Common use of Procedure and Effect of Termination Clause in Contracts

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof, written notice thereof shall be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyer. If this Agreement is terminated pursuant to Section 10.1 hereof: (a) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and Merger by the Ancillary Agreements Parent, the Purchaser or the Company pursuant to Section 10.1 hereof9.1, written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreementothers, and this Agreement shall terminate and the transactions contemplated hereby and thereby Merger shall be abandoned abandoned, without further action by Seller any of the parties hereto. The Purchaser agrees that any termination by the Parent shall be conclusively binding upon it, whether given expressly on its behalf or Buyernot, and the Company shall have no further obligation with respect to it. If this Agreement is terminated pursuant as provided herein, no party hereto shall have any liability or further obligation to Section 10.1 hereof: (a) Buyer any other party to this Agreement; provided that any termination shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating be without prejudice to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option rights of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from arising out of any liability for grossly negligent or willful breach by any breach or violation by such other party of any of its representations, warranties, covenants covenant or agreements agreement contained in this Agreement, nor and provided, further, that the obligations set forth in Sections 9.2, 10.6 and 10.8 shall in any event survive any termination. (b) In the event of a termination of this Agreement by Parent pursuant to Section 9.1(g)(ii) or by the Company pursuant to Section 9.1(f), then contemporaneously with such termination, the Company shall pay to Parent by wire transfer of immediately available funds to an account specified by Parent a non-refundable termination impair fee in an amount equal to $5.0 million plus reimbursement of all documented out-of-pocket costs and expenses incurred by Parent in connection with the rights transactions contemplated by this Agreement (but excluding any investment banking fees) in an amount not to exceed $1.0 million. (c) In the event of a termination of this Agreement by Parent or the Company pursuant to Section 9.1(b) or Section 9.1(d), then contemporaneously with such termination, the Company shall pay to Parent by wire transfer of immediately available funds to an account specified by Parent a non-refundable termination fee in an amount equal to $5.0 million plus reimbursement of all documented out-of-pocket costs and expenses incurred by Parent in connection with the transactions contemplated by this Agreement (but excluding any investment banking fees) in an amount not to exceed $1.0 million, provided, however, that such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, any Company Takeover Proposal shall have been publicly announced or shall have become publicly known and shall not have been withdrawn prior to such termination, and (B) within nine (9) months following the termination of this Agreement, either party a Company Takeover Proposal is consummated or the Company enters into an agreement providing for a Company Takeover Proposal and such Company Takeover Proposal is later consummated (with such payment to be made at or prior to the consummation of such Company Takeover Proposal). For purposes of this Section 9.2(c), the definition of "Company Takeover Proposal" and "Company Takeover Event" shall be modified (i) compel specific performance by replacing the other party of its obligations under this Agreement or 10% threshold used in Section 6.8(a) with 30%, and (ii) seek to not apply to the issuance of any other remedy under law or in equitynon-voting, non-convertible preferred securities.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof, written notice thereof shall be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyer. (a) If this Agreement is terminated pursuant to Section 10.1 hereof: (a) Buyer 8.1, this Agreement shall return all documents, work papers become null and other materials (void and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the samehave no effect, and all confidential information received by Buyer with respect to obligations of the Division Parties hereunder shall be treated terminate, except for those obligations of the Parties set forth this Section 8.2 and ARTICLE IX, which shall remain in accordance with Section 5.2(b) hereof full force and the Confidentiality effect; provided that nothing herein shall relieve any Party from Liability for any material breach of any of its representations, warranties, covenants or other agreements set forth herein. If this Agreement referred to in such Section; (b) At the option of Selleris terminated as provided herein, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof this Agreement shall, to the extent practicable, be withdrawn from the agency or other Person to which they were made;. (cb) If this Agreement is terminated by Sellers or Purchaser pursuant to Section 8.1(a) through Section 8.1(d) or Section 8.1(g) or by Purchaser pursuant to Section 8.1(f), Sellers, severally and not jointly, shall reimburse Purchaser for its reasonable, out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Purchaser in connection with this Agreement and the transactions contemplated hereby are abandoned (the “Purchaser Expense Reimbursement”). The Purchaser Expense Reimbursement shall be paid as described an administrative expense Claim of Sellers pursuant to Section 503(b)(1) of the Bankruptcy Code. (c) Except as expressly provided for in this Section 10.28.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement pursuant to Section 8.1 shall be without limitation; andLiability to Purchaser or Sellers, including any Liability by Sellers to Purchaser for any break-up fee, termination fee, expense reimbursement or other compensation as a result of a termination of this Agreement. (d) Such termination If this Agreement is terminated for any reason, Purchaser shall, and shall not cause each of its Affiliates and Representatives to, treat and hold as confidential all Confidential Information, whether documentary, electronic or oral, labeled or otherwise identified as confidential, and regardless of the form of communication or the manner in which it was furnished. For purposes of this Section 8.2(d), Confidential Information shall be deemed not to release and shall not relieve either party hereto from include any liability for any breach information that (i) is now available to or violation by such party is hereafter disclosed in a manner making it available to the general public, in each case, through no act or omission of Purchaser, any of its representationsAffiliates or any of their Representatives, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equityis required by Law to be disclosed.

