Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. Parent shall pay to the Company a termination fee of $40.0 million (the “Parent Termination Fee”) in immediately available funds in the event that this Agreement is terminated as follows: (i) if Parent shall terminate this Agreement pursuant to Section 8.1(e); (ii) if the Company shall terminate this Agreement pursuant to Section 8.1(d); (iii) if (A)(x) the Company shall terminate this Agreement pursuant to Section 8.1(g) as a result of Parent’s breach of Section 6.2(b) or (y) either party shall terminate this Agreement pursuant to Section 8.1(h)(ii), and (B) at any time after the date of this Agreement and before the termination of this Agreement or the vote on this Agreement at the Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof shall be deemed to be equal to 50%) with respect to Parent shall have been publicly announced and not withdrawn, and (C) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iii) shall be reduced by the amount of any payments made pursuant to Section 8.2(c); or (iv) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b), and (B) at any time after the date of this Agreement and before the termination of this Agreement, an Acquisition Proposal with respect to Parent shall have been publicly announced and not publicly and bona fide withdrawn, and (C) following the existence of such Acquisition Proposal and prior to any such termination, Parent shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the termination of this Agreement, and (D) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iv) shall be reduced by the amount of any payments made pursuant to Section 8.2(c).

Parent Termination Fee. Parent shall pay to the Company a termination fee of $40.0 million (the “Parent Termination Fee”) in immediately available funds in In the event that this Agreement is terminated as follows: (i) if by the Company pursuant to Section 7.1(i), then Parent shall pay, as liquidated damages and not as a penalty, $135,000,000 (the “Financing Failure Fee”) to the Company as promptly as practicable (and in any event within two (2) Business Days following such termination), by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, the Company’s right to terminate this Agreement and receive the Financing Failure Fee pursuant to this Section 8.1(e); (ii7.2(c) if shall be the sole and exclusive remedy of the Company shall terminate this Agreement pursuant to Section 8.1(d); and its Affiliates against Parent, Merger Sub, the Financing Sources Parties and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates, employees, agents or other Representatives (iii“Parent Related Parties”) if (A)(x) the Company shall terminate this Agreement pursuant to Section 8.1(g) for any loss suffered as a result of Parent’s any breach of Section 6.2(b) any covenant or (y) either party shall agreement in this Agreement or the failure of the Merger to be consummated, or in respect of any oral representation made or alleged to be have been made in connection herewith, in each case, in any circumstance in which the Company is permitted to terminate this Agreement and receive the Financing Failure Fee pursuant to this Section 8.1(h)(ii)7.2(c) and upon payment of such amounts, and (B) at none of Parent, Merger Sub or any time after the date of this Agreement and before the termination Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the vote on transactions contemplated by this Agreement (except that Parent shall remain obligated for any reimbursement or indemnification obligations of Parent pursuant to the final two sentences of Section 5.11(b)) or in respect of any other document or theory of law or equity or in respect of oral representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, neither Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof nor Merger Sub shall be deemed to be equal to 50%) with respect to Parent shall have been publicly announced and not withdrawn, and (C) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination breach of this Agreement or to have failed to perform any of its obligations under this Agreement; provided, howeverincluding for purposes of Section 7.1(f), that any such termination fee payable pursuant solely as a result of the failure of Parent and Merger Sub to consummate the transactions contemplated by this clause (iii) shall be reduced by Agreement on the amount of any payments made date the Closing was required to have occurred pursuant to Section 8.2(c); or (iv) if (A) either party shall terminate this Agreement 1.2 due to the proceeds of the Financing not being available in full pursuant to Section 8.1(b)the Financing Commitments or any other definitive agreements relating thereto (or any amendment, and (B) at any time after the date of this Agreement and before the termination of this Agreement, an Acquisition Proposal with respect to Parent shall have been publicly announced and not publicly and bona fide withdrawn, and (C) following the existence of such Acquisition Proposal and prior replacement or supplement to any such termination, Parent shall have intentionally breached (and not cured after notice thereof) any of its covenants Financing Commitments or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the termination of this Agreement, and (D) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iv) shall be reduced by the amount of any payments made pursuant to Section 8.2(cagreements).

