Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. In the event this Agreement is terminated 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 7.2(c) shall be the sole and exclusive remedy of the Company 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 (“Parent Related Parties”) for any loss suffered as a result of any breach of any covenant or 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 7.2(c) and upon payment of such amounts, none of Parent, Merger Sub or any Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the 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 nor Merger Sub shall be deemed to be in breach of this Agreement or to have failed to perform any of its obligations under this Agreement, including for purposes of Section 7.1(f), solely as a result of the failure of Parent and Merger Sub to consummate the transactions contemplated by this Agreement on the date the Closing was required to have occurred pursuant to Section 1.2 due to the proceeds of the Financing not being available in full pursuant to the Financing Commitments or any other definitive agreements relating thereto (or any amendment, replacement or supplement to any such Financing Commitments or definitive agreements).

Parent Termination Fee. In the event that this Agreement is terminated by the Company by, (a) either Buyer or Sellers’ Representative pursuant to Section 7.1(i11.1.5 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, as liquidated damages and not as pay to RHC a penalty, fee equal to $135,000,000 40,000,000 (the “Financing Failure Parent Termination 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 fundssame-day funds on the second (2nd) business day following such termination. Notwithstanding anything to In the contrary in this Agreement, the Company’s right to terminate this Agreement and event that RHC shall receive the Financing Failure Fee full payment pursuant to this Section 7.2(c) 11.3, the receipt of the Parent Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the sole Acquired Companies, RHC or any Seller or their respective Affiliates or any other Person in connection with this Agreement (and exclusive remedy the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Company and its Affiliates against Parent, Merger Sub, the Financing Sources Parties and Acquired Companies or any of their respective formerAffiliates or any other Person shall be entitled to bring or maintain any claim, currentaction or proceeding against Parent, Buyer or future general any of their respective Affiliates for damages or limited partnersany equitable relief arising out of or in connection with this Agreement, stockholders, managers, members, directors, officers, affiliates, employees, agents or other Representatives (“Parent Related Parties”) for any loss suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Merger to 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 consummated, or in payable only once with 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 7.2(c) 11.3 and upon not in duplication even though such payment may be payable under one or more provisions hereof. The Parties hereto acknowledge and agree that the agreements contained in this Section 11 are an integral part of such amounts, none of Parent, Merger Sub or any Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except that Agreement, and that, without these agreements, RHP, RHC and the Sellers would not enter into this Agreement. If Parent shall remain obligated for any reimbursement or indemnification obligations of fail to pay the 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 herewithTermination Fee when due, 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 nor Merger Sub such fee shall also be deemed to be include the costs and expenses incurred by RHC, the Sellers and the Acquired Companies (including fees and expenses of counsel) in breach connection with the collection under and enforcement of this Agreement or to have failed to perform any of its obligations under this AgreementSection 11, including for purposes of Section 7.1(f)together with interest on such unpaid fee, solely as a result of the failure of Parent and Merger Sub to consummate the transactions contemplated by this Agreement commencing on the date the Closing was required to have occurred pursuant to Section 1.2 due that such fee became due, at a rate equal to the proceeds rate of interest published in the Financing not being available “Money Rates” section of The Wall Street Journal in full pursuant to effect on the Financing Commitments or any other definitive agreements relating thereto (or any amendment, replacement or supplement to any date such Financing Commitments or definitive agreements)fee became due.

