xxxxxxx otherwise agree, the IPO Closing Date does has not occur occurred by the date that is twelve [·], 2020, (12) months after the date of this Agreement, then (Aa) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.32.3 and Sections 4.1, Section 2.2(c) 4.2, 4.3, 4.6, 4.7, , 4.8, 4.9, 4.10 and Article 4 4.12 and (Bb) there shall be no liability on the part of any of the parties hereto, except that such termination will shall not relieve preclude any party hereto from liability pursuing judicial remedies for any damages or other relief as a result of the breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to by the other parties either in law of any representation, warranty, covenant or equity shall be preserved and survive the termination of this Agreementagreement contained herein prior to such termination. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by the Company. If a Post-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party hereto acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member the parties hereto shall continue to own the capital stock not receive or equity interests of the Company and/or Roll-Up Subsidiarylose any voting, as the case may be, that it owns prior to the consummation of governance or similar rights in connection with this Agreement or the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, Transactions and (ii) the rights of the parties hereto under the Second Amended and Restated LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary Existing Holdco Operating Agreement shall not be affected, and all such agreements shall remain in full force and effect and unmodifiedeffected. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) or, unless the Board, the Company, Alclear Investments Stockholder and Alclear Investments II Stockholder otherwise agree, the IPO Closing Date does has not occur occurred by the date that is twelve [●] 2021, (12) months after the date of this Agreement, then (Aa) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) 2.3 and Article 4 Sections 4.1-4.12 and (Bb) there shall be no liability on the part of any of the parties hereto, except that such termination will shall not relieve preclude any party hereto from liability pursuing judicial remedies for any damages and/or other relief as a result of the breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to by the other parties either in law of any representation, warranty, covenant or equity shall be preserved and survive the termination of this Agreementagreement contained herein prior to such termination. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privilegesprivileges (it being understood and agreed that if such termination occurs subsequent to the events described in Section 2.1(b)(iii) hereof, in each case as reasonably directed by the Company. If a Post-IPO LLC Member fails parties agree to take any action required by this Section 2.3(b) after reasonable notice thereof, amend the Post-IPO Reclassification LLC Member agrees Agreement so that such action may be taken by the Attorneys appointed under Section 2.2(c) (governance, transfer restrictions, liquidity rights and such provision for this purpose shall survive termination of this Agreementother related provisions therein with respect to Pubco, Pubco’s subsidiaries and Pubco’s and the Company’s securities correspond in all substantive respects with the provisions contained in the Pre-Reclassification Company LLC Agreement as in effect on the date hereof). (c) For the avoidance of doubt, each party hereto acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member the parties hereto shall continue to own the capital stock not receive or equity interests of the Company and/or Roll-Up Subsidiarylose any voting, as the case may be, that it owns prior to the consummation of governance or similar rights in connection with this Agreement or the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, Transactions and (ii) the rights of the parties hereto under the Second Amended and Restated Pre-Reclassification Company LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary Agreement shall not be affected, and all such agreements shall remain in full force and effect and unmodifiedeffected. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) or, unless the Board, the Company and the GA Parties otherwise agree, the IPO Closing Date does has not occur occurred by the date that is twelve September 30, 2021, (12) months after the date of this Agreement, then (Aa) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.32.3 and Sections 4.1, Section 2.2(c) 4.2, 4.3, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and Article 4 4.12 and (Bb) there shall be no liability on the part of any of the parties hereto, except that such termination will shall not relieve preclude any party hereto from liability pursuing judicial remedies for any damages and/or other relief as a result of the breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to by the other parties either in law of any representation, warranty, covenant or equity shall be preserved and survive the termination of this Agreementagreement contained herein prior to such termination. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privilegesprivileges (it being understood and agreed that if such termination occurs subsequent to the events described in Section 2.1(b)(viii) hereof, in each case as reasonably directed by the parties agree to amend the Company LLC Agreement so that the governance, transfer restrictions, liquidity rights and other related provisions therein with respect to Pubco, Pubco’s subsidiaries and Pubco’s and the Company. If a Post-IPO ’s securities correspond in all substantive respects with the provisions contained in the Existing Company LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, Agreement as in effect on the Post-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreementdate hereof). (c) For the avoidance of doubt, each party hereto acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member the parties hereto shall continue to own the capital stock not receive or equity interests of the Company and/or Roll-Up Subsidiarylose any voting, as the case may be, that it owns prior to the consummation of governance or similar rights in connection with this Agreement or the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, Transactions and (ii) the rights of the parties hereto under the Second Amended and Restated Existing Company LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary Agreement shall not be affected, and all such agreements shall remain in full force and effect and unmodified. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does not occur by the date that is twelve (12) months after the date of this Agreement, then (A) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) and Article 4 and (B) there shall be no liability on the part of any of the parties hereto, except termination will not relieve any party hereto from liability for any breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to the other parties either in law or equity shall be preserved and survive the termination of this Agreement. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges, in each case as reasonably directed by the Company. If a PostPre-IPO LLC Member fails to take any action required by this Section 2.3(b) after reasonable notice thereof, the PostPre-IPO LLC Member agrees that such action may be taken by the Attorneys appointed under Section 2.2(c) (and such provision for this purpose shall survive termination of this Agreement). (c) For the avoidance of doubt, each party acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each PostPre-IPO LLC Member shall continue to own the capital stock or equity interests of the Company and/or Roll-Up Subsidiary, as the case may be, that it owns prior to the consummation of the Reorganization Transactions, in each case Transactions subject to all of the existing agreements, restrictions and obligations to which the PostPre-IPO LLC Member is a party or otherwise bound, and (ii) the rights of the parties hereto under the Second Amended and Restated LLC Agreement, the Roll-Up Subsidiary Governing Documents Agreement and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary shall not be affected, and all such agreements shall remain in full force and effect and unmodified. (d) Each PostPre-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the PostPre-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the PostPre-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another PostPre-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.