Parent Termination Fee. Parent shall pay to the Company a termination one-time non-refundable fee of equal to Two Hundred Twenty-One Million, Seven Hundred Ten Thousand Dollars ($40.0 million 221,710,000) (the “Parent Termination Fee”) in immediately available funds in the event that this Agreement is terminated as follows: (i) if the Company or Parent shall terminate terminates this Agreement pursuant to Section 8.1(e7.1(b)(i); (ii) if , or the Company shall terminate terminates this Agreement pursuant to Section 8.1(d); (iii) if (A)(x) the Company shall terminate this Agreement pursuant to Section 8.1(g) as a result of Parent’s breach of Section 6.2(b) or (y) either party shall terminate this Agreement pursuant to Section 8.1(h)(ii7.1(c)(ii), and in any such case the sole reason Parent was unable to consummate the Closing in accordance with Section 2.4 was a Financing Failure Event with respect to the Debt Financing. Notwithstanding anything to the contrary in this Agreement, the Parties agree that the Company’s right to receive the Parent Termination Fee, if payable pursuant to this Section 7.3(c), shall, notwithstanding anything set forth in Section 8.12 to the contrary, be the sole and exclusive remedy of the Company and its Affiliates, and any respective past, current or future direct or indirect equity holder, controlling Person, general or limited partner, stockholder, member, manager, director, officer, incorporator, employee, agent, Affiliate, assignee, attorney, consultant, representative, principal or financing source of the Company or any of its Affiliates (Ba “Company Non-Recourse Related Party”), against any Parent Non-Recourse Related Party, Financing Source or any other sources of the Financing (and any respective past, current or future direct or indirect equity holder, controlling Person, general or limited partner, stockholder, member, manager, director, officer, incorporator, employee, agent, Affiliate, assignee, attorney, consultant, representative, principal or financing source of such source) at for any time after loss suffered due to the date failure of this Agreement the Closing to occur, and before other than the termination payment of a single Parent Termination Fee, no Parent Non-Recourse Related Party shall have any liability or obligation relating to or arising out of this Agreement or the vote on this Agreement at the Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof shall be deemed to be equal to 50%) with respect to Parent shall have been publicly announced and not withdrawn, and (C) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; transactions contemplated hereby provided, however, that any such termination fee payable pursuant to that, nothing in this clause (iiiSection 7.3(c) shall be reduced by limit or otherwise affect the amount right of any payments made pursuant the Company to specific performance as provided in Section 8.2(c); or (iv) if (A) either party shall terminate 8.12 prior to a valid termination and until the Reverse Termination Fee has been paid in accordance with this Section 7.3. If this Agreement pursuant is terminated and the Reverse Termination Fee is paid to the Company in accordance with Section 8.1(b7.3(c) and (d), no Company Non-Recourse Related Party shall be entitled to bring, and shall in no event support, facilitate or encourage the bringing of, any Action (Bunder any legal theory, whether in Law or in equity, and in each case whether for breach of contract, in tort or otherwise) at any time after the date of this Agreement and before the termination of this Agreement, an Acquisition Proposal against a Parent Non-Recourse Related Party with respect to Parent shall have been publicly announced and not publicly and bona fide withdrawnto, and (C) following the existence arising out of such Acquisition Proposal and prior to any such termination, Parent shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to connection with the failure of the Effective Time Closing to occur on or before for a breach or failure to perform hereunder or under the Guaranty, the Equity Commitment Letter, the Debt Commitment Letter or otherwise, and the Company shall cause any such Action pending as of any termination of this Agreement, and (D) Parent enters into a definitive agreement providing for a Competing Transaction Agreement to be dismissed with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any prejudice as promptly as practicable after such termination fee payable pursuant to this clause (iv) shall be reduced by the amount of any payments made pursuant to Section 8.2(c)termination.

