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

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate this Agreement pursuant to Section 8.1 shall give written notice of such termination to the other Parties, specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A terminating Party desiring to terminate this Agreement pursuant to Section 8.1 shall give provide written notice of such termination to the other Parties, Party specifying with particularity the provision pursuant to which reason for such termination is effectiveand any termination shall be effective immediately upon delivery of such written notice to the other Party. If the Company Chapter 11 Cases have been commenced, the Company agrees, subject to the terms and conditions contained herein, not to assert, or support any assertion that in order to act on the provisions of Section 8.1 or this Section 8.2 Parent shall be required to obtain relief from the automatic stay from the Bankruptcy Court, and the Company waives, to the greatest extent possible, the applicability of the automatic stay to the giving of any notice of termination in accordance with this Section 8.2. (b) Notwithstanding anything in In the event of termination of this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing by any Party as provided in accordance with Section 8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate shall forthwith become void and there shall be no liability or obligation on the part of any PartyParty except with respect to this Section 8.2, except that Section 6.7(b), Section 6.24(h), Section 8.3 and Article I and Article IX (i) and the provisions of Section 8.2 and Section 9 hereof (that substantively define any related defined terms not substantively defined in Article I); provided, however, that notwithstanding anything to the extent applicablecontrary herein, no such termination shall relieve any Party from liability for any damages for a Willful and Material Breach of this Agreement or fraud. (c) shall survive Notwithstanding anything to the contrary in this Agreement, following the filing of the Company Chapter 11 Cases and unless and until there is an order of the Bankruptcy Court providing that the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for any breach of any of Agreement in accordance with its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives terms is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved prohibited by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations automatic stay imposed by section 362 of the Seller or the Company hereunderBankruptcy Code, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause termination right under Section 8.1(b)(ii) or (iih) shall relieve result in the automatic termination of this Agreement to the extent (and then only to the extent) that Parent would otherwise have the ability to terminate this Agreement in accordance with Section 8.1(b)(ii) or release any Party from any breach (h), five (5) Business Days following such occurrence unless waived in writing by Parent, and in the event this Agreement is automatically terminated pursuant to this Section 8.2(c), for purposes of Section 8.3 and determining whether the Company must pay the Company Termination Fee or noncompliance Parent Expenses, Parent will be deemed to have terminated the Agreement under Section 8.1(b)(ii) or (h), as applicable, in connection with any of its obligations under this Agreementsuch automatic termination.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate Any proper and valid termination of this Agreement pursuant to Section 8.1 9.1 or Section 9.2 shall give be effective immediately upon the delivery of written notice of such termination the terminating party to the other Partiesparty or parties hereto, specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in as applicable. In the event of fraudthe termination of this Agreement pursuant to Section 9.1 or Section 9.2, the maximum aggregate this Agreement shall be of no further force or effect without liability of a Partyany party or parties hereto, its Non-Recourse Parties and their respective successors and assigns as applicable (or any director, officer, employee, Affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for any and all Losses (whether at lawthe terms of Article IV, in equitySection 7.4, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part 9.3, Section 9.4 and Article X, each of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) which shall survive the termination of this Agreement, and (iib) subject to and without limiting Section 8.2(b), that nothing herein shall relieve any party or release any Party parties hereto, as applicable, from any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of out-of-pocket fees, costs or expenses incurred in connection with the transactions contemplated, and may include, to the extent proven, the benefit of the bargain lost by a party’s stockholders (taking into consideration relevant matters, including other Party for combination opportunities and the time value of money), which shall be deemed in such event to be damages of such party) hereby resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring that occurs prior to such termination. (f) For , in which case the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein aggrieved party shall be construed entitled to all remedies available at Law or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments in equity. In addition to the contrary are hereby expressly disclaimed; and (ii) without derogating from foregoing, no termination of this Agreement shall affect the obligations of the Seller or parties hereto set forth in the Company hereunderConfidentiality Agreement, the occurrence all of a Material Adverse Effect which obligations shall survive termination of this Agreement in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance accordance with any of its obligations under this Agreementtheir terms.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate Any proper and valid termination of this Agreement pursuant to Section 8.1 shall give be effective immediately upon the delivery of written notice of such termination by the terminating party to the other Partiesparty or parties hereto, as applicable specifying the provision or provisions pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in being effected. In the event of fraud, the maximum aggregate liability termination of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate shall be of no further force or effect and there shall be no liability on the part of any Partyparty or parties hereto (or any director, officer, employee, Affiliate, agent or other Representative of such party or parties) to the other party or parties hereto, as applicable, except that (ia) this Section 8.2, Section 8.3, Section 8.7 and Article IX, and the provisions terms of Section 8.2 and Section 9 hereof (to the extent applicable) Confidentiality Agreement, each of which shall survive the termination of this Agreement, and (iib) subject to and without limiting that, except as set forth in Section 8.2(b8.3(c), nothing herein shall relieve any party or release any Party parties hereto from any liability to the other Party for or damages resulting from any willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring that occurs prior to such termination. termination (f) For which liability or damages the avoidance parties acknowledge and agree shall not be limited to reimbursement of doubt: (i) neither out-of-pocket fees, costs or expenses incurred in connection with the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect totransactions contemplated hereby, and does not guarantee thatmay include, to the extent proven and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved awarded by the Seller’s or court, damages based on loss of the economic benefit of the transactions contemplated by this Agreement to the Company’s bondholders or shareholders and any deemed representationsstockholders, warranties or other promises or commitments to it being acknowledged that the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations stockholders of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle have the Purchasers right to assert directly any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve claim against Parent or release any Party from any breach Merger Sub or noncompliance with any of its obligations under otherwise enforce this Agreement).

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate Any proper and valid termination of this Agreement pursuant to Section 8.1 8.01 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable (it being agreed that the party hereto terminating this Agreement pursuant to Section 8.01 shall give prompt written notice of such termination to the other Parties, specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement party or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Capparties hereto). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) . If this Agreement is validly terminated pursuant to Section 8.18.01, all this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, Affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 6.03, the reimbursement and indemnification obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any PartyParent in Section 5.04, except that (i) the provisions of Section 8.2 6.14 and Section 9 hereof (to the extent applicable) 6.19, this Section 8.02, Section 8.03 and Article IX, and any definitions herein, including in Section 1.01, each of which shall survive the termination of this Agreement, Agreement and (iib) subject to and without limiting Section 8.2(b), that nothing herein shall relieve any party or release any Party parties hereto, as applicable, from any liability for damages (which the parties acknowledge and agree shall not be limited to reimbursement of out-of-pocket fees, costs or expenses incurred in connection with the other Party for Transactions) resulting from any breach fraud or Willful Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments except to the contrary are hereby expressly disclaimed; and (ii) without derogating from extent set forth in Section 8.03(c). In addition to the foregoing, no termination of this Agreement shall affect the obligations of the Seller or parties hereto set forth in the Company hereunderConfidentiality Agreement, the occurrence all of a Material Adverse Effect which obligations shall survive termination of this Agreement in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance accordance with any of its obligations under this Agreementtheir terms.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate In the event of the termination of this Agreement pursuant to as provided in Section 8.1 shall give 8.1, written notice of such termination thereof shall forthwith be given to the other Parties, party or parties specifying the provision of this Agreement pursuant to which such termination is effective. (b) Notwithstanding anything in made, and this Agreement or otherwise to shall forthwith become null and void (except for the contrarythird from final sentence of Section 6.2, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1and for Sections 9.3, except in the event of fraud9.5, the maximum aggregate liability of a Party9.6, its Non-Recourse Parties 9.7, 9.8, 9.9, 9.11, 9.13, 9.14, 9.15 and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement8.2, and that without these agreements, neither Party would enter into this Agreement. (dwhich shall survive such termination) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any PartyParent, the Purchaser or the Company, except that (i) the provisions of as set forth in Section 8.2 6.2 and this Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement8.2, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve any party from liability for damages incurred or release suffered by the other party as a result of fraud or any Party from breach of this Agreement that is willful or intentional. (b) If: (i) Parent shall have terminated this Agreement pursuant to Section 8.1(c)(i) or 8.1(c)(iii); (ii) the Company shall have terminated this Agreement pursuant to Section 8.1(d)(i); or (iii) (A) either Parent or the Company shall have terminated this Agreement pursuant to Section 8.1(b)(ii), 8.1(b)(iii), or 8.1(c)(ii), (B) prior to termination of this Agreement pursuant to Section 8.1(b)(ii), 8.1(b)(iii), or 8.1(c)(ii), a Person shall have made or publicly announced an Acquisition Proposal that was not bona fidely and irrevocably withdrawn at the time of termination and (C) within twelve months after any such termination either (1) the Company enters into an agreement with respect to an Acquisition Proposal or (2) an Acquisition Proposal is consummated; provided, that for the purpose of this Section 8.2(b)(iii), all references in the definition of “Acquisition Proposal” to “20%” shall instead be deemed to refer to “50%”; then the Company shall pay to Parent a termination fee of $50,000,000 (the “Company Termination Fee”) (A) concurrently with such termination in the case of a termination pursuant to Section 8.1(d)(i), (B) within one Business Day after such termination in the case of a termination pursuant to Sections 8.1(c)(i) or 8.1(c)(iii) and (C) upon the earlier of the entry into an agreement with respect to an Acquisition Proposal or the consummation of an Acquisition Proposal in the case of a termination pursuant to Section 8.1(b)(ii), 8.1(b)(iii) or 8.1(c)(ii). The Company Termination Fee shall be paid by wire transfer of immediately available funds to such account as Parent may designate in writing to the Company. Notwithstanding anything to the contrary in this Agreement (including in Section 9.9) other than the proviso to this sentence, the parties agree that the payment of the Company Termination Fee shall be the sole and exclusive remedy available to Parent and Purchaser with respect to this Agreement and the Transactions in the event the Company Termination Fee becomes due and payable under the terms of this Agreement, and, upon payment of the Company Termination Fee, the Company shall have no further liability to Parent and Purchaser hereunder; provided that the foregoing limitation shall not apply in the event of any liabilities or damages incurred or suffered by Parent or Purchaser in the case of (i) a breach of this Agreement involving fraud or willful or intentional misconduct or (ii) a willful and intentional material breach of Section 5.2. (c) If (i) either Parent or the Company shall have terminated this Agreement pursuant to Section 8.1(b)(ii) or 8.1(b)(iii) and at the time of such termination the conditions to the Offer set forth in paragraphs (a) through (f) of Annex I have been satisfied or waived or (ii) the Company shall have terminated this Agreement pursuant to Section 8.1(d)(iii) or 8.1(d)(iv), then Parent shall pay to the Company a termination fee of $50,000,000 (the “Parent Termination Fee”) within one Business Day after such termination. The Parent Termination Fee shall be paid by wire transfer of immediately available funds to such account as the Company may designate in writing to Parent. The parties agree that the payment of the Parent Termination Fee shall be the sole and exclusive remedy available to the Company with respect to this Agreement and the Transactions in the event of the termination of this Agreement as provided in this Section 8.2(c), and, upon payment of the Parent Termination Fee, Parent and Purchaser shall have no further liability to the other Party for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For Company hereunder; provided that the avoidance of doubt: foregoing limitation shall (i) neither not limit the Seller or remedies available to the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, pursuant to Section 9.9 in the Court Approval will be obtained or that event the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; is not terminated as provided in this Section 8.2(c) and (ii) without derogating from shall not apply in the obligations event of the Seller any liabilities or damages incurred or suffered by the Company hereunder, in the occurrence case of a Material Adverse Effect in and breach of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve Agreement involving fraud or release any Party from any breach willful or noncompliance with any of its obligations under this Agreementintentional misconduct.