Parent Termination Fee. In Parent agrees that Parent shall pay to the event Company an amount equal to $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 pursuant to Section 7.1(i)in writing in immediately available funds as soon as is reasonably practicable following the date of termination of this Agreement by the Company, 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 but in any event within no more than two (2) Business Days following such termination), by wire transfer of immediately available fundsdate. Notwithstanding anything to the contrary in this Agreement, the Company’s right to terminate (A) if this Agreement and receive the Financing Failure Fee may be terminated pursuant to this Section 7.2(c9.01(k), the payment of the Parent Termination Fee (plus the amounts payable under Section 9.03(d), if any) shall be the Company's sole and exclusive remedy of the Company and its Affiliates Subsidiaries against Parent, Merger SubMergerSub, the Financing Sources Parties Lenders and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliatesaffiliates or agents (each of the foregoing, employees, agents or other Representatives (the “Parent Related Parties”) for any loss suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Merger to be consummatedconsummated for any reason, 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 7.2(c) and upon the payment by Parent of such amountsamounts when due in accordance with this Agreement, none of Parent, Merger Sub MergerSub or any the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement (or the termination of this Agreement) or the transactions contemplated by this Agreement (except that Parent shall remain obligated for any reimbursement or indemnification obligations of Parent pursuant the abandonment thereof) other than with respect to the final two sentences Confidentiality Agreement; and (B) none of Section 5.11(b)) the Company, its Subsidiaries or Company Related Parties shall have any rights or claims against any Investor or Lender in respect of any other document connection with this Agreement, the Commitment Letters or theory of the Financing, whether at law or equity or in respect of oral representations made or alleged to be made in connection herewith, whether in equity or at lawequity, in contract, in tort or otherwise. For Notwithstanding the avoidance of doubt and notwithstanding anything foregoing, nothing contained in this Agreement Section 9.03(c) shall restrict the Company's rights to the contrary, neither Parent nor Merger Sub shall be deemed to be in breach of this Agreement or to have failed to perform any of its obligations under this Agreement, including for purposes of Section 7.1(f), solely as a result of the failure of Parent and Merger Sub to consummate the transactions contemplated by this Agreement on the date the Closing was required to have occurred pursuant to Section 1.2 due to the proceeds of the Financing not being available in full seek specific performance pursuant to the Financing Commitments or any other definitive agreements relating thereto (or any amendment, replacement or supplement to any such Financing Commitments or definitive agreements)terms of Section 10.06.

Parent Termination Fee. In Parent shall pay the event Company a termination fee of Two Hundred Million Dollars ($200,000,000) (the “Regulatory Termination Fee”) if this Agreement is terminated by the Company as follows: if (i) either Party shall terminate this Agreement pursuant to Section 7.1(i7.1(b) or 7.1(c), (ii) as of the date of such termination the HSR Clearance shall not have occurred or any decree, judgment, injunction or other order (in each case that relates to antitrust Laws) that prevents, prohibits or delays the consummation of the transactions contemplated hereby exists or is in effect, (iii) 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 (iv) the Company shall 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, as liquidated damages and not as a penalty, $135,000,000 (pay the “Financing Failure Fee”) Regulatory Termination Fee to the Company as promptly as practicable (and in any event by wire transfer of same-day funds within two (2) 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 7.3(d), 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 7.2(c) shall be deemed to be liquidated damages and the sole and exclusive remedy of the Company and its Affiliates Subsidiaries and shareholders against Parent, Parent and Merger Sub, the Financing Sources Parties Sub and any each of their respective former, current, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, stockholders, managers, management companies, members, shareholders, Affiliates, Representatives or assignees and any and all former, current or future equity holders, controlling persons, directors, officers, affiliates, employees, agents agents, general or other Representatives 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”) and no Parent Related Party shall have any other liability or obligation for any loss or all losses or damages suffered as a result of or incurred by the Company or any breach of any covenant or agreement other Company Related Party in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the failure of the Merger to be consummatedbasis for such termination, 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 and neither the Company is permitted nor any other Company Related Party shall be entitled to terminate this Agreement and receive the Financing Failure Fee pursuant to this Section 7.2(c) and upon payment of such amountsbring or maintain any other claim, none of action or proceeding against Parent, Merger Sub or any other Parent Related Parties shall have any further liability or obligation relating to or Party arising out of this Agreement or any of the transactions contemplated by this Agreement (except that Parent shall remain obligated hereby or any matters forming the basis 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 otherwisesuch termination. For the avoidance of doubt (1) under no circumstances will the Company be entitled to amounts in excess of the amount of the Regulatory Termination Fee (and notwithstanding anything any payment pursuant to Section 7.3(d)) and (2) 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 Agreement 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 portion of the contraryRegulatory 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, neither Parent nor Merger Sub shall whether or not the Regulatory Termination Fee may be deemed to be in breach payable under more than one provision of this Agreement at the same or to have failed to perform any at different times and the occurrence of its obligations under this Agreement, including for purposes of Section 7.1(f), solely as a result of the failure of Parent and Merger Sub to consummate the transactions contemplated by this Agreement on the date the Closing was required to have occurred pursuant to Section 1.2 due to the proceeds of the Financing not being available in full pursuant to the Financing Commitments or any other definitive agreements relating thereto (or any amendment, replacement or supplement to any such Financing Commitments or definitive agreements).different events..