Parent Termination Fee. If, but only if, (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.01(b)(i) (due to a failure to satisfy any condition set forth in Section 7.01(b) or Section 7.01(c) (if the Restraint arises under Antitrust Laws)), Section 8.01(b)(iii) (if the Order, action or Applicable Law arises under Antitrust Laws) or Section 8.01(c)(iii) (if the Order, action or Applicable Law arises under Antitrust Laws) (any such termination, a “Parent Termination Fee Triggering Termination”), (ii) at the time of such termination any condition set forth in Section 7.01(b) or Section 7.01(c) (if the Restraint arises under Antitrust Laws) shall not be satisfied or waived by each applicable party hereto entitled to the benefit of such condition, (iii) at the time of such termination all other conditions set forth in Section 7.01 and Section 7.02 shall be satisfied or shall have been waived other than any such conditions that by their nature are to be satisfied by actions to be taken at the Closing (and, in the case of those conditions that by their nature are to be satisfied by actions to be taken at the Closing, such conditions are capable of being satisfied if the Closing were to occur at the time of such termination) and (iv) the Company is not in material breach of this Agreement, which material breach was the principal cause of the failure to satisfy conditions to the Merger that resulted in the Parent Termination Fee Triggering Termination, then Parent shall pay to the Company a termination fee of equal to $40.0 million 250,000,000 (the “Parent Termination Fee”) ). Notwithstanding anything to the contrary in immediately available funds in the event that this Agreement is terminated as follows: (i) if Parent shall terminate this Agreement pursuant Section 8.03(b), but subject to Section 8.1(e); (ii) 8.02, if the Company Parent Termination Fee is paid, the Parent Termination Fee shall terminate this Agreement pursuant to Section 8.1(d); (iii) if (A)(x) the Company shall terminate this Agreement pursuant to Section 8.1(g) as a result of Parent’s breach of Section 6.2(b) or (y) either party shall terminate this Agreement pursuant to Section 8.1(h)(ii)constitute liquidated damages, and (B) at any time from and after the date of this Agreement and before the termination of this Agreement or the vote on this Agreement at the Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof shall be deemed to be equal to 50%) with respect to Parent shall have been publicly announced and not withdrawn, and (C) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iii) shall be reduced by the amount of any payments made pursuant to Section 8.2(c); or (iv) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b), and (B) at any time after the date of this Agreement and before the termination of this Agreement, an Acquisition Proposal with respect to Parent shall have been publicly announced and not publicly and bona fide withdrawn, and (C) following the existence of such Acquisition Proposal and prior to any such termination, Parent shall have intentionally breached no further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby other than the payment of the Parent Termination Fee (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the termination of this Agreement, and (D) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iv) shall be reduced by the amount of any payments made related amounts owing pursuant to Section 8.2(c8.03(d)) and such payments shall be the sole and exclusive remedy under this Agreement of the Company and its Subsidiaries and stockholders of the Company against Parent, Merger Sub and the Parent Related Parties in the event of a Parent Termination Fee Triggering Termination.

Parent Termination Fee. In the event that this Agreement is terminated by, (a) either Buyer or Sellers’ Representative pursuant to Section 11.1.5 as a result of any final and nonappealable Order with respect to the HSR Act or any other applicable antitrust laws, or (b) either Buyer or Sellers’ Representative pursuant to Section 11.1.4 and at the time of such termination, the conditions set forth in Section 7.4, solely with respect to the HSR Act, Section 7.5(a), Section 8.4, solely with respect to the HSR Act, or Section 8.5(a) shall not have been satisfied, but all other conditions in Section 7 and Section 8 shall have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing), then Parent shall pay to the Company RHC a termination fee of equal to $40.0 million 40,000,000 (the “Parent Termination Fee”) in immediately available by wire transfer of same-day funds in on the second (2nd) business day following such termination. In the event that this Agreement is terminated as follows: (i) if Parent RHC shall terminate this Agreement receive full payment pursuant to this Section 8.1(e); (ii) if 11.3, the Company shall terminate this Agreement pursuant to Section 8.1(d); (iii) if (A)(x) the Company shall terminate this Agreement pursuant to Section 8.1(g) as a result receipt of Parent’s breach of Section 6.2(b) or (y) either party shall terminate this Agreement pursuant to Section 8.1(h)(ii), and (B) at any time after the date of this Agreement and before the termination of this Agreement or the vote on this Agreement at the Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof Termination Fee shall be deemed to be equal liquidated damages for any and all losses or damages suffered or incurred by the Acquired Companies, RHC or any Seller or their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Acquired Companies or any of their respective Affiliates or any other Person shall be entitled to 50%) bring or maintain any claim, action or proceeding against Parent, Buyer or any of their respective Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. For the avoidance of doubt, any payment made by Parent under this Section 11.3 shall be payable only once with respect to Parent shall have been publicly announced this Section 11.3 and not withdrawn, in duplication even though such payment may be payable under one or more provisions hereof. The Parties hereto acknowledge and (C) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following agree that the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iii) shall be reduced by the amount of any payments made pursuant to Section 8.2(c); or (iv) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b), and (B) at any time after the date of this Agreement and before the termination of this Agreement, an Acquisition Proposal with respect to Parent shall have been publicly announced and not publicly and bona fide withdrawn, and (C) following the existence of such Acquisition Proposal and prior to any such termination, Parent shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth contained in this Agreement in any material respect, which breach shall have materially contributed to the failure Section 11 are an integral part of the Effective Time to occur on or before the termination of transactions contemplated by this Agreement, and that, without these agreements, RHP, RHC and the Sellers would not enter into this Agreement. If Parent shall fail to pay the Parent Termination Fee when due, such fee shall also be deemed to include the costs and expenses incurred by RHC, the Sellers and the Acquired Companies (Dincluding fees and expenses of counsel) Parent enters into a definitive agreement providing for a Competing Transaction in connection with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination collection under and enforcement of this Agreement; providedSection 11, howevertogether with interest on such unpaid fee, commencing on the date that any such termination fee payable pursuant became due, at a rate equal to this clause (iv) shall be reduced by the amount rate of any payments made pursuant to Section 8.2(c)interest published in the “Money Rates” section of The Wall Street Journal in effect on the date such fee became due.

Parent Termination Fee. Parent shall pay to the Company a termination fee of Two Hundred Million Dollars ($40.0 million 200,000,000) (the “Parent Regulatory Termination Fee”) in immediately available funds in the event that if this Agreement is terminated as follows: if (i) if Parent either Party shall terminate this Agreement pursuant to Section 8.1(e7.1(b) or 7.1(c); , (ii) if as of the Company date of such termination the HSR Clearance shall terminate this Agreement pursuant not have occurred or any decree, judgment, injunction or other order (in each case that relates to Section 8.1(d); antitrust Laws) that prevents, prohibits or delays the consummation of the transactions contemplated hereby exists or is in effect, (iii) if immediately before such termination, the conditions set forth in Sections 6.1(a), 6.2(a), 6.2(b) and 6.2(d) shall have been satisfied and (A)(xiv) the Company shall terminate have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it under this Agreement prior to such termination, then Parent shall pay the Regulatory Termination Fee to the Company by wire transfer of same-day funds within two Business Days following such termination. For the avoidance of doubt, Parent has an obligation to pay the Regulatory Termination Fee notwithstanding that a Governmental Entity has required that Parent and/or the Company (or any of their Subsidiaries) take one or more actions to obtain HSR Clearance that would, if taken, constitute a Material Adverse Effect on the Transaction. In the event that the Company shall receive full payment of the Regulatory Termination Fee, the receipt of the Regulatory Termination Fee, together with any indemnification or reimbursement owed pursuant to Section 8.1(g) as a result of Parent’s breach of Section 6.2(b) or (y) either party shall terminate this Agreement pursuant to Section 8.1(h)(ii7.3(d), and (B) at any time after the date of this Agreement and before the termination of this Agreement or the vote on this Agreement at the Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof shall be deemed to be equal to 50%liquidated damages and the sole and exclusive remedy of the Company and its Subsidiaries and shareholders against Parent and Merger Sub and each of their respective former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, shareholders, Affiliates, Representatives or assignees and any and all former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, shareholders, Affiliates or assignees of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, (each, a “Parent Related Party,” and collectively, the “Parent Related Parties”) with respect to and no Parent Related Party shall have been publicly announced any other liability or obligation for any or all losses or damages suffered or incurred by the Company or any other Company Related Party in connection with this Agreement (and not withdrawnthe termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and (C) neither the Company nor any other Company Related Party shall be entitled to bring or maintain any other claim, action or proceeding against Parent, Merger Sub or any other Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination Related Party arising out of this Agreement; provided, however, that Agreement or any of the transactions contemplated hereby or any matters forming the basis for such termination fee payable pursuant termination. For the avoidance of doubt (1) under no circumstances will the Company be entitled to this clause (iii) shall be reduced by amounts in excess of the amount of the Regulatory Termination Fee (and any payments made payment pursuant to Section 8.2(c7.3(d); or (iv) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b), and (B2) at while the Company may pursue both a grant of specific performance in accordance with Section 8.10 and the payment of the Regulatory Termination Fee under this Section 7.3, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in a Closing and any time after portion of the date Regulatory Termination Fee. The Parties acknowledge and agree that in no event shall Parent be required to pay the Regulatory Termination Fee on more than one occasion, whether or not the Regulatory Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and before the termination occurrence of this Agreement, an Acquisition Proposal with respect to Parent shall have been publicly announced and not publicly and bona fide withdrawn, and (C) following the existence of such Acquisition Proposal and prior to any such termination, Parent shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the termination of this Agreement, and (D) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iv) shall be reduced by the amount of any payments made pursuant to Section 8.2(c).different events..