Procedure and Effect of Termination. In the event of the termination of (a) If this Agreement and the abandonment is terminated by either or both of the transactions contemplated hereby and by the Ancillary Agreements Buyer or Sellers pursuant to Section 10.1 hereof12.1, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or Buyerbreach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (ai) Buyer Except as set forth in Section 12.2(b) below, none of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall return all documents, work papers have any liability or further obligation to the other party (other than to the extent of joint and other materials (and all copies thereofseveral liability among the Piedmont Companies as expressly set forth in this Agreement) obtained from Seller or the Company or any of the Division Entities or their respective employeesRelated Parties pursuant to this Agreement with respect to which termination has occurred, agents except for the obligations of Sellers and Buyer (but not including Sellers’ or representatives Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, as to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof which termination has occurred shall, to the extent practicable, be withdrawn from the agency Governmental Authority or other Person to which made;. (cb) (i) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described terminated: (A) by Sellers pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any material breach or violation by such party of any default of its representations, warranties, covenants or agreements contained in obligations under this Agreement, nor then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such termination impair liquidated damages shall be the rights Piedmont Companies’ sole and exclusive remedy and shall be in lieu of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under remedies at law or in equity.equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof7.1, written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, parties and this Agreement (other than Section 6.6 and as provided in paragraph (b) below) shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyerthe parties. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (a) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential All information received by Buyer with respect to the Division Business, PRI, Seller Parent or any of their Affiliates shall be treated held confidential. All copies of such information in accordance Buyer's possession or in the possession of any of its representatives shall be returned to Seller Parent or destroyed by Buyer. Buyer shall comply with Section 5.2(b) hereof and the provisions set forth in the Confidentiality Agreement referred to in such Section;dated June 6, 1996, between Seller and Xxxxxxx X. Xxxxxxx. (b) At Any termination pursuant to subparagraph (b), (c), (d) or (e) of Section 7.1 shall not be deemed a waiver of any rights or remedies otherwise available under this Agreement, by operation of law or otherwise; provided, however, that in any action by a party hereto against any other party for specific performance or damages or to assert or enforce any of its rights or remedies hereunder, no shareholder (other than Seller Parent in its capacity as a party), director, officer, representative or agent of such other party shall have any liability in connection therewith; (c) Concurrently with the option execution and delivery of Sellerthis Agreement, Buyer and/or MRIACQ has delivered to Seller an irrevocable letter of credit issued by Creditanstalt-Bankverein in the amount of $250,000. Upon the Closing or if the Closing shall not have occurred because of (i) the failure of PRI to receive all Filingsrequired liquor licenses, (ii) Buyer having rightfully and unilaterally terminated this Agreement pursuant to Section 7.1(b) or (d) hereof or (iii) a termination of this Agreement pursuant to Section 7.1(a) or (f) hereof, such letter of credit shall be returned to Buyer or MRIACQ, as appropriate. If the Closing does not occur as a result of the unilateral and rightful termination of this Agreement by Seller or Seller Parent pursuant to Section 7.1(b) (except in the event PRI has not received all required liquor licenses by March 30, 1997) or (e) hereof, Seller shall be entitled to draw against the full amount of such letter of credit as liquidated damages and not as a penalty (the parties acknowledging that actual damages may be difficult or impossible to quantify); and (d) All filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof Section 6.3 or prior to the execution of this Agreement in contemplation thereof shall, to the extent practicable, be withdrawn from the agency or other Person person to which made;. (ce) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such Any termination of this Agreement without limitation; and (d) Such termination shall not also act as and be deemed to release be a termination of the PRI Agreement, and a termination of the MRI Agreement shall not relieve either party hereto from any liability for any breach or violation by such party be deemed to be a termination of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements parties hereto pursuant to Section 10.1 8.1 hereof, written notice thereof shall be given as promptly