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate this Agreement pursuant to Section 8.1 ‎8.1 shall give written notice of such termination to the other Parties, specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1‎8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 ‎8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 ‎8.1 is in addition to the specific performance rights as set forth in Section 9.13‎9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1‎8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 ‎8.2 and Section 9 ‎9 hereof (to the extent applicable) shall survive the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b‎8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate In the event of the termination of this Agreement pursuant to as provided in Section 8.1 shall give 8.1, written notice of such termination thereof shall forthwith be given to the other Parties, party or parties specifying the provision of this Agreement pursuant to which such termination is effective. (b) Notwithstanding anything in made, and this Agreement or otherwise to shall forthwith become null and void (except for the contrary, if this Agreement is validly terminated prior to Closing in accordance with last sentence of Section 8.1, except in the event of fraud6.2, the maximum aggregate liability last sentence of a PartySection 9.2 and for Section 9.3, its Non-Recourse Parties Section 9.5 through Section 9.9, Section 9.11, Section 9.13, Section 9.14, Section 9.15 and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement8.2, and that without these agreements, neither Party would enter into this Agreement. (dwhich shall survive such termination) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any PartyParent, Merger Sub or the Company, except that (i) as set forth in this Section 8.2, and (ii) nothing herein shall relieve Parent, Merger Sub or the provisions Company from liability for its fraud or willful and material breach of this Agreement but such liability shall be subject to the Damages Cap. (b) If: (i) Parent shall have terminated this Agreement pursuant to Section 8.1(c)(i); or (ii) Parent shall have terminated this Agreement pursuant to Section 8.1(c)(iii) as a result of a willful breach of Section 8.2 and 5.2; or (iii) the Company shall have terminated this Agreement pursuant to Section 9 hereof 8.1(d)(i); or (iv) (A) either Parent or the Company shall have terminated this Agreement pursuant to Section 8.1(b)(ii) or Section 8.1(b)(iii) or Parent shall have terminated this Agreement pursuant Section 8.1(c)(ii) or Section 8.1(c)(iii), (B) prior to termination of this Agreement pursuant to Section 8.1(b)(ii), Section 8.1(b)(iii), Section 8.1(c)(ii) or Section 8.1(c)(iii), a Person shall have made an Acquisition Proposal or expressed any interest publicly or to the extent applicableCompany with respect to the making of an Acquisition Proposal, and (C) shall survive either (1) within 12 months after any such termination, the Company enters into a definitive agreement with respect to an Acquisition Proposal (whether or not such Acquisition Proposal was made prior to the termination of this Agreement) and in the case of a termination by Parent pursuant to Section 8.1(b)(ii) or Section 8.1(b)(iii), the transaction contemplated by such Acquisition Proposal (or an amended version thereof) is consummated (whether such consummation is within such 12 months or thereafter), or (2) within 12 months after any such termination, an Acquisition Proposal is consummated (whether or not such Acquisition Proposal was made prior to the termination of this Agreement); then the Company shall pay to Parent a termination fee of $4,000,000 (the “Termination Fee”), plus (to the extent not already paid pursuant to Section 8.2(c)) an amount equal to Parent’s out-of-pocket fees and expenses (including, without limitation, legal, investment banking, accounting, banking and consulting fees and expenses) incurred by Parent and Merger Sub in connection with the due diligence investigation, the Merger, this Agreement and the consummation of the Transactions contemplated hereby (subject to reasonable documentation), but not in excess of $500,000 (the “Reimbursable Expenses”) (A) concurrently with such termination in the case of a termination pursuant to Section 8.1(d)(i), (B) within one Business Days after such termination in the case of a termination pursuant to Section 8.1(c)(i) or a termination pursuant to Section 8.1(c)(iii) as a result of a willful breach of Section 5.2, (C) upon the earlier of the entry into an agreement with respect to an Acquisition Proposal or the consummation of an Acquisition Proposal in the case of a termination by the Company pursuant to Section 8.1(b)(ii) or Section 8.1(b)(iii) or a termination pursuant to Section 8.1(c)(ii) or Section 8.1(c)(iii) (not required to be paid earlier under subclause (B)), and upon consummation of an Acquisition Proposal in the case of a termination by Parent pursuant to Section 8.1(b)(ii) or Section 8.1(b)(iii). The Termination Fee and Reimbursable Expenses shall be paid by wire transfer of immediately available funds to such account as Parent may designate in writing to the Company. Each of Parent, Merger Sub and the Company agree that, in the circumstances in which the Termination Fee becomes payable, the payment of the Termination Fee and the Reimbursable Expenses in accordance with this Agreement, (iiA) constitutes liquidated damages, (B) subject to Section 8.2(a) and without limiting Section 9.9, is the sole and exclusive remedy available to Parent and Merger Sub and (C) is not a penalty, but rather a reasonable amount that will compensate Parent and Merger Sub for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby. (c) If Parent shall have terminated this Agreement pursuant Section 8.1(c)(ii) or Section 8.1(c)(iii), then the Company shall pay to Parent an amount equal to the Reimbursable Expenses as promptly as possible, but in any event within two Business Days after Parent or Merger Sub’s delivery of an invoice therefor (with reasonable documentation of such expenses). The payment of Reimbursable Expenses pursuant to this Section 8.2(c) shall not relieve the Company from any obligation to pay the applicable Termination Fee pursuant to Section 8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate In the event of the termination of this Agreement pursuant to as provided in Section 8.1 shall give 8.1, written notice of such termination thereof shall forthwith be given to the other Parties, party or parties specifying the provision hereof pursuant to which such termination is effectivemade, and this Agreement shall forthwith become null and void (except for Sections 9.3, 9.5, 9.6, 9.7, 9.8, and 9.12 which shall survive such termination) and there shall be no liability on the part of Parent, Merger Sub or the Company, except (i) as set forth in the last two sentences of Section 6.3 and in Section 8.2, and (ii) nothing herein shall relieve any party from liability for any breach of this Agreement. (b) Notwithstanding anything in If: (i) Parent shall have terminated this Agreement or otherwise pursuant to Section 8.1(c)(i); (ii) the contrary, if Company shall have terminated this Agreement pursuant to Section 8.1(d)(i); (iii) (A) this Agreement is validly terminated pursuant to Section 8.1(b)(i) or 8.1(c)(ii), (B) prior to Closing in accordance termination of this Agreement pursuant to Section 8.1(b)(i) or 8.1(c)(ii), a Person made an Acquisition Proposal or expressed any interest publicly (or such interest becomes publicly known) or to the Company with respect to the making of an Acquisition Proposal and (C) within twelve months after any such termination either (1) the Company enters into a definitive agreement with respect to any Acquisition Proposal or (2) any Acquisition Proposal is consummated (provided, that, for purposes of this Section 8.18.2(b)(iii), except such references to 15% in the event definition of fraud“Acquisition Proposal” shall be replaced with a reference to 35%); or (iv) (A) this Agreement is terminated pursuant to Section 8.1(b)(iii), (B) prior to such termination a Person made an Acquisition Proposal or expressed any interest publicly (or such interest becomes publicly known) with respect to the maximum aggregate liability making of an Acquisition Proposal and (C) within twelve months after any such termination either (1) the Company enters into a Partydefinitive agreement with respect to any Acquisition Proposal or (2) any Acquisition Proposal is consummated (provided, its Non-Recourse Parties and their respective successors and assigns that, for any and all Losses purposes of this Section 8.2(b)(iv), such reference to 15% in the definition of “Acquisition Proposal” shall be replaced with a reference to 35%); then the Company shall pay to Parent a termination fee of $100,000,000 (whether at law, the “Termination Fee”) (A) within one business day after the conditions set forth in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereofSection 8.2(b)(iii) or the transactions contemplated hereby and therebySection 8.2(b)(iv) are met, shall in no event exceed (iB) concurrently with such termination in the case of a termination pursuant to Section 8.1(d)(i) and (C) within two Business Days after such termination in all other cases. The Termination Fee shall be paid by wire transfer of immediately available funds to such account as Parent may designate in writing to the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party The Company acknowledges that the agreements provisions contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that that, without these agreementsprovisions, neither Party Parent and Merger Sub would not enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party The party desiring to terminate this Agreement pursuant to this Article IX (other than pursuant to Section 8.1 shall give 9.01) will deliver written notice of such termination to the other Parties, specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.110.07) to each other party hereto specifying with particularity the reason for such termination. If this Agreement is terminated pursuant to this Article IX, it will become void and of no further force and effect, and, subject to the provisions below, with no Liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or other Representative of such party) to any other party hereto, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) with respect to Section 7.03(b), Section 7.09, this Section 9.05, Section 9.06 and the provisions in the case Article X which by their nature should survive termination of the Companythis Agreement (and any related definitions contained in any such Sections or Article), the Company Liability Capwhich will remain in full force and effect, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights other than as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b9.06(d), nothing herein in this Agreement shall relieve limit the Liability for Damages of any party to this Agreement for fraud or release any Party from any liability to the other Party for any breach Willful Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. termination (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect toprovided, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will aggregate amount of Damages determined by a court to be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments payable pursuant to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause subsection (ii) shall relieve be reduced by the amount of any Termination Fee or release any Party from Reverse Termination Fee, as applicable, paid to the other party in accordance with Section 9.06) and (iii) nothing in this Agreement shall limit Target’s Liability for Damages for any breach of Section 7.04 prior to such termination (provided, that, the aggregate amount of Damages determined by a court to be payable pursuant to this subsection (iii) shall be reduced by the amount of any Termination Fee or noncompliance Reverse Termination Fee, as applicable, paid to the other party in accordance with any Section 9.06). For purposes of its obligations under this Agreement., “Willful