Parent Termination Fee. Parent agrees that Parent shall pay to the Company a termination fee of an amount equal to $40.0 million 1,925,000 (the “Parent Termination Fee”) if this Agreement is validly terminated pursuant to Section 9.01(k). If the Parent Termination Fee is payable, the Parent Termination Fee shall be paid by Parent as directed by the Company in writing in immediately available funds in as soon as is reasonably practicable following the event that date of termination of this Agreement is terminated as follows: by the Company, but in any event no more than two Business Days following such date. Notwithstanding anything to the contrary in this Agreement, (iA) if Parent shall terminate this Agreement may be terminated pursuant to Section 8.1(e9.01(k); , the payment of the Parent Termination Fee (iiplus the amounts payable under Section 9.03(d), if any) if shall be the Company's sole and exclusive remedy of the Company shall terminate this Agreement pursuant to Section 8.1(d); and its Subsidiaries against Parent, MergerSub, the Lenders and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates or agents (iiieach of the foregoing, the “Parent Related Parties”) if (A)(x) the Company shall terminate this Agreement pursuant to Section 8.1(g) for any loss suffered as a result of Parent’s any breach of Section 6.2(b) any covenant or (y) either party shall terminate this Agreement pursuant to Section 8.1(h)(ii), and (B) at any time after the date of this Agreement and before the termination of agreement in this Agreement or the vote on failure of the Merger to be consummated for any reason, and upon the payment by Parent of such amounts when due in accordance with this Agreement, none of Parent, MergerSub or the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement at the Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof shall be deemed to be equal to 50%) with respect to Parent shall have been publicly announced and not withdrawn, and (C) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iii) shall be reduced or the transactions contemplated by the amount of any payments made pursuant to Section 8.2(c); or (iv) if (A) either party shall terminate this Agreement pursuant (or the abandonment thereof) other than with respect to Section 8.1(b), the Confidentiality Agreement; and (B) at none of the Company, its Subsidiaries or Company Related Parties shall have any time after the date of this Agreement and before the termination of rights or claims against any Investor or Lender in connection with this Agreement, an Acquisition Proposal with respect to Parent shall have been publicly announced and not publicly and bona fide withdrawnthe Commitment Letters or the Financing, and (C) following whether at law or equity, in contract, in tort or otherwise. Notwithstanding the existence of such Acquisition Proposal and prior to any such terminationforegoing, Parent shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth nothing contained in this Agreement in any material respect, which breach Section 9.03(c) shall have materially contributed restrict the Company's rights to seek specific performance pursuant to the failure terms of the Effective Time to occur on or before the termination of this Agreement, and (D) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iv) shall be reduced by the amount of any payments made pursuant to Section 8.2(c)10.06.