as practicable by the party so terminating to the other party to this Agreement, parties and this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller the Seller, the Foreign Sellers or Buyer. . (b) If this Agreement is terminated pursuant to Section 10.1 8.1 hereof: (ai) Buyer shall return each party shall, as soon as practicable, redeliver all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other parties relating to the transactions contemplated hereby and by the Restructuring Agreementshereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division Seller and its Subsidiaries shall be treated in accordance with the Confidentiality Agreement pursuant to Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Sectionhereof; (bii) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof hereto shall, to the extent practicable, be withdrawn from the agency Governmental Authority or other Person to which made;; and (ciii) If this Agreement is terminated there shall be no liability or obligation hereunder on the part of the Seller, the Foreign Sellers or Buyer or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents, advisors or Representatives, except that the Seller and the transactions contemplated hereby are abandoned as described in Foreign Sellers, on one hand, or Buyer, on the other hand, may have liability to the other party if the basis of termination is a breach by the Seller or the Foreign Sellers, on one hand, or Buyer, on the other hand, of one or more of the provisions of this Section 10.2Agreement, this Agreement shall become null and void and of no further force or effect, except for that the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) and Article X hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equitytermination.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 8.1 hereof, written notice thereof shall forthwith be given by the party so terminating to the other party to party, and, except as set forth in this AgreementSection 8.2, and this Agreement shall terminate and be void and have no effect and the transactions contemplated hereby and thereby shall be abandoned without further action abandoned; provided that (x) the termination of this Agreement shall not relieve DuPont from liability for any Intentional Breach of this Agreement and (y) subject to Section 8.2(d) (including the limitation of liability set forth therein) in the case of Buyer, the termination of this Agreement under circumstances in which the Reverse Termination Fee is not payable pursuant to Section 8.2(b) shall not relieve Buyer from liability for damages incurred by Seller DuPont or its Subsidiaries as a result of any Intentional Breach of this Agreement by Buyer. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (ai) Buyer shall return each party hereto will destroy, and will direct its agents (including attorneys and accountants) to destroy, all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any material of the Division Entities or their respective employees, agents or representatives each party hereto relating to the transactions contemplated hereby (other than any documents, work papers and by the Restructuring Agreementsother material relating to any payments pursuant to this Section 8.2(a), Section 8.2(b) or Section 8.2(d)), whether so obtained before or after the execution hereof, to the party furnishing the same, and ; (ii) all confidential information Information received by Buyer with respect to the Division business, operations, Assets or financial condition of DuPont or its Subsidiaries or the Joint Ventures shall be treated remain subject to the Confidentiality Agreement; (iii) notwithstanding the termination hereof, the Confidentiality Agreement, the Limited Guarantees and the following Sections of this Agreement shall remain in full force and effect: (A) Sections 3.16 and 4.4 relating to brokers, (B) the penultimate sentence of Section 5.2 relating to confidentiality matters, (C) the expense reimbursement and indemnification obligations of Buyer in Section 5.21(d), (D) Section 5.21(e), (E) Section 9.12 relating to certain expenses, (F) Section 8.1 and this Section 8.2 and (G) Article IX. (b) In the event DuPont shall terminate this Agreement in accordance with Section 5.2(b8.1(e) hereof or Section 8.1(f), Buyer shall pay, or cause to be paid, to DuPont an amount (the “Reverse Termination Fee”) equal to $330,750,000 by wire transfer of immediately available funds not later than the second (2nd) Business Day following such termination, it being understood that in no event shall the Reverse Termination Fee be payable on more than one occasion, whether by Buyer or the Guarantors under the Limited Guarantees. The parties agree that, in the circumstances in which the Reverse Termination Fee is payable, the Reverse Termination Fee is liquidated damages and not a penalty, and the Confidentiality Agreement referred to payment of the Reverse Termination Fee in such Section; (b) At the option of Seller, all Filings, applications circumstances is supported by due and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made;sufficient consideration. (c) If The parties acknowledge 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, the parties would not enter into this Agreement; accordingly, if either party fails to promptly