Parent Termination Fee. In Parent shall pay the event Company a termination fee of Two Hundred Million Dollars ($200,000,000) (the “Regulatory Termination Fee”) if this Agreement is terminated by the Company as follows: if (i) either Party shall terminate this Agreement pursuant to Section 7.1(i7.1(b) or 7.1(c), (ii) as of the date of such termination the HSR Clearance shall not have occurred or any decree, judgment, injunction or other order (in each case that relates to antitrust Laws) that prevents, prohibits or delays the consummation of the transactions contemplated hereby exists or is in effect, (iii) 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 (iv) the Company shall 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, as liquidated damages and not as a penalty, $135,000,000 (pay the “Financing Failure Fee”) Regulatory Termination Fee to the Company as promptly as practicable (and in any event by wire transfer of same-day funds within two (2) 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 7.3(d), 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 7.2(c) shall be deemed to be liquidated damages and the sole and exclusive remedy of the Company and its Affiliates Subsidiaries and shareholders against Parent, Parent and Merger Sub, the Financing Sources Parties Sub and any each of their respective former, current, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, stockholders, managers, management companies, members, shareholders, Affiliates, Representatives or assignees and any and all former, current or future equity holders, controlling persons, directors, officers, affiliates, employees, agents agents, general or other Representatives 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”) and no Parent Related Party shall have any other liability or obligation for any loss or all losses or damages suffered as a result of or incurred by the Company or any breach of any covenant or agreement other Company Related Party in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the failure of the Merger to be consummatedbasis for such termination, 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 and neither the Company is permitted nor any other Company Related Party shall be entitled to terminate this Agreement and receive the Financing Failure Fee pursuant to this Section 7.2(c) and upon payment of such amountsbring or maintain any other claim, none of action or proceeding against Parent, Merger Sub or any other Parent Related Parties shall have any further liability or obligation relating to or Party arising out of this Agreement or any of the transactions contemplated by this Agreement (except that Parent shall remain obligated hereby or any matters forming the basis 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 otherwisesuch termination. For the avoidance of doubt (1) under no circumstances will the Company be entitled to amounts in excess of the amount of the Regulatory Termination Fee (and notwithstanding anything any payment pursuant to Section 7.3(d)) and (2) 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 Agreement 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 portion of the contraryRegulatory 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, neither Parent nor Merger Sub shall whether or not the Regulatory Termination Fee may be deemed to be in breach payable under more than one provision of this Agreement at the same or to have failed to perform any at different times and the occurrence of its obligations under this Agreement, including for purposes of Section 7.1(f), solely as a result of the failure of Parent and Merger Sub to consummate the transactions contemplated by this Agreement on the date the Closing was required to have occurred pursuant to Section 1.2 due to the proceeds of the Financing not being available in full pursuant to the Financing Commitments or any other definitive agreements relating thereto (or any amendment, replacement or supplement to any such Financing Commitments or definitive agreements)different events.