Parent Termination Fee. If this Agreement is terminated pursuant to Section 8.1(d) or Section 8.1(e) (but, in the case of Section 8.1(e), solely if the Judgment preventing the consummation of the Transaction relates to Antitrust Laws) and at the time of termination all of the conditions to the Purchaser Parties’ obligation to effect the Closing under Article VII have been satisfied other than (a) the condition set forth in Section 7.1(a), (b) the condition set forth in Section 7.1(b) (but in the case of this clause (b), solely related to Antitrust Laws) or (c) those conditions that by their nature are to be satisfied at the Closing (so long as such conditions are capable of being satisfied) (a “Regulatory Termination”), then no later than two (2) Business Days after the date of such Regulatory Termination, Parent shall pay to Seller, by wire transfer of immediately available funds (to an account designated in writing by Seller), the Company a termination fee liquidated amount of $40.0 million 15,000,000 in compensation for the fees and expenses incurred by Seller on or prior to the date of such Regulatory Termination in connection with the Transaction (the “Parent Termination Fee”) in immediately available funds in ). Other than Parent’s obligations, if applicable, to pay any fees, expenses or other costs contemplated by Section 10.11(b), payment of the event that this Agreement is terminated as follows: (i) if Parent shall terminate this Agreement Termination Fee pursuant to Section 8.1(e); (ii) if the Company shall terminate this Agreement pursuant to Section 8.1(d); (iii) if (A)(x) the Company shall terminate this Agreement pursuant to Section 8.1(g) as a result of Parent’s breach of Section 6.2(b) or (y) either party shall terminate this Agreement pursuant to Section 8.1(h)(ii), and (B) at any time after the date of this Agreement and before the termination of this Agreement or the vote on this Agreement at the Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof 8.4 shall be deemed to be equal liquidated damages for any and all Losses suffered or incurred by Seller, the Seller Entities and any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Transaction (and the abandonment thereof) or any matter forming the basis for such termination, and none of Seller, the Seller Entities or any of their respective Affiliates shall be entitled to 50%) bring or maintain any Proceeding against the Purchaser Parties or any of their Affiliates arising out of or in connection with this Agreement, the Transaction or any matters forming the basis for such termination, other than with respect to Parent shall have been publicly announced and not withdrawnclaims for, and (C) Parent enters into a definitive agreement providing for a Competing Transaction arising out of or in connection with respect to Parent fraud or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination willful breach of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iii) shall be reduced by the amount of any payments made pursuant to Section 8.2(c); or (iv) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b), and (B) at any time after the date of this Agreement and before the termination of this Agreement, an Acquisition Proposal with respect to Parent shall have been publicly announced and not publicly and bona fide withdrawn, and (C) following the existence of such Acquisition Proposal and prior to any such termination, Parent shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the termination of this Agreement, and (D) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iv) shall be reduced by the amount of any payments made pursuant to Section 8.2(c).

Parent Termination Fee. (a) In the event that this Agreement has been terminated by the Company or Parent (i) pursuant to Section 10.01(b)(i) and the condition set forth in Section 9.01(a) or Section 9.01(b)(i) has not been satisfied on or before the End Date, or (ii) pursuant to Section 10.01(b)(ii) due to a final and non-appealable Order enjoining, restraining or otherwise preventing consummation of the Merger, in each case, under any Applicable Laws with respect to antitrust, competition or merger controls, then within two (2) Business Days following such termination, Parent shall pay to the Company a termination fee of an amount equal to $40.0 million 45,000,000 (the “Parent Termination Fee”) in immediately available funds in the event that this Agreement is terminated as follows: (i) if Parent shall terminate this Agreement pursuant to Section 8.1(e); (ii) if the Company shall terminate this Agreement pursuant to Section 8.1(d); (iii) if (A)(x) the Company shall terminate this Agreement pursuant to Section 8.1(g) as a result of Parent’s breach of Section 6.2(b) or (y) either party shall terminate this Agreement pursuant to Section 8.1(h)(ii), and (B) at any time after the date of this Agreement and before the termination of this Agreement or the vote on this Agreement at the Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof shall be deemed to be equal to 50%) with respect to Parent shall have been publicly announced and not withdrawn, and (C) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that if the failure to consummate the Merger on or before the End Date is the result of a material breach by the Company of its material obligations under Section 8.01 hereof that directly results in the failure of the condition set forth in Section 9.01(a) or Section 9.01(b)(i) hereof to be satisfied and in the event of any such termination fee payable