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate this Agreement pursuant to Section 8.1 ‎8.1 shall give written notice of such termination to the other Parties, specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1‎8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including xxxxxxxxx any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 ‎8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 ‎8.1 is in addition to the specific performance rights as set forth in Section 9.13‎9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1‎8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions xxxxxxxxxx of Section 8.2 ‎8.2 and Section 9 ‎9 hereof (to the extent applicable) shall survive the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b‎8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate In the event of the termination of this Agreement pursuant to as provided in Section 8.1 shall give 8.1, written notice of such termination thereof shall forthwith be given to the other Parties, party or parties specifying the provision hereof pursuant to which such termination is effective. (b) Notwithstanding anything in made, and this Agreement or otherwise to the contraryshall forthwith become null and void (except for Sections 6.2, if this Agreement is validly terminated prior to Closing in accordance with Section 8.18.2, except in the event of fraud9.3, the maximum aggregate liability of a Party9.4, its Non-Recourse Parties 9.5, 9.6, 9.7, 9.8 and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise9.12 which shall survive such termination) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any PartyParent, the Purchaser or the Company, except that (i) the provisions of Section 8.2 as set forth in Sections 6.2 and Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement8.2, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve any party from liability for any intentional breach of a representation or release any Party from any liability to the other Party warranty contained in this Agreement or for any breach of any covenant or agreement contained in this Agreement. (b) If (i) Parent shall have terminated this Agreement pursuant to Sections 8.1(c)(i)-(v); (ii) the Company shall have terminated this Agreement pursuant to Section 8.1(d)(i); or (iii) (A) either (1) either Parent or the Company shall have terminated this Agreement pursuant to Sections 8.1(b)(ii)-(iv) or (2) Parent shall have terminated this Agreement pursuant to Section 8.1(c)(vi) due to the failure of its representations, warranties, covenants or agreements the condition set forth in this Agreement or for fraudclause (g) on Annex I hereto, in each case, occurring and (B) prior to the date of such termination. (f) For the avoidance of doubt: (i) neither the Seller , an Acquisition Proposal shall have been publicly announced or communicated to the Company nor Board of Directors and not withdrawn prior to the date of such termination and within twelve (12) months of any of their Affiliates or Representatives is making such termination, the Company enters into a definitive agreement with any representations or warranties third party with respect toto an Acquisition Proposal or any such a transaction is consummated, then the Company shall pay to Parent a termination fee of $ 1,000,000 (the “Termination Fee”) (x) concurrently with such termination in the case of a termination pursuant to Section 8.1(d)(i), (y) within two business days after such termination pursuant to Section 8.1(c)(i)-(v), and does not guarantee that, (z) upon the earlier to occur of the execution of a definitive agreement and nothing herein the consummation of a transaction in accordance with a termination described in Section 8.2(b)(iii). The Termination Fee shall be construed or interpreted paid by wire transfer of immediately available funds to such account as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or Parent may designate in writing to the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate In the event of termination of this Agreement pursuant to as provided in Section 8.1 shall give 9.1, written notice of such termination thereof shall be given by the terminating Party to the other PartiesParty, specifying the provision provisions hereof pursuant to which such termination is effective. (b) Notwithstanding anything in made, and this Agreement shall forthwith become void and have no effect, without any liability or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability obligation on the part of any Party, except that and all rights and obligations of any Party shall cease; provided, however, that, notwithstanding anything in the foregoing to the contrary, (ia) the provisions of Section 8.2 7.2(b) (Access; Confidentiality), Section 7.4 (Public Announcements), this Section 9.2 (Notice of Termination; Effect of Termination), Section 9.3 (Termination Fee), Section 9.4 (Fees and Section 9 hereof Expenses) and Article 10 (to General Provisions) and the extent applicable) definitions of all defined terms appearing in such sections, shall survive the such termination of this Agreement, and (iib) subject to and without limiting Section 8.2(b)10.11, nothing herein no such termination shall relieve or release any Party from any liability to the other Party for or damages resulting from any material breach of any of its representations, warranties, such Party’s covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance termination of doubt: (i) neither the Seller or the Company nor any this Agreement that is a consequence of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect todeliberate act undertaken, or a guarantee thatdeliberate failure to act, by the Court Approval will be obtained or breaching Party with the actual knowledge that the taking of or failure to take such act would cause a material breach of any such covenant or agreement in this Agreement, in which case the non-breaching Party shall be entitled to all rights and remedies available at law or in equity. If this Agreement will is terminated as provided herein, all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be approved by withdrawn from the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties Governmental Authority or other promises or commitments Person to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreementwhich they were made.

Notice of Termination; Effect of Termination. (a) A Party The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 8.1 7.1) shall give deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.5 shall be effective immediately upon delivery of such written notice to the other Parties, specifying the provision pursuant to which such termination is effectiveparty. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in In the event of fraudtermination of this Agreement, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the maximum aggregate liability part of a Partyany Parent Entity, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at lawon the one hand, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, on the Company Liability Capother hand, (ii) in except that if there has been any Willful Breach by a party, then such party will be fully liable for any liabilities or damages suffered by the case other parties hereto as a result of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap)such Willful Breach. (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition Notwithstanding anything to the specific performance rights as set forth contrary in Section 9.13. (e7.5(b) If this Agreement is validly terminated pursuant to Section 8.1above, all further obligations in the event of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement, the Confidentiality Agreement and the provisions of Section 5.12 (ii) subject to and without limiting Section 8.2(bPublic Announcements), nothing herein shall relieve or release any Party from any liability Section 7.5 (Notice of Termination; Effect of Termination), Section 7.6 (Termination Fee; Financing Failure Fee), Section 8.2 (Notices), Section 8.5 (Entire Agreement), Section 8.6 (Parties in Interest), Section 8.7 (Governing Law), Section 8.8 (Submission to the other Party for any breach Jurisdiction), Section 8.9 (Assignment; Successors), Section 8.10 (Enforcement), Section 8.11 (Severability), Section 8.12 (Waiver of any Jury Trial), and Section 8.15 (No Presumption Against Drafting Party) of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such terminationshall survive the termination hereof. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1 shall give 8.1(d) or Section 8.1(e) and the first proviso therein is applicable, thirty (30) days after) the delivery of written notice of such termination the terminating party to the other Parties, specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything in In the event of the termination of this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing as provided in accordance with Section 8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser this Agreement shall be responsible in excess of its Purchaser’s Pro Rata Share of no further force or effect and the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this AgreementMergers shall be abandoned, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability or obligation hereunder on the part of the Company, the Representative, the Sellers, Parent, Holdco, Merger Sub or any Partyof their respective Affiliates, or any of their respective managers, directors, stockholders, members, partners, officers, employees, agents, representatives, successors or assigns, except that for and subject to the following: (i) the provisions of Section Sections 5.5(a), 5.9, 8.2 and 8.3, Article X (General Provisions) (other than Section 9 hereof (to the extent applicable10.15) and any defined terms used in such sections or Article shall survive the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for any breach of this Agreement, including a breach by a Party electing to terminate this Agreement pursuant to Section 8.1(b) caused by the action or failure to act of such Party constituting a principal cause of or resulting in the failure of the Mergers to occur on or before the Outside Date (subject to Section 8.3(b)). Following any termination of its representationsthis Agreement, warranties, covenants or agreements the Confidentiality Agreement shall survive and remain in full force and effect for the longer of (x) the remainder of the term as set forth in this the Confidentiality Agreement or for fraud, in each case, occurring prior to and (y) one (1) year following such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein . Nothing in this Article VIII shall be construed deemed to impair the right of any Party to bring any action or interpreted as actions for specific performance, injunctive and/or other equitable relief (or deemed) a representation or warranty with respect toincluding, or a guarantee thatwithout limitation, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations right of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any to compel specific performance by another Party of its obligations under this Agreement).

Notice of Termination; Effect of Termination. (a) A Party The party desiring to terminate this Agreement pursuant to Section 8.1 7.02, Section 7.03 or Section 7.04 shall give deliver written notice of such termination to the other Partiesparty hereto specifying with particularity the reason for such termination, specifying the provision pursuant to which and any such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise shall be effective immediately upon delivery of such written notice to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) other party. If this Agreement is validly terminated pursuant to Section 8.1Article VII, all it will become void and of no further obligations of the Parties under this Agreement will terminate force and there shall be effect, with no liability on the part of any Partyparty to this Agreement (or any shareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except that (i) the provisions of with respect to Section 8.2 5.06, this Section 7.05, Section 7.06 and Section 9 hereof Article VIII (to the extent applicable) and any related definitions contained in any such Sections or Article), which shall survive the termination of this Agreement, remain in full force and effect and (ii) subject with respect to and without limiting any liabilities or damages incurred or suffered by a party, to the extent such liabilities or (b) In the event that this Agreement is terminated: (i) by Buyer pursuant to Section 8.2(b7.03(a), nothing herein shall relieve or release any Party from any liability or (ii) by Buyer pursuant to the other Party for any breach of any of its representations, warranties, covenants or agreements Section 7.03(b) and all conditions to Closing set forth in this Agreement Sections 6.01 and 6.03 have been satisfied or for fraudduly waived, in each caseother than conditions which, occurring prior by their nature, are to be satisfied on the Closing Date and other than Sections 6.01 (a) and (b) to the extent such termination.actions have not yet been completed or occurred, or (fiii) For by the avoidance of doubt: Company pursuant to Section 7.04(a), or (iiv) neither the Seller by Buyer or the Company nor any pursuant to Section 7.02(a) and (A) prior to the time of their Affiliates such termination a Takeover Proposal had been publicly announced or Representatives is making any representations or warranties with respect tootherwise communicated to the Company and (B) within six (6) months of such termination, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) the Company enters into a representation or warranty binding agreement with respect to, or a guarantee thatconsummates, the Court Approval will transaction contemplated by such Takeover Proposal then the Company shall pay to Buyer an amount in cash equal to $3,000,000 (the “Termination Fee”), which shall be obtained or payable within five Business Days after such termination (except that in the Agreement will case of clause (iv) above, the payment of the Termination Fee shall be approved made upon the earlier of the consummation of such transaction and the 90th day following the entering into by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations Company of the Seller or the Company hereunder, the occurrence binding agreement described therein) by wire transfer of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreementimmediately available funds.