pay the amount due pursuant to Section 8.2(b) or as a result of its Intentional Breach, and, in order to obtain such payment, the other party commences a suit that results in a judgment against the first party, such first party shall pay to the other party its reasonable out-of-pocket costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on such amount or portion thereof at a rate per annum equal to 8% for the period from the date such payment was required to be made through the date of payment. (d) Subject to DuPont’s right to seek specific performance pursuant to Section 9.7 and any order pursuant thereto, (i) in any circumstance in which DuPont is permitted to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(f) and receive the Reverse Termination Fee pursuant to Section 8.2(b), DuPont’s termination of this Agreement pursuant to such Sections and receipt of the Reverse Termination Fee pursuant to Section 8.2(b) and any payments pursuant to Buyer’s expense reimbursement and indemnification obligations set forth in Section 5.21(d) and Section 5.21(e) (such reimbursement and indemnification obligations, the “Buyer Financing Cooperation Payment Obligations”) shall be the sole and exclusive remedy of DuPont and its Affiliates against (A) Buyer, (B) the Guarantors under the Limited Guarantees, (C) the Financing Source Parties and (D) any of their respective, direct or indirect, former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates, employees, agents, other Representatives or assignees (such Persons referenced in clauses (A) through (D), collectively the “Buyer Related Parties”) for any Loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, the Limited Guarantees or the Financing Commitments, and upon such termination by DuPont and receipt of the Reverse Termination Fee and the Buyer Financing Cooperation Payment Obligations, none of the Buyer Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby, the Limited Guarantees or the Financing Commitments (except that the applicable Buyer Related Parties shall remain obligated for, and DuPont and its Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement and any reimbursement obligations of Buyer pursuant to Section 8.2(c)), whether in equity or at law, in contract, in tort or otherwise, and (ii) in connection with any damages suffered as a result of any Intentional Breach of this Agreement by Buyer other than in a circumstance in which DuPont is terminated entitled to receive the Reverse Termination Fee pursuant to Section 8.2(b), DuPont agrees that the maximum aggregate Liability of Buyer shall be limited to the amount of such damages up to an amount equal to the sum of the Reverse Termination Fee, the Buyer Financing Cooperation Payment Obligations and any amounts described in Section 8.2(c), and in no event shall DuPont be entitled to seek or obtain any recovery or judgment in excess of such amount. In no event shall DuPont be entitled to seek or obtain any recovery or judgment in excess of the sum of the Reverse Termination Fee, the Buyer Financing Cooperation Payment Obligations and any amounts described in Section 8.2(c) against any of the Buyer Related Parties or any of their respective assets, and in no event shall DuPont be entitled to seek or obtain any other damages of any kind against any Buyer Related Party (other than the Buyer and the Guarantors for damages suffered as a result of any Intentional Breach of this Agreement by Buyer other than in a circumstance in which DuPont is entitled to receive the Reverse Termination Fee pursuant to Section 8.2(b), which shall be subject to the limitations set forth in this Section 8.2(d)), including consequential, special, indirect or punitive damages, for or with respect to, this Agreement or the Limited Guarantees or the transactions contemplated hereby are abandoned as described in and thereby (including, any breach by Buyer), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided, however, that this Section 10.2, 8.2(d) shall not limit the right of the parties hereto to seek specific performance of this Agreement shall become null pursuant to, and void subject to the limitations in, Section 9.7 prior to the termination of this Agreement; and provided, further, in no event will DuPont be entitled to both the payment of no further force or effect(x) the Reverse Termination Fee and (y) the grant of specific performance pursuant to, except for and subject to the obligations provided for limitations in, Section 9.7, which grant results in Sections 5.6the consummation of the Closing as contemplated by this Agreement. In light of the difficulty of accurately determining actual damages with respect to the foregoing, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive upon any such termination of this Agreement, the payment of the Reverse Termination Fee (plus the Buyer Financing Cooperation Payment Obligations and, in the case the Reverse Termination Fee is not timely paid, the amounts described in Section 8.2(c)), which together constitute a reasonable estimate of the monetary damages that will be suffered by DuPont by reason of breach or termination of this Agreement without limitation; and or any of the Limited Guarantees in circumstances in which DuPont is entitled to receive the Reverse Termination Fee pursuant to Section 8.2(b), shall