pursuant material breach by the Company, Parent shall have given the Company prompt written notice of such breach and the opportunity to this clause (iii) cure such breach, then no Parent Termination Fee shall be reduced payable by Parent to the amount Company. Notwithstanding anything to the contrary in this Agreement, except in the case of a Willful Breach of Section 8.01(b) of this Agreement by Parent or Merger Subsidiary, if Parent and Merger Subsidiary fail to complete the Closing as a result of the failure to satisfy the condition set forth in Section 9.01(a) or Section 9.01(b)(i), then the Company’s sole and exclusive remedy (whether in contract, in tort, at law or otherwise) against Parent and Merger Subsidiary for any payments made pursuant breach, loss or damage shall be to Section 8.2(c); or (iv) if (A) either party shall terminate this Agreement pursuant and receive payment of the Parent Termination Fee and neither Parent nor Merger Subsidiary will have any liability or obligation to Section 8.1(b), and (B) at any time after the date Company relating to or arising out of this Agreement or in respect of any other document or theory of law or equity. The parties understand and before agree that in no event shall Parent be required to pay the termination Parent Termination Fee on more than one occasion. In the event of a Willful Breach of Section 8.01(b) of this Agreement, an Acquisition Proposal with respect to in each case by Parent or Merger Subsidiary, the Company shall have been publicly announced and not publicly and bona fide withdrawnthe right to xxx for damages which are in excess of the Parent Termination Fee (including damages based on loss of the economic benefits of the transactions contemplated hereby to the Company’s Securityholders). In the event of any Willful Breach by Parent or Merger Subsidiary of any representation, and warranty, covenant or agreement contained herein (C) following the existence of such Acquisition Proposal and prior to any such terminationother than Section 8.01), Parent shall have intentionally breached (be fully liable for any and not cured after notice thereof) any all liabilities and damages incurred or suffered by the Company as a result of its covenants or agreements set forth in this Agreement in any material respectsuch breach, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the termination of this Agreement, and (D) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iv) shall be reduced by the amount of any payments made pursuant to Section 8.2(c)which may be greater than the Parent Termination Fee.

Parent Termination Fee. Parent shall pay to the Company a termination fee of Two Hundred Million Dollars ($40.0 million 200,000,000) (the “Parent Regulatory Termination Fee”) in immediately available funds in the event that if this Agreement is terminated as follows: if (i) if Parent either Party shall terminate this Agreement pursuant to Section 8.1(e7.1(b) or 7.1(c); , (ii) if as of the Company date of such termination the HSR Clearance shall terminate this Agreement pursuant not have occurred or any decree, judgment, injunction or other order (in each case that relates to Section 8.1(d); antitrust Laws) that prevents, prohibits or delays the consummation of the transactions contemplated hereby exists or is in effect, (iii) if immediately before such termination, the conditions set forth in Sections 6.1(a), 6.2(a), 6.2(b) and 6.2(d) shall have been satisfied and (A)(xiv) the Company shall terminate have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it under this Agreement prior to such termination, then Parent shall pay the Regulatory Termination Fee to the Company by wire transfer of same-day funds within two Business Days following such termination. For the avoidance of doubt, Parent has an obligation to pay the Regulatory Termination Fee notwithstanding that a Governmental Entity has required that Parent and/or the Company (or any of their Subsidiaries) take one or more actions to obtain HSR Clearance that would, if taken, constitute a Material Adverse Effect on the Transaction. In the event that the Company shall receive full payment of the Regulatory Termination Fee, the receipt of the Regulatory Termination Fee, together with any indemnification or reimbursement owed pursuant to Section 8.1(g) as a result of Parent’s breach of Section 6.2(b) or (y) either party shall terminate this Agreement pursuant to Section 8.1(h)(ii7.3(d), and (B) at any time after the date of this Agreement and before the termination of this Agreement or the vote on this Agreement at the Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof shall be deemed to be equal to 50%liquidated damages and the sole and exclusive remedy of the Company and its Subsidiaries and shareholders against Parent and Merger Sub and each of their respective former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, shareholders, Affiliates, Representatives or assignees and any and all former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, shareholders, Affiliates or assignees of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, (each, a “Parent Related Party,” and collectively, the “Parent Related Parties”) with respect to and no Parent Related Party shall have been publicly announced any other liability or obligation for any or all losses or damages suffered or incurred by the Company or any other Company Related Party in connection with this Agreement (and not withdrawnthe termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and (C) neither the Company nor any other Company Related Party shall be entitled to bring or maintain any other claim, action or proceeding against Parent, Merger Sub or any other Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination Related Party arising out of this Agreement; provided, however, that Agreement or any of the transactions contemplated hereby or any matters forming the basis for such termination fee payable pursuant termination. For the avoidance of doubt (1) under no circumstances will the Company be entitled to this clause (iii) shall be reduced by amounts in excess of the amount of the Regulatory Termination Fee (and any payments made payment pursuant to Section 8.2(c7.3(d); or (iv) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b), and (B2) at while the Company may pursue both a grant of specific performance in accordance with Section 8.10 and the payment of the Regulatory Termination Fee under this Section 7.3, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in a Closing and any time after portion of the date Regulatory Termination Fee. The Parties acknowledge and agree that in no event shall Parent be required to pay the Regulatory Termination Fee on more than one occasion, whether or not the Regulatory Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and before the termination occurrence of this Agreement, an Acquisition Proposal with respect to Parent shall have been publicly announced and not publicly and bona fide withdrawn, and (C) following the existence of such Acquisition Proposal and prior to any such termination, Parent shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the termination of this Agreement, and (D) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iv) shall be reduced by the amount of any payments made pursuant to Section 8.2(c)different events.

Parent Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d)(i) or Section 8.1(d)(iii) then, in any such event, Parent shall pay to the Company a termination fee of $40.0 million 3,595,838 (the “Parent Termination Fee”) in immediately available funds in the event ). The Company acknowledges and agrees that this Agreement is terminated as follows: (i) if Parent shall terminate this Agreement pursuant to Section 8.1(e); (ii) if the Company shall terminate this Agreement pursuant to Section 8.1(d); (iii) if (A)(x) the Company shall terminate this Agreement pursuant to Section 8.1(g) as a result of Parent’s breach of Section 6.2(b) or (y) either party shall terminate this Agreement pursuant to Section 8.1(h)(ii), and (B) at any time after the date of this Agreement and before the termination of this Agreement or the vote on this Agreement at the Parent Stockholders’ MeetingTermination Fee, respectivelytogether with any Collection Costs payable, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof shall be deemed to be equal to 50%) with respect to Parent liquidated damages and such amounts shall be sole and exclusive remedy of the Company and any other Person against the Parent’s or Merger Sub’s Related Parties, and none of Parent’s or Merger Sub’s Related Parties shall have been publicly announced and not withdrawnany other liability or obligation (other than to Parent) for any losses, and (C) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent claims, damages or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iii) shall be reduced liabilities suffered or incurred by the amount of Company or any payments made pursuant other Person relating to Section 8.2(c); or (iv) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b), and (B) at any time after the date of this Agreement and before the termination arising out of this Agreement, an Acquisition Proposal with respect to Parent shall have been publicly announced and not publicly and bona fide withdrawnthe Limited Guaranty, the Equity Financing Commitment, and (C) following neither the existence Company nor any other person shall be entitled to bring or maintain any other Action against Parent or any other of such Acquisition Proposal and prior to any such termination, Parent shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the termination Parent’s Related Parties arising out of this Agreement, and (D) Parent enters into a definitive agreement providing the Limited Guaranty or the Equity Financing Commitment, or any of the transactions contemplated hereby or thereby or any matters forming the basis for a Competing Transaction with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummatedsuch termination, whether in law, in either casecontract, within twelve months following in tort, or otherwise. For the termination avoidance of this Agreement; provideddoubt, however, that any such termination fee payable pursuant to this clause (iv) shall be reduced by while the amount Company may pursue both a grant of any payments made specific performance pursuant to Section 8.2(c9.10 and damages (including the payment of the Parent Termination Fee), under no circumstances will the Company be permitted or entitled to receive both a grant of specific performance, on the one hand, and damages or the Parent Termination Fee, on the other hand, and in no circumstances will Parent or Merger Sub be required to pay the Parent Termination Fee on more than one occasion. It is acknowledged and agreed that, notwithstanding the foregoing, Parent and Merger Sub may elect to consummate the Offer, Merger and other transactions contemplated hereby in lieu of paying the Parent Termination Fee following a demand for payment of the same.