No Liabilities in Event of Termination; Certain Covenants. (a). (a) In the event that (i) the IPO is abandoned by Pubco or (ii) or, unless the Board, the Company, Alclear Investments Stockholder and Alclear Investments II Stockholder otherwise agree, the IPO Closing Date does has not occur occurred by the date that is twelve [●] 2021, (12) months after the date of this Agreement, then (Aa) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) 2.3 and Article 4 Sections 4.1-4.12 and (Bb) there shall be no liability on the part of any of the parties hereto, except that such termination will shall not relieve preclude any party hereto from liability pursuing judicial remedies for any damages and/or other relief as a result of the breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to by the other parties either in law of any representation, warranty, covenant or equity shall be preserved and survive the termination of this Agreementagreement contained herein prior to such termination. (b) In the event that this Agreement is terminated for any reason after the consummation of any Reorganization Transaction, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privilegesprivileges (it being understood and agreed that if such termination occurs subsequent to the events described in Section 2.1(b)(iii) hereof, in each case as reasonably directed by the Company. If a Post-IPO LLC Member fails parties agree to take any action required by this Section 2.3(b) after reasonable notice thereof, amend the Post-IPO Reclassification LLC Member agrees Agreement so that such action may be taken by the Attorneys appointed under Section 2.2(c) (governance, transfer restrictions, liquidity rights and such provision for this purpose shall survive termination of this Agreementother related provisions therein with respect to Pubco, Pubco’s subsidiaries and Pubco’s and the Company’s securities correspond in all substantive respects with the provisions contained in the Pre-Reclassification Company LLC Agreement as in effect on the date hereof). (c) For the avoidance of doubt, each party hereto acknowledges and agrees that until the consummation of the Reorganization Transactions: (i) each Post-IPO LLC Member the parties hereto shall continue to own the capital stock not receive or equity interests of the Company and/or Roll-Up Subsidiarylose any voting, as the case may be, that it owns prior to the consummation of governance or similar rights in connection with this Agreement or the Reorganization Transactions, in each case subject to all of the existing agreements, restrictions and obligations to which the Post-IPO LLC Member is a party or otherwise bound, Transactions and (ii) the rights of the parties hereto under the Second Amended and Restated Pre-Reclassification Company LLC Agreement, the Roll-Up Subsidiary Governing Documents and any other agreements governing capital stock or equity interests of the Company or any Roll-Up Subsidiary Agreement shall not be affected, and all such agreements shall remain in full force and effect and unmodifiedeffected. (d) Each Post-IPO LLC Member acknowledges and agrees that none of Pubco, the Company or any other party hereto shall be required to disclose any of the following information to the Post-IPO LLC Member, and may redact this information from any copy of a Reorganization Document provided to the Post-IPO LLC Member: (i) the identity of the Pre-Reorganization Subsidiary LLC Members, (ii) the valuation of the Company’s Subsidiaries used in consummating the transactions contemplated by the Exchange Agreements, except for the Roll-Up Subsidiary (if any) of which the Post-IPO LLC Member was an owner at the time of the Reorganization Transactions, or (ii) the number of LLC Units and shares of Class B Common Stock acquired by another Post-IPO LLC Member in the Reorganization Transactions, in each case except for any such information that is made publicly available by Pubco or the Company, or is required to be made publicly available under applicable law, in connection with the IPO.