Notice of Termination; Effect of Termination. (a) A Party The party desiring to terminate this Agreement pursuant to this ARTICLE IX (other than pursuant to Section 8.1 9.1(a)) shall give deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination shall be effective immediately upon delivery of such written notice to the other Partiesparty (except to the extent such other party has the right under this ARTICLE IX to cure the basis for such termination). In the event of the termination of this Agreement as provided in Section 9.1, specifying this Agreement shall forthwith become void and there shall be no liability or obligation on the provision pursuant part of Parent, Merger Sub or the Company or any of their respective officers, directors, Representatives, agents or Affiliates, except with respect to this Section 9.2, the penultimate sentence of Section 7.3 and ARTICLE X hereof (and any related definitions contained in any such Sections or Article) which shall remain in full force and effect; provided, however, that the termination of this Agreement shall not relieve any party from any liability for damages to the extent such termination liabilities or damages were the result of fraud or the willful and material breach by such party of any of its representations, warranties, covenants or other agreements set forth in this Agreement. For purposes of this Agreement, “willful and material breach” means a material breach or failure to perform that is effectivea consequence of an act or omission undertaken by the breaching party with the Knowledge that the taking of, or failure to take, such an act will cause a material breach of this Agreement. (b) Notwithstanding anything in If Parent shall terminate this Agreement pursuant to Section 9.1(e) or otherwise Section 9.1(i) (or if the Company or Parent shall terminate this Agreement pursuant to Section 9.1(b) or Section 9.1(d) provided that at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 9.1(e) or Section 9.1(i), then the Company shall pay to Parent not later than two (2) Business Days following such termination, an amount in cash equal to $13,332,000 (the “Termination Fee”) with the payment of the Termination Fee being made by wire transfer of immediately available funds to such bank account as Parent may designate in writing to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) Company in connection with, relating to or arising out with the termination of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap)this Agreement. (c) Each Party If the Company shall terminate this Agreement pursuant to Section 9.1(f), then the Company shall pay to Parent prior to or concurrently with such termination, the Termination Fee, with the payment of the Termination Fee being made by wire transfer of immediately available funds to such bank account as Parent may designate in writing to the Company in connection with the termination of this Agreement. (d) If (i) the Company or Parent shall terminate this Agreement pursuant to Section 9.1(b) and provided that the Required Company Vote shall not have been obtained at the Company Shareholders Meeting (including any adjournment or postponement thereof) or (ii) the Company or Parent shall terminate this Agreement pursuant to Section 9.1(d), and in the case of clauses (i) and (ii) immediately above, (A) prior to the termination of this Agreement (in the case of a termination pursuant to Section 9.1(b)) or prior to the Company Shareholders Meeting (in the case of a termination pursuant to Section 9.1(d)), there shall have been publicly disclosed or announced (and not withdrawn) a bona fide written Acquisition Proposal, and (B) within twelve (12) months of the termination of this Agreement, the Company enters into a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal (which is subsequently consummated) or shall have consummated any Acquisition Proposal (which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination of this Agreement), then, on and subject in all respects to the consummation of such Acquisition Proposal, the Company shall pay the Termination Fee to Parent (by wire transfer of immediately available funds), immediately following consummation of such Acquisition Proposal. For purposes of this Section 9.2(d), notwithstanding anything in this Agreement that may be deemed to the contrary, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 10.13, except that the references to “more than 15%” in the definition of “Acquisition Proposal” shall be deemed to be references to “a majority” instead. (e) The Company acknowledges that the agreements contained in this Section 8.2 9.2 are an integral part of the transactions contemplated by this AgreementAgreement and are not a penalty, and that that, without these agreements, neither Party Parent and Merger Sub would not enter into this Agreement. (df) Each Party’s right of termination under Section 8.1 is The parties agree and understand that, notwithstanding anything in addition this Agreement that may be deemed to the specific performance rights as set forth contrary, in Section 9.13. (e) If this Agreement is validly terminated pursuant no event shall the Company be required to Section 8.1pay the Termination Fee on more than one occasion. Parent and Merger Sub agree that, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of upon any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) shall survive the termination of this AgreementAgreement under circumstances where the Termination Fee is payable by the Company pursuant to this Section and such Termination Fee is paid in full, such payment shall be the sole and (ii) subject to exclusive remedy of Parent and without limiting Section 8.2(b)its Affiliates against the Company and its Subsidiaries and their respective former, nothing herein shall relieve current or release any Party from any liability to future officers, directors, partners, shareholders, managers, members, employees, Affiliates and Representatives and none of the other Party for any breach of Company, any of its representationsSubsidiaries or any of their respective former, warrantiescurrent or future officers, covenants directors, partners, shareholders, managers, members, employees, Affiliates or agreements set forth in Representatives shall have any further liability or obligation relating to or arising out of this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate this Agreement pursuant to Section 8.1 shall give written notice of such termination to the other Parties, specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in In the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out termination of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1shall immediately become void and have no force or effect, all further obligations of the Parties under this Agreement will terminate and there shall be no without any liability or obligation on the part of Bixxxx, Merger Sub or Rook or any Partyof their respective Representatives or Affiliates, except provided, however, that notwithstanding the foregoing: (ia) the Confidentiality Agreement and the provisions of the second sentence of Section 5.5(a) (Access to Information; Confidentiality), the second sentence of Section 5.5(b) (Access to Information; Confidentiality), this Section 7.2, Section 7.3 (Fees and Expenses), Section 8.2 (Notices), the applicable provisions of Section 8.3 (Certain Definitions), Section 8.4 (Interpretation), Section 8.5 (Entire Agreement), Section 8.6 (No Third Party Beneficiaries), Section 8.7 (Governing Law), Section 8.8 (Submission to Jurisdiction), Section 8.9 (Assignment; Successors), Section 8.10 (Specific Performance), Section 8.11 (Currency), Section 8.12 (Severability), Section 8.13 (Waiver of Jury Trial) and Section 9 hereof 8.16 (to the extent applicableNo Presumption Against Drafting Party) shall survive the termination of this Agreement, and hereof; and (iib) subject to and without limiting Section 8.2(b), nothing herein no such termination shall relieve or release any Party party from any liability to the other Party for damages resulting from any knowing and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For termination or from amounts payable pursuant to Section 7.3, in which case the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein non-breaching party shall be construed entitled to all rights and remedies available at Law or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreementequity.

Notice of Termination; Effect of Termination. (a) A Party The party desiring to terminate this Agreement pursuant to this Article VIII (other than pursuant to Section 8.1 8.01) shall give deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 8.05 shall be effective immediately upon delivery of such written notice to the other Parties, specifying the provision pursuant to which such termination is effectiveparty. (b) Notwithstanding anything in Any termination of this Agreement or otherwise by Parent pursuant to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, Article VIII shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap)also constitute an effective termination by Merger Sub. (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated for any reason pursuant to Section 8.1this Article VIII, (i) the Offer shall, unless it has already been terminated or has expired in accordance with its terms, be terminated immediately, no shares tendered pursuant to the Offer shall be accepted for payment or paid for pursuant to the Offer and the parties shall promptly take all further obligations of the Parties under necessary and appropriate action to effect and make appropriate disclosures regarding such termination and (ii) this Agreement will terminate shall become void and there shall be of no further force and effect, with no liability on the part of any Partyparty to this Agreement (or any shareholder, director, officer, employee, agent, legal or financial advisor or other Representative or Affiliate of such party) to any other party hereto, except that (iA) the provisions of with respect to Section 8.2 1.01(g), Section 6.03(b), this Section 8.05, Section 8.06 and Section 9 hereof Article IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (B) with respect to any liabilities or damages incurred or suffered by a party, to the extent applicable) shall survive such liabilities or damages were the termination result of a knowing breach by another party of this Agreement, and (ii) subject Agreement or fraud. A “knowing” breach will be deemed to and without limiting Section 8.2(b)have occurred if the other party took or failed to take action with actual knowledge that the action so taken or omitted to be taken constituted a breach of this Agreement applicable to such party. For the avoidance of doubt with regard to the foregoing, nothing herein shall relieve be deemed to abrogate or release diminish in any Party from any liability to way the other Party for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations rights of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers parties hereto pursuant to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this AgreementSection 9.13 hereof.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate this Agreement pursuant to terminating party shall provide written notice, given in accordance with Section 8.1 shall give written notice 11.02, of such termination to the other Partiesparty specifying with particularity the reason for such termination, specifying the provision pursuant to subsection of Section 10.01 under which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly being terminated prior and the effective date of the proposed termination, which shall not be earlier than (i) except as provided in clause (iii) hereof, the date such notice is deemed to Closing have been given in accordance with Section 8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap11.02, (ii) in the case of any termination pursuant to Section 10.01(b)(ii) for any breach that can be cured within the Sellerperiod specified in clause (B) thereof, the Seller Liability Caplast day of such period, or and (iii) in the case of the Purchasersany termination pursuant to Section 10.01(b)(iii), the Purchaser Liability Cap Termination Date. (provided that no Purchaser b) In the event of the termination of this Agreement by any party in accordance with this Article X, this Agreement shall, upon the effective date of such termination in accordance with Section 10.02(a), become void and there shall be responsible no Liability on the part of any party hereto except as set forth in excess of its Purchaser’s Pro Rata Share of the Purchaser this Section 10.02, Section 7.06, Section 10.03 (if applicable) and Article XI hereof; provided, however, that nothing herein shall relieve any party hereto from Liability Cap)for Fraud. (c) Each Party acknowledges that Except to the agreements contained extent otherwise expressly provided in this Section 8.2 are an integral part of 10.03(c), in the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right event of termination under Section 8.1 is of this Agreement by a party due to the breach by the other party, in addition to the specific performance rights as set forth in Section 9.13. (e) If any other liabilities pursuant to this Agreement is validly terminated pursuant to Section 8.1and under applicable Law, all further obligations of any party committing the Parties under this Agreement breach will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party from any liability liable to the other Party for any breach party with respect to all costs and expenses, including fees and disbursements of any of its representationscounsel, warrantiesfinancial advisors and accountants, covenants or agreements set forth incurred by the other party in connection with this Agreement or for fraud, in each case, occurring prior to such terminationand the Transactions. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate In the event of the termination of this Agreement pursuant to as provided in Section 8.1 shall give 8.1, written notice of such termination thereof shall forthwith be given to the other Parties, party or parties specifying the provision hereof pursuant to which such termination is effectivemade, and this Agreement shall forthwith become null and void (except for Sections 9.3, 9.5, 9.6, 9.7, 9.8, 9.9 and 9.13 which shall survive such termination) and there shall be no liability on the part of Parent, Merger Sub or the Company, except (i) as set forth in Sections 6.3 and 8.2, and (ii) nothing herein shall relieve any party from liability for any breach of this Agreement. (b) Notwithstanding anything in If: (i) Parent shall have terminated this Agreement pursuant to Section 8.1(c)(i) or otherwise (c)(iii); (ii) the Company shall have terminated this Agreement pursuant to the contrary, if Section 8.1(d)(i); or (iii) (A) this Agreement is validly terminated pursuant to Section 8.1(b)(i), 8.1(b)(iii) or 8.1(c)(ii), (B) prior to Closing in accordance with termination of this Agreement pursuant to Section 8.18.1(b)(i), except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof8.1(b)(iii) or 8.1(c)(ii), a Person made an Acquisition Proposal or expressed any interest publicly or to the transactions contemplated hereby Company with respect to the making of an Acquisition Proposal and thereby(C) within six months after any such termination either (1) the Company enters into an agreement with respect to any Acquisition Proposal or (2) any Acquisition Proposal is consummated; then the Company shall pay to Parent a termination fee of $7,000,000 (the "Termination Fee"), shall (A) within one business day after the conditions set forth in no event exceed Section 8.2(b)(iii) are met, (iB) concurrently with such termination in the case of a termination pursuant to Section 8.1(d)(i) and (C) within two Business Days after such termination in all other cases. The Termination Fee shall be paid by wire transfer of immediately available funds to such account as Parent may designate in writing to the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party The Company acknowledges that the agreements provisions contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that that, without these agreementsprovisions, neither Party Parent and Merger Sub would not enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate In the event of the termination of this Agreement pursuant to as provided in Section 8.1 shall give 8.1, written notice of such termination thereof shall forthwith be given to the other Parties, party or parties specifying the provision of this Agreement pursuant to which such termination is effectivemade, and this Agreement shall forthwith become null and void (except for the second sentence of Section 6.2, and for Sections 9.2, 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.11, 9.13, 9.15 and this Section 8.2, which shall survive such termination) and there shall be no liability on the part of Parent, Purchaser or the Company, except (i) as set forth in Section 6.2 and this Section 8.2, (ii) nothing herein shall relieve any party from liability for damages incurred or suffered by the other party as a result of fraud or any breach of this Agreement that is willful or intentional, and (iii) claims for a breach of Section 4.7 shall survive termination of this Agreement. (b) If: (i) Parent shall have terminated this Agreement pursuant to Section 8.1(c)(i) or Section 8.1(c)(iv); (ii) the Company shall have terminated this Agreement pursuant to Section 8.1(d)(i); or (iii) (A) either (w) Parent or the Company shall have terminated this Agreement pursuant to Section 8.1(b)(ii), (x) Parent shall have terminated this Agreement pursuant to Section 8.1(c)(ii), (y) Parent shall have terminated this Agreement pursuant to Section 8.1(c)(iii) due to a failure to satisfy the Minimum Condition or pursuant to Section 8.1(c)(v) or (z) the Company shall have terminated this Agreement pursuant to Section 8.1(d)(iii), (B) prior to termination of this Agreement pursuant to Section 8.1(b)(ii), 8.1(c)(ii), 8.1(c)(iii), 8.1(c)(v) or 8.1(d)(iii), a Person shall have made or publicly announced a Company Acquisition Proposal that was not bona fide and irrevocably withdrawn at the time of termination and (C) within twelve (12) months after any such termination either (1) the Company enters into an agreement with respect to a Company Acquisition Proposal or (2) a Company Acquisition Proposal is consummated; provided, that for the purpose of this Section 8.2(b)(iii), all references in the definition of "Company Acquisition Proposal" to "20%" shall instead be deemed to refer to "50%"; then the Company shall pay to Parent the Termination Fee (A) concurrently with such termination in the case of a termination pursuant to Section 8.1(d)(i), (B) within five (5) Business Days after such termination in the case of a termination pursuant to Section 8.1(c)(i) or Section 8.1(c)(iv) and (C) upon the earlier of the entry into an agreement with respect to a Company Acquisition Proposal or the consummation of a Company Acquisition Proposal in the case of a termination pursuant to Section 8.1(b)(ii), 8.1(c)(ii), 8.1(c)(iii), 8.1(c)(v) or 8.1(d)(iii). The Termination Fee shall be paid by wire transfer of immediately available funds to such account as Parent may designate in writing to the Company. In the event this Agreement is terminated either (x) pursuant to Section 8.1(b)(ii), 8.1(c)(iii), 8.1(c)(v), or 8.1(d)(iii) at a time when all of the conditions to the Offer set forth on Annex I other than the Minimum Condition (and those conditions which by their nature can only be satisfied at the Acceptance Time such as condition (ii)(e)) are satisfied, or (y) pursuant to 8.1(c)(ii), the Company shall pay Parent or its designees by wire transfer, as promptly as practicable (but in any event within two (2) Business Days) reasonable, documented out-of-pocket expenses and fees incurred by Parent or Purchaser in connection with the Transactions up to a maximum of $10 million (the “Expense Reimbursement”), which shall be credited against the Termination Fee to the extent the Termination Fee is ultimately payable by the Company. Notwithstanding anything to the contrary in this Agreement or otherwise (including in Section 9.9) other than the proviso to this sentence, the contrary, if parties agree that the payment of the Termination Fee and the Expense Reimbursement shall be the sole and exclusive remedy available to Parent and Purchaser with respect to this Agreement is validly terminated prior and the Transactions in the event the Termination Fee or Expense Reimbursement becomes due and payable under the terms of this Agreement, and, upon payment of the Termination Fee, the Company shall have no further liability to Closing in accordance with Section 8.1, except Parent and Purchaser hereunder; provided that the foregoing limitation shall not apply in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort liabilities or otherwise) in connection with, relating to damages incurred or arising out of the Transaction Documents (including any breach suffered by Parent or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) Purchaser in the case of a breach of this Agreement involving fraud or willful or intentional misconduct. (iv) As used in this Agreement, “Termination Fee“ means $40 million; provided, however, if the CompanyTermination Fee is payable with respect to a termination arising out of an Intervening Event, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser Termination Fee shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap)one and one-half times (1.5x) such amount. (c) Each Party acknowledges If: (A) either (x) Parent or the Company shall have terminated this Agreement pursuant to Section 8.1(b)(i) in connection with Antitrust Law or pursuant to Section 8.1(b)(ii), (y) Parent shall have terminated this Agreement pursuant to Section 8.1(c)(iii) or (z) the Company shall have terminated this Agreement pursuant to Section 8.1(d)(iii); (B) at the time of such termination, all of the conditions to the Offer set forth on Annex I other than (ii)(f)(i) shall have been satisfied; and (C) the failure of condition (ii)(f)(i) of Annex I is due to the election of Parent pursuant to Section 6.6(d)(iii) not to take a Divestiture Action with respect to any asset or business other than its legal publication assets or businesses, then Parent shall pay the Company a fee equal to the Termination Fee (the “Reverse Termination Fee”): (A) concurrently with such termination in the case of a termination by Parent or (B) within five (5) Business Days after such termination in the case of a termination by the Company. The Reverse Termination Fee shall be paid by wire transfer of immediately available funds to such account as the Company may designate in writing to Parent. Notwithstanding anything to the contrary in this Agreement (including in Section 9.9), the parties agree that the payment of the Reverse Termination Fee shall be the sole and exclusive remedy available to the Company with respect to this Agreement and the Transactions in the event the Reverse Termination Fee becomes due and payable under the terms of this Agreement, and, upon payment of the Reverse Termination Fee, Parent and Purchaser shall have no further liability to the Company hereunder. (d) The parties acknowledge and agree that (i) the agreements contained in this Section 8.2 are an integral part of the transactions contemplated Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Termination Fee or Expense Reimbursement is payable by the Company or the Reverse Termination Fee is payable by Parent, are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 8.2(b) and 8.2(c) are not a penalty, but rather are liquidated damages in a reasonable amount that will compensate the recipient for the efforts and resources expended and opportunities foregone while negotiating this AgreementAgreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, and that (iii) without these agreements, neither Party the parties would not enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate In the event of the termination of this Agreement pursuant to as provided in Section 8.1 shall give 8.1, written notice of such termination thereof shall forthwith be given to the other Parties, party or parties specifying the provision of this Agreement pursuant to which such termination is effective. (b) Notwithstanding anything in made, and this Agreement or otherwise to shall forthwith become null and void (except for the contrarylast two sentences of Section 6.2, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1and for Sections 9.3, except in the event of fraud9.5, the maximum aggregate liability of a Party9.6, its Non-Recourse Parties 9.7, 9.8, 9.9, 9.11, 9.13, 9.14 and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement8.2, and that without these agreements, neither Party would enter into this Agreement. (dwhich shall survive such termination) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any PartyParent, the Purchaser or the Company, except that (i) the provisions of as set forth in Section 8.2 6.2 and this Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement8.2, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party party from any liability to the other Party for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such terminationAgreement. (fb) For the avoidance of doubt: If: (i) neither Parent shall have terminated this Agreement pursuant to Section 8.1(c)(i) or 8.1(c)(iii); (ii) the Seller Company shall have terminated this Agreement pursuant to Section 8.1(d)(i); or (iii) (A) either Parent or the Company nor shall have terminated this Agreement pursuant to Section 8.1(b)(ii), 8.1(b)(iii), or 8.1(c)(ii), (B) prior to termination of this Agreement pursuant to Section 8.1(b)(ii), 8.1(b)(iii), or 8.1(c)(ii), a Person shall have made an Acquisition Proposal or expressed any of their Affiliates or Representatives is making any representations or warranties interest publicly with respect toto the making of an Acquisition Proposal and (C) within twelve months after any such termination either (1) the Company enters into an agreement with respect to an Acquisition Proposal or (2) an Acquisition Proposal is consummated; then the Company shall pay to Parent a termination fee of $20.5 million (the “Termination Fee”), plus an amount equal to Parent’s actual documented out-of-pocket fees and expenses not to exceed $2 million (including, without limitation, reasonable legal, investment banking, accounting, banking and consulting fees and expenses) incurred by Parent and Purchaser in connection with the due diligence investigation, the Offer, the Merger, this Agreement and the consummation of the Transactions contemplated hereby (the “Reimbursable Expenses”), with the Termination Fee paid (A) concurrently with such termination in the case of a termination pursuant to Section 8.1(d)(i), (B) within one Business Days after such termination in the case of a termination pursuant to Section 8.1(c)(i) or 8.1(c)(iii) and (C) upon the earlier of the entry into an agreement with respect to an Acquisition Proposal or the consummation of an Acquisition Proposal in the case of a termination pursuant to Section 8.1(b)(ii), 8.1(b)(iii), or 8.1(c)(ii), and does not guarantee that, the Reimbursable Expenses paid promptly after receipt of documentation of such expenses from Parent. The Termination Fee and nothing herein Reimbursable Expenses shall be construed or interpreted paid by wire transfer of immediately available funds to such account as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or Parent may designate in writing to the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate The party terminating this Agreement pursuant to this Article VII (other than pursuant to Section 8.1 7.01) shall give deliver prompt Table of Contents written notice of such termination to each other party hereto specifying with particularity the other Parties, specifying reason for such termination and the provision of this Article VII pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1being terminated, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser