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 Pubco determines in writing to abandon the IPO, or, unless Pubco, the Company, WTM, Insignia and the Founders otherwise agree, the IPO Closing has not occurred by the tenth Business Day following the date of this Agreement, (A) this Agreement shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 4.4, Section 4.7, Section 4.8 and Section 4.11 and (B) there shall be no liability on the part of any of the Parties hereto, except that such termination shall not preclude any Party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other parties of any representation, warranty, covenant or agreement contained herein prior to such termination. (b) In the event that this Agreement is terminated, pursuant to Section 2.3(a) or otherwise, for any reason after the consummation of any of the Reorganization Transactions, 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, 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 (it being understood and agreed that if such termination occurs subsequent to the effectiveness of the Fourth Amended and Restated LLC Agreement, the parties agree to amend the Fourth Amended and Restated 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’s securities correspond in all substantive respects with the provisions contained in the Third Amended and Restated LLC Agreement as in effect on the date hereof).

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that Pubco determines in writing the GA Parties, H&F GP and the Board determine to abandon the IPO, IPO prior to the occurrence of the events described in Section 2.1(a) or Section 2.1(b) or, unless Pubco, the Company, WTM, Insignia H&F GP and the Founders GA Parties otherwise agree, the IPO Closing has events described in Section 2.1(a) do not occurred occur by the tenth Business Day following the date of this AgreementSeptember 30, 2009, (Aa) this Agreement shall automatically terminate and be of no further force or effect except for this Section 2.32.3 and Sections 4.3, Section 4.44.6, Section 4.7, Section 4.8 4.9 and Section 4.11 4.10 and (Bb) there shall be no liability on the part of any of the Parties parties hereto, except that such termination shall not preclude any Party party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other parties of any representation, warranty, covenant or agreement contained herein prior to such termination. (b) . In the event that this Agreement is terminatedthe GA Parties, pursuant H&F GP and the Board determine to Section 2.3(a) or otherwise, for any reason abandon the IPO after the consummation occurrence of any of the Reorganization Transactionsevents described in Section 2.1(a), but prior to Section 2.1(b) or Section 2.1(c) or the consummation of all of the Reorganization TransactionsIPO is not completed by September 30, 2009, the Parties 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, 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 (it being understood and agreed that if such termination occurs subsequent to the effectiveness of the Fourth Amended and Restated LLC Agreement, the parties agree to amend the Fourth Amended Stockholders Agreement and Restated LLC Agreement the limited liability company agreement of EBS Master so that the governance, transfer restrictions, liquidity rights and other related provisions therein with respect to Pubcothe Company, Pubcothe Company’s subsidiaries and Pubco’s Subsidiaries and the Company’s and EBS Masters’ securities correspond in all substantive respects with the provisions contained in the Third Fifth Amended and Restated LLC Limited Liability Company Agreement of EBS Master as in effect on the date hereof). Prior to the IPO and after any abandonment of the IPO, except as expressly contemplated by this Agreement and subject to the immediately preceding sentence, the Company, as Managing Member of EBS Master, will not: take any action or cause or permit EBS Master to take any action that, under the Fifth Amended and Restated Limited Liability Company Agreement of EBS Master as in effect on the date hereof, would require the consent or approval of one or more of the H&F Members (as defined in the Fifth Amended and Restated LLC Agreement) or the unanimous consent of the board of directors of EBS Master; or amend the certificate of incorporation of the Company; or issue or repurchase, redeem or otherwise acquire any units or other equity interests of EBS Master or any capital stock of the Company; or declare or pay any dividends or distributions on the capital stock of the Company; or effect any subdivision or combination of the outstanding capital stock of the Company or units of EBS Master; or resign or cease to be or be replaced as managing Member of EBS Master; in each case, without first obtaining the written consent or approval of the H&F Members.