be in full and complete satisfaction of any and all monetary damages of DuPont arising out of or relating to this Agreement and the Limited Guarantees, the transactions contemplated hereby and thereby (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for including, any breach or violation by such party Buyer), the termination of any of its representations, warranties, covenants or agreements contained in this Agreement, nor the failure to consummate the transactions contemplated by this Agreement, and any claims or actions under applicable Law arising out of any such breach, termination or failure, in each case, in circumstances in which DuPont is entitled to receive the Reverse Termination Fee pursuant to Section 8.2(b); provided, however, this Section 8.2 shall such termination impair not limit the rights right of either party the parties hereto to (i) compel seek specific performance by pursuant to, and subject to the limitations in, Section 9.7 prior to any valid termination of this Agreement. Notwithstanding anything herein to the contrary, DuPont and its Affiliates hereby waive any and all rights and claims against any Buyer Related Party (other party of its obligations under than Buyer and the Guarantors in connection with the Limited Guarantees) in connection with this Agreement or (ii) seek any other remedy under law the Debt Commitment Letters, whether at Law or in equity, in contract, in tort or otherwise; provided that DuPont shall be entitled to seek specific performance to the extent set forth in, and subject to the terms and limitations set forth in, Section 9.7, prior to any valid termination of this Agreement.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment in whole (or in part with respect only to any particular Group Sale as expressly provided herein) by either or both of the transactions contemplated hereby and by the Ancillary Agreements Buyer and/or PCC or LPI pursuant to Section 10.1 hereof9.1, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and (in whole or in part, as the case may be) and, to the extent this Agreement is terminated, the transactions contemplated hereby and thereby shall be abandoned without further action by Seller any of the parties hereto, but subject to and without limiting any of the rights of the parties specified herein in the event a party is in default or Buyerbreach in any material respect of its obligations under this Agreement. If this Agreement is terminated pursuant as provided herein, to Section 10.1 hereofthe extent this Agreement is terminated: (ai) Buyer None of the parties hereto shall return all documents, work papers and have any liability or further obligation to any other materials (and all copies thereof) obtained from Seller or the Company party or any of the Division Entities or their respective directors, officers, shareholders, employees, agents, or Affiliates pursuant to this Agreement or otherwise, except as stated in Sections 6.3, 6.11 (if applicable), 9.2, 9.3, 9.4 and 11.1 hereof; (ii) Except for Guarantor, which shall have liability as Guarantor hereunder to the extent set forth herein, if applicable, and Mr. Xxxxxx X. Xxxxxx, who shall have liability as guarantor pursuant to the Guaranty described in Section 6.10(a)(i)(6) to the extent set forth therein, if applicable, notwithstanding anything herein or in applicable law to the contrary, none of the respective directors, officers, shareholders, employees, agents or representatives Affiliates of any of the parties hereto shall have any liability or obligation to any other party or any of their respective directors, officers, shareholders, employees, agents or Affiliates pursuant to this Agreement or otherwise; (iii) All filings, applications and other submissions relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, as to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof which termination has occurred shall, to the extent practicable, be withdrawn from the agency or other Person to which made;. 66 (cb) With respect to terminations pursuant to Section 9.1 hereof: (i) If this Agreement is terminated pursuant to Sections 9.1(a) or 9.1(g), then and in that event, none of the transactions contemplated hereby are abandoned parties hereto shall have any recourse against or liability to the other parties hereto, except as described stated in this Section 10.2Sections 6.3, 6.11, 9.2, 9.3, 9.4 and 11.1 hereof or in any written agreement entered into by the parties in connection with such termination. (ii) If this Agreement is terminated by PCC pursuant to Sections 9.1(b), PCC shall become null have the right to pursue all legal and void equitable remedies available against Buyer and Guarantor for breach of no further force contract; provided, however, that to the extent Buyer has defaulted or effect, except for breached in the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained manner referenced in Section 5.2(b) hereof and the Confidentiality Agreement referred to 9.1(b), in such Section determining Seller's damages hereunder, Buyer shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of have breached its obligations under to make the Group V Loan and to consummate the Group I Sale, the Group II/III Sale, the Group IV Sale and the Group V Sale. (iii) If this Agreement or (ii) seek any other remedy under law or in equityis terminated by Buyer pursuant to Section 9.1(c), Buyer shall have the right to pursue all legal and equitable remedies available to it for breach of contract.