such termination shall be responsible in excess effective immediately upon delivery of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition such written notice to the specific performance rights as set forth in Section 9.13. other party (e) except to the extent such other party has the right under this Article VII to cure the basis for such termination). If this Agreement is validly terminated pursuant to Section 8.1this Article VII, all it will become void and of no further obligations of the Parties under force and effect, with no liability pursuant to this Agreement will terminate and there shall be no liability on the part of any Partyparty to this Agreement (or any shareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except that (i) Section 5.02(b), this Section 7.05, Section 7.06, and Article VIII (other than Section 8.13) and the provisions indemnification and reimbursement obligations of Parent pursuant to the last two sentences of Section 8.2 5.14(d) (and Section 9 hereof (to the extent applicableany related definitions contained in any such Sections or Articles) shall survive the termination of this Agreement, remain in full force and effect and (ii) subject to and without limiting Section 8.2(b7.06(g), nothing herein shall relieve or release any Party the Company from any liability liabilities or damages incurred or suffered by Parent or Merger Sub to the other Party for any extent such liabilities or damages were the result of the willful and material breach of any of its the Company’s representations, warranties, covenants or other agreements set forth in this Agreement Agreement. For purposes of this Agreement, “willful and material breach” means a material breach or for fraud, in each case, occurring prior failure to such termination. (f) For perform that is a consequence of an act or omission undertaken by the avoidance of doubt: (i) neither breaching party with the Seller or Knowledge that the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect totaking of, or failure to take, such an act will cause a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations material breach of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate Any proper and valid termination of this Agreement pursuant to Section 8.1 shall give be effective immediately upon the delivery of written notice of such termination by the terminating party to the other Partiesparty or parties hereto, as applicable, specifying the provision or provisions pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in being effected. In the event of fraud, the maximum aggregate liability termination of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate shall be of no further force or effect and there shall be no liability on the part of any Partyparty or parties hereto (or any director, officer, employee, Affiliate, agent or other Representative of such party or parties) to the other party or parties hereto, as applicable, except that (ia) for the provisions terms of Section 8.2 6.4, this Section 8.2, Section 8.3 and Section 9 hereof (to Article IX and the extent applicable) terms of the Confidentiality Agreement, each of which shall survive the termination of this Agreement, and (iib) subject to and without limiting that, except as set forth in Section 8.2(b8.3(d), nothing herein shall relieve any party or release any Party parties hereto from any liability to the other Party for or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring that occurs prior to such termination. termination (f) For which liability or damages the avoidance parties acknowledge and agree shall not be limited to reimbursement of doubt: (i) neither out-of-pocket fees, costs or expenses incurred in connection with the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect totransactions contemplated hereby, and does not guarantee thatmay include, to the extent proven and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved awarded by the Seller’s or court, damages based on loss of the economic benefit of the transactions contemplated by this Agreement to the Company’s bondholders or shareholders and any deemed representationsstockholders, warranties or other promises or commitments to it being acknowledged that the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations stockholders of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle have the Purchasers right to assert directly any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve claim against Parent or release any Party from any breach Merger Sub or noncompliance with any of its obligations under otherwise enforce this Agreement).

Notice of Termination; Effect of Termination. (a) A Party desiring If the Company or the Buyer wishes to terminate this Agreement and abandon the Transaction pursuant to Section 8.1 6.1, then such Party shall give deliver to the Buyer or the Company, respectively, a prior written notice stating that such Party is terminating this Agreement and setting forth a brief description of the basis on which such Party is so terminating this Agreement. Subject to the terms of Section 6.1, any such termination of obligations under Section 6.1 above will be effective immediately upon the delivery of such valid written notice of the terminating Party to such other Party. In the event of the termination of this Agreement in accordance with Section 6.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Buyer or the Company or their respective employees, officers, directors, equityholders or Affiliates; provided that the provisions of this Section 6.2 and ARTICLE VII (other than Section 7.11, Section 7.16, Section 7.23 and Section 7.25; provided, however, that in the circumstances in which the Buyer Termination Fee is payable under the terms of this Agreement, Section 7.23 shall survive until the Company’s receipt of the Buyer Termination Fee) shall remain in full force and effect and survive any termination of this Agreement pursuant to the other Partiesterms of this ARTICLE VI; provided, specifying the provision pursuant further, that nothing herein shall relieve any Party from liability for any fraud or willful and intentional breach of this Agreement by such Party prior to which such termination is effectivetermination. (b) Notwithstanding anything in If Buyer or the Company terminates this Agreement or otherwise pursuant to the contrary, if this Agreement is validly terminated prior to Closing in accordance with (i) Section 8.1, except 6.1(b) solely in the event that an Order results in a permanent Restraint pursuant to an Antitrust Law, and no breach by the Company of fraudits obligations under this Agreement was the principal cause of the imposition of such Order, or (ii) Section 6.1(c) and, at the maximum aggregate liability time of such termination pursuant to this clause (ii), one or more of the conditions set forth in Section 5.1(a) (to the extent any such Restraint is in respect of, or any such Law is, an Antitrust Law) or Section 5.1(b), have not been satisfied or waived, and, in each case of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating termination pursuant to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed clause (i) in the case of the Company, the Company Liability Cap, or (ii) in above, (A) at the case time of such termination all of the Sellerother conditions set forth in Section 5.1, Section 5.2 and Section 5.3 have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Seller Liability CapClosing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (B) no breach by the Company of its obligations under this Agreement was the principal cause of the failure to be satisfied of the applicable condition, then, within three (3) Business Days after such termination, Buyer shall pay, or cause to be paid, to the Company an amount equal to $150,000,000 in cash (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap“Buyer Termination Fee”). (c) In the event any amount is payable by Buyer pursuant to Section 6.2(b), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by the Company prior thereto. Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer be obligated to pay the Buyer Termination Fee on more than one occasion. (d) Each Party acknowledges that the agreements contained in this Section 8.2 6.2 are an integral part of the transactions contemplated by this AgreementAgreement and that, and that without these agreements, neither Party the Parties would not enter into this Agreement. (d) . Each Party’s right Party further acknowledges that the Buyer Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Company in the circumstances in which the Buyer Termination Fee is payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of termination under Section 8.1 is in addition the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the specific performance rights as set forth contrary in Section 9.13. (e) If this Agreement is validly terminated Agreement, upon the Company’s receipt of the full Buyer Termination Fee pursuant to this Section 8.16.2 in circumstances in which the Buyer Termination Fee is payable, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) none of Buyer, any subsidiary or Affiliate of Buyer or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates or agents (collectively, the provisions of Section 8.2 and Section 9 hereof (to the extent applicable“Buyer Related Parties”) shall survive have any further liability or obligation relating to or arising out of this Agreement or the termination of transactions contemplated by this Agreement, and (ii) subject in such circumstances, such payment of the Buyer Termination Fee shall be the sole and exclusive remedy under this Agreement of the Company, any subsidiary or Affiliate of the Company and any of their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates, agents or other representatives and any other Persons, which shall have no right, and hereby irrevocably waive any such right, to and without limiting Section 8.2(b), nothing herein shall relieve make or release assert any Party from claim against any liability to Person (including the other Party Buyer Related Parties) for any breach Losses suffered or incurred arising out of or in connection with this Agreement, the termination of this Agreement, the termination or abandonment of any of its representations, warranties, covenants or agreements set forth in the transactions contemplated by this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments circumstance giving rise to the contrary are hereby expressly disclaimed; and (ii) without derogating from termination of this Agreement in which the obligations Buyer Termination Fee is payable under the terms of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring If the Seller Representative or Buyer wishes to terminate this Agreement pursuant to Section 8.1 12.1, then such Party shall give deliver to the other Party a written notice stating that such Party is terminating this Agreement and setting forth a brief description of the basis on which such Party is terminating this Agreement. Any valid termination of this Agreement under Section 12.1 above will be effective immediately upon the delivery of a valid written notice of such termination the terminating Party to the other Parties, specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in Party. In the event of fraudthe valid termination of this Agreement as provided in Section 12.1, the maximum aggregate liability this Agreement shall be of a Partyno further force or effect, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed except (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement12.2 and Sections 7.2(a), 7.4 and 16, and that without these agreements, neither Party would enter into this Agreement. (d) Each the Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated respective obligations pursuant to Section 8.1thereto, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for any breach Willful Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. . The Parties agree that if (fx) For Buyer does not consummate the avoidance transactions contemplated by this Agreement in circumstances in which all of doubt: the closing conditions set forth in Sections 8 and 9 have been satisfied or waived (iother than those conditions that, by their terms, are to be satisfied at the Closing), such failure or refusal to close shall be deemed to be a Willful Breach of this Agreement by Buyer, in which case and notwithstanding anything to the contrary in this Agreement, the Sellers and the Company shall be entitled to all remedies available at law or in equity, and if (y) neither any Seller, the Seller Representative, Blocker or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee consummate the transactions contemplated by this Agreement in circumstances in which all of the closing conditions set forth in Sections 8 and 10 have been satisfied or waived (other than those conditions that, and nothing herein by their terms, are to be satisfied at the Closing), such failure or refusal to close shall be construed or interpreted as (or deemed) deemed to be a representation or warranty with respect toWillful Breach of this Agreement by such Party, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders in which case and any deemed representations, warranties or other promises or commitments notwithstanding anything to the contrary are hereby expressly disclaimed; in this Agreement, the Buyer shall be entitled to all remedies available at law or in equity. In determining Losses or damages recoverable upon termination of this Agreement by a Party for another Party’s breach, the Parties acknowledge and (ii) without derogating from agree that such Losses and damages shall not be limited to reimbursement of expenses or out-of-pocket costs, and shall include the obligations benefit of the Seller or bargain lost by such Party, taking into consideration all relevant matters (including other opportunities and the Company hereundertime value of money), the occurrence which shall be deemed to be damages of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreementsuch Party.