No Liabilities in Event of Termination; Certain Covenants. (a) . (a) In the event that Pubco determines in writing to abandon the IPO, IPO is abandoned or, unless Pubcothe Board, the Company, WTMSLP Investors, Insignia Temasek Stockholder and the Founders TJMT Holdings otherwise agree, the IPO Closing has not occurred by the tenth Business Day following the date of this Agreement[ ], 2015, (Aa) this Agreement shall automatically terminate and be of no further force or effect except for this Section 2.32.3 and Sections 4.1, Section 4.44.2, Section 4.3, 4.6, 4.7, Section 4.8 and Section 4.8, 4.9, 4.10, 4.11 and 4.12 and (Bb) there shall be no liability on the part of any of the Parties parties hereto, except that such termination shall not preclude any Party party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other parties of any representation, warranty, covenant or agreement contained herein prior to such termination. (b) In the event that this Agreement is terminated, pursuant to Section 2.3(a) or otherwise, terminated for any reason after the consummation of any of the Reorganization TransactionsTransaction, but prior to the consummation of all of the Reorganization Transactions, the Parties 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 parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including, without limitation, voting any and all securities owned by such Party 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 (it being understood and agreed that if such termination occurs subsequent to the effectiveness of the Fourth Amended and Restated LLC Agreementevents described in Section 2.1(b)(vi) hereof, the parties agree to amend the Fourth Amended and Restated 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’s securities correspond in all substantive respects with the provisions contained in the Third Amended and Restated Existing 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) the parties hereto shall not receive or lose any voting, governance or similar rights in connection with this Agreement or the Reorganization Transactions and (ii) the rights of the parties hereto under the Existing Company LLC Agreement shall not be effected.

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that Pubco determines in writing to abandon the IPO, IPO is abandoned or, unless Pubcothe Board, the Company, WTMSLP Investors, Insignia Temasek Stockholder and the Founders TJMT Holdings otherwise agree, the IPO Closing has not occurred by the tenth Business Day following the date of this AgreementMay 5, 2015, (Aa) this Agreement shall automatically terminate and be of no further force or effect except for this Section 2.32.3 and Sections 4.1, Section 4.44.2, Section 4.3, 4.6, 4.7, Section 4.8 and Section 4.8, 4.9, 4.10, 4.11 and 4.12 and (Bb) there shall be no liability on the part of any of the Parties parties hereto, except that such termination shall not preclude any Party party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other parties of any representation, warranty, covenant or agreement contained herein prior to such termination. (b) In the event that this Agreement is terminated, pursuant to Section 2.3(a) or otherwise, terminated for any reason after the consummation of any of the Reorganization TransactionsTransaction, but prior to the consummation of all of the Reorganization Transactions, the Parties 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 parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including, without limitation, voting any and all securities owned by such Party 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 (it being understood and agreed that if such termination occurs subsequent to the effectiveness of the Fourth Amended and Restated LLC Agreementevents described in Section 2.1(b)(vi) hereof, the parties agree to amend the Fourth Amended and Restated 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’s securities correspond in all substantive respects with the provisions contained in the Third Amended and Restated Existing 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) the parties hereto shall not receive or lose any voting, governance or similar rights in connection with this Agreement or the Reorganization Transactions and (ii) the rights of the parties hereto under the Existing Company LLC Agreement shall not be effected.

No Liabilities in Event of Termination; Certain Covenants. (a). (a) In the event that Pubco determines in writing to abandon the IPO, IPO is abandoned or, unless Pubcothe Board, the Company, WTM, Insignia Alclear Investments Stockholder and the Founders Alclear Investments II Stockholder otherwise agree, the IPO Closing has not occurred by the tenth Business Day following the date of this AgreementSeptember 1, 2021, (Aa) this Agreement shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 4.4, Section 4.7, Section 4.8 2.3 and Section 4.11 Sections 4.1-4.12 and (Bb) there shall be no liability on the part of any of the Parties parties hereto, except that such termination shall not preclude any Party party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other parties of any representation, warranty, covenant or agreement contained herein prior to such termination. (b) In the event that this Agreement is terminated, pursuant to Section 2.3(a) or otherwise, terminated for any reason after the consummation of any of the Reorganization TransactionsTransaction, but prior to the consummation of all of the Reorganization Transactions, the Parties 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 parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including, without limitation, voting any and all securities owned by such Party 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 (it being understood and agreed that if such termination occurs subsequent to the effectiveness of the Fourth Amended and Restated LLC Agreementevents described in Section 2.1(b)(iii) hereof, the parties agree to amend the Fourth Amended and Restated Post-Reclassification 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’s securities correspond in all substantive respects with the provisions contained in the Third Amended and Restated 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) the parties hereto shall not receive or lose any voting, governance or similar rights in connection with this Agreement or the Reorganization Transactions and (ii) the rights of the parties hereto under the Pre-Reclassification Company LLC Agreement shall not be effected.