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by any or all of the Ancillary Agreements parties pursuant to Section 10.1 hereof11.1, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, parties and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyerany of the parties hereto. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (ai) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or None of the Company or parties hereto nor any of the Division Entities or their respective directors, officers, shareholders, partners, employees, agents or representatives affiliates shall have any liability or further obligation to the other party or any of its partners, directors, officers, shareholders, employers, agents or affiliates pursuant to this Agreement with respect to which termination has occurred, except as stated in Sections 11.2(b), 12.1 and 12.2 hereof; (ii) All filings, applications and other submissions relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (diii) Such termination Buyer shall not return any information received by Buyer from Sellers and will cause all confidential information obtained by Buyer from Sellers concerning the Newspapers to be deemed treated as such. (b) Notwithstanding anything to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements the contrary contained in this Agreement, nor if any of Sellers or Buyer is in breach in any material respect of its respective obligations under this Agreement prior to the date of termination of this Agreement, then and in that event, as appropriate, the following provisions shall such termination impair the rights of either party to apply: (i) compel specific performance by the other party if any Seller is in breach of its obligations under this Agreement Agreement, Buyer shall have the right to seek all remedies available to it as provided hereunder or at law or equity, including the remedy of specific performance as provided in Section 12.9; and (ii) if Buyer is in breach of its obligations under this Agreement, Sellers shall have the right to seek any other remedy under all remedies available to them as provided hereunder or at law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 7.1 hereof, written notice thereof shall forthwith be given by the party Party so terminating to the other party to this AgreementParty, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyerany Party. If this Agreement is terminated pursuant to Section 10.1 7.1 hereof: (a) Buyer each Party shall return redeliver all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other Party relating to the transactions contemplated hereby and by the Restructuring Agreementshereby, whether so obtained before or after the execution hereof, to the party Party furnishing the samesame or, upon prior written notice to such Party, shall destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, and all confidential information Confidential Information and Trade Secrets received by Buyer any Party with respect to the Division other Parties shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Sectionand Section 5.2(b); (b) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof hereto shall, at the option of Seller, and to the extent practicable, be withdrawn from the agency or other Person to which made;; and (c) If there shall be no liability or obligation hereunder on the part of Seller, Buyer or any of their respective directors, officers, employees, Affiliates, Controlling Persons, agents or representatives, except that (i) if this Agreement is terminated by Seller pursuant to Section 7.1 (e), following receipt of written notice from Seller as specified in the Escrow Agreement, the Escrow Agent shall deliver to Seller the Down Payment Amount in accordance with the terms and conditions of the Escrow Agreement (unless Buyer delivers an Objection Notice (as defined therein) in which case such dispute will be resolved as specified in the Escrow Agreement) and receipt by Seller of the Down Payment Amount shall be Seller's sole and exclusive remedy, as liquidated damages, with respect to Buyer's breach of one or more provisions of this Agreement, (ii) if this Agreement is terminated by Buyer pursuant to Section 7.1(d) as a result of a willful, material breach by Seller of one or more provisions of this Agreement, Seller shall be liable to Buyer for Fifteen Million Dollars ($15,000,000) (the "Seller Amount") as a result of such breach or breaches and the transactions contemplated hereby are abandoned receipt by Buyer of the Seller Amount shall be Buyer's sole and exclusive remedy, as described in liquidated damages, with respect to Seller's breach of one or more provisions of this Section 10.2Agreement, this Agreement shall become null and void and of no further force or effect, except for (iii) the obligations provided for in this Section 7.2 and Sections 5.6, 10.29.1, 12.39.2, 12.10 9.3, 9.7 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) 9.9 hereof and in the Confidentiality Agreement referred to in such Section shall survive any such termination. Buyer and Seller agree that the Down Payment Amount and the Seller Amount, if paid