Notice of Termination; Effect of Termination. (a) A Party ). The party desiring to terminate this Agreement pursuant to this Article VIII (other than pursuant to Section 8.1 8.1) shall give deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 8.5 shall be effective immediately upon delivery of such written notice to the other Parties, specifying the provision party or at such date as specified in such termination notice. If this Agreement is terminated pursuant to which Article VIII, this Agreement shall be of no further force or effect without liability of any party (or any Representative of such termination is effective. (bparty) Notwithstanding anything to each other party hereto; provided, however, that the provisions of this Section 8.5, Section 6.9, Section 8.6, Article IX and the applicable definitions in Exhibit A or elsewhere in this Agreement shall survive any termination hereof pursuant to this Article VIII. Notwithstanding the foregoing or otherwise any other provision of this Agreement to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1none of Parent, except in Merger Sub or the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for Company shall be relieved or released from any and all Losses (whether at law, in equity, in contract, in tort liabilities or otherwise) in connection with, relating to or damages arising out of its knowing or intentional material breach of any provision of this Agreement or any other agreement delivered in connection herewith or any fraud; provided, however, that the Transaction Documents failure of any party to consummate the Merger by the time specified in Section 1.1 (including any b) after all conditions (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) have been satisfied or waived shall constitute an intentional material breach or nonperformance thereof) or the transactions contemplated hereby by such party, and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser such party shall be responsible in excess liable to the other parties for such breach as provided herein notwithstanding any termination of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) . The Confidentiality Agreements shall survive the termination of this Agreement, Agreement and (ii) subject to shall remain in full force and without limiting Section 8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for any breach of any of effect in accordance with its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such terminationterms. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party The party desiring to terminate this Agreement pursuant to Section 8.1 7.02, Section 7.03 or Section 7.04 shall give deliver written notice of such termination to the other Partiesparty hereto specifying with particularity the reason for such termination, specifying the provision pursuant to which and any such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise shall be effective immediately upon delivery of such written notice to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in the event of fraud, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) other party. If this Agreement is validly terminated pursuant to Section 8.1Article VII, all it will become void and of no further obligations of the Parties under this Agreement will terminate force and there shall be effect, with no liability on the part of any Partyparty to this Agreement (or any shareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except that (i) the provisions of with respect to Section 8.2 5.06, this Section 7.05, Section 7.06 and Section 9 hereof Article VIII (to the extent applicable) and any related definitions contained in any such Sections or Article), which shall survive the termination of this Agreement, remain in full force and effect and (ii) subject with respect to and without limiting any liabilities or damages incurred or suffered by a party, to the extent such (b) In the event that this Agreement is terminated: (i) by Buyer pursuant to Section 8.2(b7.03(a), nothing herein shall relieve or release any Party from any liability or (ii) by Buyer pursuant to the other Party for any breach of any of its representations, warranties, covenants or agreements Section 7.03(b) and all conditions to Closing set forth in this Agreement Sections 6.01 and 6.03 have been satisfied or for fraudduly waived, in each caseother than conditions which, occurring prior by their nature, are to be satisfied on the Closing Date and other than Sections 6.01 (a) and (b) to the extent such termination.actions have not yet been completed or occurred, or (fiii) For by the avoidance of doubt: Company pursuant to Section 7.04(a), or (iiv) neither the Seller by Buyer or the Company nor any pursuant to Section 7.02(a) and (A) prior to the time of their Affiliates such termination a Takeover Proposal had been publicly announced or Representatives is making any representations or warranties with respect tootherwise communicated to the Company and (B) within six (6) months of such termination, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) the Company enters into a representation or warranty binding agreement with respect to, or a guarantee thatconsummates, the Court Approval will transaction contemplated by such Takeover Proposal then the Company shall pay to Buyer an amount in cash equal to $3,000,000 (the “Termination Fee”), which shall be obtained or payable within five Business Days after such termination (except that in the Agreement will case of clause (iv) above, the payment of the Termination Fee shall be approved made upon the earlier of the consummation of such transaction and the 90th day following the entering into by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations Company of the Seller or the Company hereunder, the occurrence binding agreement described therein) by wire transfer of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreementimmediately available funds.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate In the event of the termination of this Agreement pursuant to as provided in Section 8.1 shall give 8.1, written notice of such termination thereof shall forthwith be given to the other Parties, party or parties specifying the provision of this Agreement pursuant to which such termination is effective. (b) Notwithstanding anything in made, and this Agreement or otherwise to shall forthwith become null and void (except for the contrarylast two sentences of Section 6.2, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1and for Sections 9.3, except in the event of fraud9.5, the maximum aggregate liability of a Party9.6, its Non-Recourse Parties 9.7, 9.8, 9.9, 9.11, 9.13, 9.14 and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement8.2, and that without these agreements, neither Party would enter into this Agreement. (dwhich shall survive such termination) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any PartyParent, the Purchaser or the Company, except that (i) the provisions of as set forth in Section 8.2 6.2 and this Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement8.2, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party party from any liability to the other Party for any breach of this Agreement. (b) If: (i) Parent shall have terminated this Agreement pursuant to Section 8.1(c)(i) or 8.1(c)(iii); (ii) the Company shall have terminated this Agreement pursuant to Section 8.1(d)(i); or (iii) (A) either Parent or the Company shall have terminated this Agreement pursuant to Section 8.1(b)(ii), 8.1(b)(iii), or 8.1(c)(ii), (B) prior to termination of this Agreement pursuant to Section 8.1(b)(ii), 8.1(b)(iii), or 8.1(c)(ii), a Person shall have made an Acquisition Proposal (but substituting 35% for 20% and “Wheeling-Pittsburgh Corporation or Esmark Steel Service Group, Inc.” for “any of its representationsSubsidiaries” in the definition thereof) or expressed any interest publicly, warrantieswhich is not subsequently publicly withdrawn, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; making of an Acquisition Proposal (but substituting 35% for 20% and (ii) without derogating from the obligations of the Seller “Wheeling-Pittsburgh Corporation or the Company hereunderEsmark Steel Service Group, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with Inc.” for “any of its obligations under Subsidiaries” in the definition thereof) and (C) within twelve months after any such termination either (1) the Company enters into an agreement with respect to an Acquisition Proposal (but substituting 35% for 20% and “Wheeling-Pittsburgh Corporation or Esmark Steel Service Group, Inc.” for “any of its Subsidiaries” in the definition thereof) which is consummated or (2) an Acquisition Proposal (but substituting 35% for 20% and “Wheeling-Pittsburgh Corporation or Esmark Steel Service Group, Inc.” for “any of its Subsidiaries” in the definition thereof) is consummated; then the Company shall pay to Parent a termination fee of $24.5 million (the “Termination Fee”), plus an amount equal to Parent’s actual documented out-of-pocket fees and expenses not to exceed $2 million (including, without limitation, reasonable legal, investment banking, accounting, banking and consulting fees and expenses) incurred by Parent and Purchaser in connection with the due diligence investigation, the Offer, the Merger, this AgreementAgreement and the consummation of the Transactions contemplated hereby (the “Reimbursable Expenses”), with the Termination Fee paid (A) concurrently with such termination in the case of a termination pursuant to Section 8.1(d)(i), (B) within one Business Day after such termination in the case of a termination pursuant to Section 8.1(c)(i) or 8.1(c)(iii) and (C) upon the earlier of the entry into an agreement with respect to an Acquisition Proposal (but substituting 35% for 20% and “Wheeling-Pittsburgh Corporation or Esmark Steel Service Group, Inc.” for “any of its Subsidiaries” in the definition thereof) or the consummation of an Acquisition Proposal (but substituting 35% for 20% and “Wheeling-Pittsburgh Corporation or Esmark Steel Service Group, Inc.” for “any of its Subsidiaries” in the definition thereof) in the case of a termination pursuant to Section 8.1(b)(ii), 8.1(b)(iii), or 8.1(c)(ii), and the Reimbursable Expenses paid promptly after receipt of documentation of such expenses from Parent. The Termination Fee and Reimbursable Expenses shall be paid by wire transfer of immediately available funds to such account as Parent may designate in writing to the Company.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate If Buyer or the Sellers’ Representative terminates this Agreement pursuant to Section 8.1 shall give this Article 8, then: (a) written notice of such termination thereof will promptly be given to the other PartiesParty(ies), specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything the Transaction will be terminated, (c) the Parties will cooperate to withdraw, to the extent practicable, all filings, applications, and other submissions made pursuant to this Agreement from the Governmental Authority, agency or other Person to which made, and (d) this Agreement will be void and of no further force or effect, other than the provisions of this Article 8, Article 9, Article 10 (other than Sections 10.5 and 10.6 thereof), and Exhibit A, each of which, along with the Confidentiality Agreement, will survive any such termination and remain in full force and effect. Nothing in this Article 8 will be deemed (a) to release any Party from any liability for any material breach by such Party of this Agreement or otherwise fraudulent acts by such Party, the remedies for which will not be limited by the provisions of this Section 8.2, (b) to impair the right of either Party to compel specific performance by the other Party of its obligations under this Agreement or (c) to release any Party from any of its obligations under the Confidentiality Agreement. For the avoidance of doubt, the Financing Sources will have no liability to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in the event of fraudAcquired Companies, the maximum aggregate liability Sellers or any of a Party, its Non-Recourse Parties and their respective successors and assigns for Affiliates, or any and all Losses (whether at lawof their direct or indirect equityholders, in equity, in contract, in tort hereunder or otherwise) in connection with, under the Bridge Commitment Letters or otherwise relating to or arising out of the Transaction Documents transactions contemplated by such agreements; provided, that the foregoing shall not preclude any liability of the Financing Sources to Buyer under the terms of the Bridge Commitment Letters (including and the related fee letters) or the Financing. Notwithstanding anything to the contrary in this Agreement, no Financing Source shall have liability or obligation (other than to Buyer) for any breach Losses suffered or nonperformance thereofincurred by the Sellers, the Acquired Companies or any other Person relating to or arising out of this Agreement (and the termination hereof) or the Bridge Commitment Letters, or the transactions contemplated hereby and thereby, shall in no event exceed thereby (i) in and the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Capabandonment thereof), or (iii) in any matter forming the case of the Purchasersbasis for such termination, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Party, except that (i) the provisions of Section 8.2 and Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party from any liability to the other Party for including any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such terminationthe Bridge Commitment Letters (including any willful and material breach). (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from the obligations of the Seller or the Company hereunder, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with any of its obligations under this Agreement.