Parent Termination Fee. (a) In the event that this Agreement is has been terminated by the Company or Parent (i) pursuant to Section 7.1(i)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 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, Parent shall pay to the Company an amount equal to $45,000,000 (the “Parent Termination Fee”), provided, however, that if the failure to consummate the Merger on or before the End Date is the result of a material breach by wire transfer the Company of immediately available fundsits 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 material breach by the Company, Parent shall have given the Company prompt written notice of such breach and the opportunity to cure such breach, then no Parent Termination Fee shall be payable by Parent to the 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 right sole and exclusive remedy (whether in contract, in tort, at law or otherwise) against Parent and Merger Subsidiary for any breach, loss or damage shall be to terminate this Agreement and receive the Financing Failure Fee pursuant to this Section 7.2(c) shall be the sole and exclusive remedy payment of the Company Parent Termination Fee and its Affiliates against Parent, neither Parent nor 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 (“Parent Related Parties”) for any loss suffered as a result of any breach of any covenant or 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 7.2(c) and upon payment of such amounts, none of Parent, Merger Sub or any Parent Related Parties shall Subsidiary will have any further liability or obligation to the Company relating to or arising out of this Agreement or the 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 equity. The parties understand and agree that in respect no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. In the event 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 a Willful Breach of doubt and notwithstanding anything in this Agreement to the contrary, neither Parent nor Merger Sub shall be deemed to be in breach Section 8.01(b) of this Agreement or to have failed to perform any of its obligations under this Agreement, in each case by Parent or Merger Subsidiary, the Company shall have the right to xxx for damages which are in excess of the Parent Termination Fee (including for purposes 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, warranty, covenant or agreement contained herein (other than Section 7.1(f8.01), solely Parent shall be fully liable for any and all liabilities and damages incurred or suffered by the Company as a result of such breach, the failure amount of which may be greater than the Parent and Merger Sub to consummate the transactions contemplated by this Agreement on the date the Closing was required to have occurred pursuant to Section 1.2 due to the proceeds of the Financing not being available in full pursuant to the Financing Commitments or any other definitive agreements relating thereto (or any amendment, replacement or supplement to any such Financing Commitments or definitive agreements)Termination Fee.

Parent Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(i)8.1(d)(i) or Section 8.1(d)(iii) then, then in any such event, Parent shall paypay to the Company a fee of $3,595,838 (the “Parent Termination Fee”). The Company acknowledges and agrees that the Parent Termination Fee, as together with any Collection Costs payable, shall be deemed to be 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 7.2(c) amounts shall be the sole and exclusive remedy of the Company and its Affiliates any other Person against the Parent, ’s or 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 (“Parent ’s Related Parties”) for any loss suffered as a result of any breach of any covenant or 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 7.2(c) and upon payment of such amounts, none of Parent, ’s or Merger Sub or any Parent Sub’s Related Parties shall have any further other liability or obligation (other than to Parent) for any losses, claims, damages or liabilities suffered or incurred by the Company or any other Person relating to or arising out of this Agreement Agreement, the Limited Guaranty, the Equity Financing Commitment, and neither the Company nor any other person shall be entitled to bring or maintain any other Action against Parent or any other of Parent’s Related Parties arising out of this Agreement, the Limited Guaranty or the Equity Financing Commitment, or any of the transactions contemplated by this Agreement (except that Parent shall remain obligated hereby or thereby or any matters forming the basis 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 herewithsuch termination, whether in equity or at law, in contract, in tort tort, or otherwise. For the avoidance of doubt doubt, while the Company may pursue both a grant of specific performance pursuant to Section 9.10 and notwithstanding anything 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 this Agreement to the contrary, neither no circumstances will Parent nor or Merger Sub shall be deemed required to be in breach of this Agreement or to have failed to perform any of its obligations under this Agreementpay the Parent Termination Fee on more than one occasion. It is acknowledged and agreed that, including for purposes of Section 7.1(f)notwithstanding the foregoing, solely as a result of the failure of Parent and Merger Sub may elect to consummate the Offer, Merger and other transactions contemplated by this Agreement on hereby in lieu of paying the date the Closing was required to have occurred pursuant to Section 1.2 due to the proceeds Parent Termination Fee following a demand for payment of the Financing not being available in full pursuant to the Financing Commitments or any other definitive agreements relating thereto (or any amendment, replacement or supplement to any such Financing Commitments or definitive agreements)same.