pursuant to this Section 7.2(c), would constitute fair compensation for the commitment of substantial resources and expenses incurred by the recipient pursuant the transactions contemplated by this Agreement. For avoidance of doubt, if the basis of termination of this Agreement without limitation; and is other than under the circumstances described in clause (di) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of above, neither Seller, nor any of its representationsdirectors, warrantiesofficers, covenants employees, Affiliates, Controlling Persons, agents or agreements contained in this Agreementrepresentatives shall be entitled to any damages, nor shall such losses, or payment from Buyer, and if the basis of the termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or is other than under the circumstances described in clause (ii) seek above, neither Buyer, nor any other remedy under law of its directors, officers, employees, Affiliates, Controlling Persons, agents or in equityrepresentatives, shall be entitled to any damages, losses, or payment from Seller.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment by either or both of the transactions contemplated hereby and by the Ancillary Agreements Buyer and/or Seller pursuant to Section 10.1 hereof9.1, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller any of the parties hereto, but subject to and without limiting any of the rights of the parties specified herein in the event a party is in default or Buyerbreach in any material respect of its obligations under this Agreement. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (ai) Buyer None of the parties hereto shall return all documents, work papers and have any liability or further obligation to any other materials (and all copies thereof) obtained from Seller or the Company party or any of the Division Entities or their respective directors, officers, shareholders, employees, agents, or Affiliates pursuant to this Agreement or otherwise, except as stated in Sections 6.3, 6.9, 9.2, 9.3 and 11.1 hereof; (ii) Except for Guarantor, which shall have liability as Guarantor hereunder, if applicable, and Mr. Xxxxxx X. Xxxxxx, who shall have liability as guarantor pursuant to the Guaranty set forth in Section 6.10(a)(i)(6) of the Group II-V Asset Purchase Agreement to the extent set forth therein, if applicable, notwithstanding anything herein or in applicable law to the contrary, none of the respective directors, officers, shareholders, employees, agents or representatives Affiliates of any of the parties hereto shall have any liability or obligation to any other party or any of their respective directors, officers, shareholders, employees, agents or Affiliates pursuant to this Agreement or otherwise; and (iii) All filings, applications and other submissions relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, as to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof which termination has occurred shall, to the extent practicable, be withdrawn from the agency or other Person to which made;. (cb) With respect to terminations pursuant to Section 9.1 hereof: (i) If this Agreement is terminated pursuant to Sections 9.1(a) or 9.1(f), then and in that event, none of the transactions contemplated hereby are abandoned parties hereto shall have any recourse against or liability to the other parties hereto, except as described stated in this Section 10.29.2(b) and Sections 6.3, 6.9, 9.2(a), 9.3 and 11.1 hereof or in any written agreement entered into by the parties in connection with such termination. (ii) If this Agreement shall become null is terminated by Seller pursuant to Section 9.1(b), 9.1(c) or 9.1(e), and void and of no further force or effect, except for the obligations provided for Buyer is in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party default of its obligations under this Agreement, then Seller shall have the right to pursue all legal and equitable remedies available to it against Buyer and Guarantor for breach of contract; provided, that, notwithstanding the foregoing, in the case of termination under Section 9.1(e) if the Group V Loan (as defined in the Group II-V Asset Purchase Agreement) has been made, Seller shall be entitled only to the remedies, if any, specified in the Group II-V Asset Purchase Agreement. (iii) If this Agreement is terminated by Buyer pursuant to Section 9.1(b), 9.1(d) or (ii) seek any other remedy 9.1(e), and Seller is in breach or default of its obligations under law or in equitythis Agreement, then Buyer shall have the right to pursue all legal and equitable remedies available to it against Seller for breach of contract.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements Transition Agreement pursuant to Section 10.1 hereof, written notice thereof shall be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyer. If this Agreement is terminated pursuant to Section 10.1 hereof: (a) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Ancillary Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any willful breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this AgreementAgreement arising prior to such termination, nor shall such termination impair the rights of either party to (iexcept as provided in Section 10.2(c) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity10.3.