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate In the event of the termination of this Agreement pursuant to as provided in Section 8.1 shall give 8.1, written notice of such termination thereof shall forthwith be given to the other Parties, party or parties specifying the provision of this Agreement pursuant to which such termination is effective. (b) Notwithstanding anything in made, and this Agreement or otherwise to shall forthwith become null and void (except for the contrarylast two sentences of Section 6.2, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1and for Sections 9.3, except in the event of fraud9.5, the maximum aggregate liability of a Party9.6, its Non-Recourse Parties 9.7, 9.8, 9.9, 9.11, 9.13, 9.14 and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement8.2, and that without these agreements, neither Party would enter into this Agreement. (dwhich shall survive such termination) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any PartyParent, the Purchaser or the Company, except that (i) the provisions of as set forth in Section 8.2 6.2 and this Section 9 hereof (to the extent applicable) shall survive the termination of this Agreement8.2, and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve or release any Party party from any liability to the other Party for any breach of this Agreement. (b) If: (i) Parent shall have terminated this Agreement pursuant to Section 8.1(c)(i) or 8.1(c)(iii); (ii) the Company shall have terminated this Agreement pursuant to Section 8.1(d)(i); or (iii) (A) either Parent or the Company shall have terminated this Agreement pursuant to Section 8.1(b)(ii), 8.1(b)(iii), or 8.1(c)(ii), (B) prior to termination of this Agreement pursuant to Section 8.1(b)(ii), 8.1(b)(iii), or 8.1(c)(ii), a Person shall have made an Acquisition Proposal (but substituting 35% for 20% and “Wheeling-Pittsburgh Corporation or Esmark Steel Service Group, Inc.” for “any of its representationsSubsidiaries” in the definition thereof) or expressed any interest publicly, warrantieswhich is not subsequently publicly withdrawn, covenants or agreements set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; making of an Acquisition Proposal (but substituting 35% for 20% and (ii) without derogating from the obligations of the Seller “Wheeling-Pittsburgh Corporation or the Company hereunderEsmark Steel Service Group, the occurrence of a Material Adverse Effect in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance with Inc.” for “any of its obligations under Subsidiaries” in the definition thereof) and (C) within twelve months after any such termination either (1) the Company enters into an agreement with respect to an Acquisition Proposal (but substituting 35% for 20% and “Wheeling-Pittsburgh Corporation or Esmark Steel Service Group, Inc.” for “any of its Subsidiaries” in the definition thereof) which is consummated or (2) an Acquisition Proposal (but substituting 35% for 20% and “Wheeling-Pittsburgh Corporation or Esmark Steel Service Group, Inc.” for “any of its Subsidiaries” in the definition thereof) is consummated; then the Company shall pay to Parent a termination fee of $24.5 million (the “Termination Fee“), plus an amount equal to Parent’s actual documented out-of-pocket fees and expenses not to exceed $2 million (including, without limitation, reasonable legal, investment banking, accounting, banking and consulting fees and expenses) incurred by Parent and Purchaser in connection with the due diligence investigation, the Offer, the Merger, this AgreementAgreement and the consummation of the Transactions contemplated hereby (the “Reimbursable Expenses“), with the Termination Fee paid (A) concurrently with such termination in the case of a termination pursuant to Section 8.1(d)(i), (B) within one Business Day after such termination in the case of a termination pursuant to Section 8.1(c)(i) or 8.1(c)(iii) and (C) upon the earlier of the entry into an agreement with respect to an Acquisition Proposal (but substituting 35% for 20% and “Wheeling-Pittsburgh Corporation or Esmark Steel Service Group, Inc.” for “any of its Subsidiaries” in the definition thereof) or the consummation of an Acquisition Proposal (but substituting 35% for 20% and “Wheeling-Pittsburgh Corporation or Esmark Steel Service Group, Inc.” for “any of its Subsidiaries” in the definition thereof) in the case of a termination pursuant to Section 8.1(b)(ii), 8.1(b)(iii), or 8.1(c)(ii), and the Reimbursable Expenses paid promptly after receipt of documentation of such expenses from Parent. The Termination Fee and Reimbursable Expenses shall be paid by wire transfer of immediately available funds to such account as Parent may designate in writing to the Company.

Notice of Termination; Effect of Termination. (a) A Party desiring If a party hereto wishes to terminate this Agreement pursuant to Section 8.1 13.1, then such party shall give deliver to the other parties to this Agreement a written notice stating that such party is terminating this Agreement and setting forth a brief description of the basis on which such party is terminating this Agreement. Any termination of this Agreement under Section 13.1 above will be effective immediately upon the delivery of a valid written notice of such termination the terminating party to the other Parties, specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in parties hereto. In the event of fraudthe termination of this Agreement as provided in Section 13.1, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser this Agreement shall be responsible in excess of its Purchaser’s Pro Rata Share of the Purchaser Liability Cap). (c) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that no further force or effect without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Partyparty hereto or any of their respective officers or directors and all rights and obligations of any party hereto will cease; provided, except however, that notwithstanding anything herein to the contrary (i) the provisions set forth in Sections 1.1, 1.3, 7.2(a), the last sentence of 7.2(b), 7.2(d), 7.3, this Section 8.2 13.2, SECTION 14 and Section 9 hereof (to the extent applicable) SECTION 19, each of which shall survive the termination of this Agreement, Agreement and (ii) subject to and without limiting Section 8.2(b), nothing herein shall relieve any party hereto from liability for fraud or release any Party from any liability to the other Party for any willful misrepresentation or intentional breach of this Agreement or willful failure to fulfill any of its representations, warranties, covenants or agreements condition set forth in this Agreement or for fraud, in each case, occurring prior to such termination. (f) For the avoidance . No termination of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein this Agreement shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments to the contrary are hereby expressly disclaimed; and (ii) without derogating from affect the obligations of the Seller or parties contained in the Company hereunderConfidentiality Agreement, the occurrence all of a Material Adverse Effect which obligations shall survive termination of this Agreement in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance accordance with any of its obligations under this Agreementtheir terms.

Notice of Termination; Effect of Termination. (a) A Party desiring to terminate Any proper and valid termination of this Agreement pursuant to Section 8.1 ‎‎Section 9.1 shall give be effective immediately upon the delivery of written notice of such termination the terminating party to the other Partiesparty or parties hereto, specifying the provision pursuant to which such termination is effective. (b) Notwithstanding anything in this Agreement or otherwise to the contrary, if this Agreement is validly terminated prior to Closing in accordance with Section 8.1, except in as applicable. In the event of fraudthe termination of this Agreement pursuant to ‎‎Section 9.1, the maximum aggregate liability of a Party, its Non-Recourse Parties and their respective successors and assigns for any and all Losses (whether at law, in equity, in contract, in tort or otherwise) in connection with, relating to or arising out of the Transaction Documents (including any breach or nonperformance thereof) or the transactions contemplated hereby and thereby, shall in no event exceed (i) in the case of the Company, the Company Liability Cap, (ii) in the case of the Seller, the Seller Liability Cap, or (iii) in the case of the Purchasers, the Purchaser Liability Cap (provided that no Purchaser this Agreement shall be responsible in excess of its Purchaser’s Pro Rata Share no further force or effect without any liability, of the Purchaser Liability Cap). any kind, of any party or parties hereto, as applicable (cor any director, officer, employee, equityholder, Affiliate, agent or other representative of such party or parties) Each Party acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, neither Party would enter into this Agreement. (d) Each Party’s right of termination under Section 8.1 is in addition to the specific performance rights other party or parties hereto, as set forth in Section 9.13. (e) If this Agreement is validly terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate and there shall be no liability on the part of any Partyapplicable, except that (ia) each of the provisions terms of Section 8.2 ‎‎Section 7.8, this ‎Section 9.2, ‎Section 9.3 and Section 9 hereof (to the extent applicable) ‎‎ARTICLE X shall survive the termination of this AgreementAgreement and (b) nothing in this Agreement shall (i) relieve any party or parties hereto, and as applicable, from liability for any actual fraud or (ii) subject relieve Parent or Merger Sub from liability for (A) a willful and material breach of their obligations to and without limiting consummate the Closing solely in the case the Debt Financing (or, if Alternative Financing is being used in accordance with Section 8.2(b7.10(b), nothing herein shall relieve or release any Party from any liability pursuant to the other Party for any commitments with respect thereto) has been funded in accordance with the terms thereof or will be funded in accordance with the terms thereof at the Closing or (B) a willful and material breach of any of their obligations under Section 7.10 if such breach results in the failure of the Debt Financing to be funded (each of (A) and (B), a "Specified Breach") (which liabilities the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s stockholders (taking into consideration relevant matters, including other combination opportunities and the time value of money), which shall be deemed in such event to be liabilities of such party); provided that Parent or Merger Sub shall be permitted in its representationssole discretion to settle any such liability by consummating the Closing in accordance with the terms of this Agreement; provided, warrantiesfurther, covenants that in no event shall the aggregate liability (whether relating to any damages, losses or agreements set forth other liabilities directly or indirectly incurred, suffered or payable by any Person) of Parent, Merger Sub or any of the other Parent Parties (including Ultimate Parent) to any Person in the event of a Specified Breach exceed the Aggregate Consideration (the "Parent Liability Limitation"). For purposes of this Agreement, "willful and material breach" shall mean a deliberate and knowing act or a deliberate and knowing failure to act, which act or failure to act constitutes in and of itself a material breach of any covenant contained in this Agreement Agreement, regardless of whether breaching was the conscious object of the act or for fraud, in each case, occurring prior failure to such termination. (f) For the avoidance of doubt: (i) neither the Seller or the Company nor any of their Affiliates or Representatives is making any representations or warranties with respect to, and does not guarantee that, and nothing herein shall be construed or interpreted as (or deemed) a representation or warranty with respect to, or a guarantee that, the Court Approval will be obtained or that the Agreement will be approved by the Seller’s or the Company’s bondholders or shareholders and any deemed representations, warranties or other promises or commitments act. In addition to the contrary are hereby expressly disclaimed; and (ii) without derogating from foregoing, no termination of this Agreement shall affect the obligations of the Seller or parties hereto set forth in the Company hereunderConfidentiality Agreement, the occurrence all of a Material Adverse Effect which obligations shall survive termination of this Agreement in and of itself shall not entitle the Purchasers to any remedy other than not to consummate transactions contemplated hereby; provided that nothing in this clause (ii) shall relieve or release any Party from any breach or noncompliance accordance with any of its obligations under this Agreementtheir terms.