Procedure and Effect of Termination. (a) Upon termination of this Agreement by Seller or Purchaser pursuant to SECTION 11.1, written notice thereof shall forthwith be given to the other Party and this Agreement shall terminate forthwith and become void and there shall be no Liability or obligation on the part of the Parties or their respective Representatives. Termination of this Agreement shall terminate all outstanding obligations and liabilities between the Parties arising from this Agreement except those described in: (i) SECTION 8.1, this ARTICLE XI and ARTICLE XII; (ii) the Confidentiality Agreement; and (iii) any other provisions of this Agreement which by their nature are intended to survive any such termination. (b) In the event that this Agreement is terminated by Seller pursuant to (i) SECTION 11.1(B)(III) or (ii) by Purchaser pursuant to SECTIONS 11.1(C)(III) or (IV), Seller shall pay King a fee equal to Twelve Million Dollars ($12,000,000) (the "TERMINATION FEE") by wire transfer of immediately available funds to an account designated by King in writing. The Termination Fee shall be paid promptly, but in no event later than three (3) Business Days after the date of receipt by Seller of such wiring instructions. Receipt of the termination Termination Fee shall be Purchaser's sole and exclusive remedy against Seller for accepting a Superior Proposal. (c) In the event that this Agreement is terminated by Seller pursuant to SECTION 11.1(B)(I) or SECTION 11.1(B)(II) then, in addition to any other remedies available to Seller under this Agreement, Purchaser shall pay to Seller within two (2) Business Days after the receipt of a notice therefor an amount equal to Seller's reasonable out-of-pocket expenses in connection with the negotiation, execution and delivery of this Agreement and the abandonment actions taken in furtherance of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof, written notice thereof shall be given by the party so terminating to the other party to consummation of this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by wire transfer of immediately available funds to an account designated by Seller or Buyer. If in writing. (d) In the event that this Agreement is terminated by Purchaser pursuant to Section 10.1 hereof: SECTION 11.1(C)(I) or SECTION 11.1(C)(II) then, in addition to any other remedies available to Purchaser under this Agreement, Seller shall pay to King within two (a2) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or Business Days after the receipt of a notice therefor an amount equal to Purchaser's reasonable out-of-pocket expenses in connection with the negotiation, execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination delivery of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party the actions taken in furtherance of any the consummation of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights by wire transfer of either party immediately available funds to (i) compel specific performance an account designated by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or King in equitywriting.

Procedure and Effect of Termination. In Any party or parties who have the event of the termination of right to terminate this Agreement agreement and the abandonment of abandon the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof, this Agreement may do so by delivering written notice thereof shall be given by the party so terminating of such termination and abandonment to the other party to this Agreement, parties and this Agreement such termination and abandonment shall terminate and the transactions contemplated hereby and thereby shall be abandoned occur upon such delivery without any further action by Seller or Buyerany Person. If this Agreement is terminated pursuant to Section 10.1 hereof7.1 of this Agreement: (a) Buyer each party shall return redeliver all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other parties relating to the transactions contemplated hereby and by the Restructuring Agreementsthis Agreement, whether so obtained before or after the execution hereofof this Agreement, to the party furnishing the samesame or, upon prior written notice to such party, shall destroy all such documents, work papers and other materials and deliver notice to the parties seeking destruction of such documents that such destruction has been completed, and all confidential information received by Buyer any party to this Agreement with respect to the Division other party shall be treated in accordance with the Confidentiality Agreement and Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Sectionof this Agreement; (b) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof this Agreement shall, at the option of Sellers, and to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If except as otherwise provided in Section 7.2(d) below, there shall be no liability or obligation under this Agreement is terminated and on the transactions contemplated hereby are abandoned as described in this Section 10.2part of Sellers, this Agreement shall become null and void and the Companies or Buyer or any of no further force their respective directors, officers, employees, Affiliates, controlling Persons, agents or effectrepresentatives, except for that a party shall continue to have liability to the other parties if the basis of termination is fraud or a willful, material breach by such party of one or more of the provisions of this Agreement, and except that the obligations provided for in this Section and Sections 5.6, 10.2, 12.3, 12.10 5.9 and 12.11 hereof, the confidentiality provision contained 10.1 of this Agreement and in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitationtermination; and (d) Such termination shall not be deemed if after any extension of the Termination Date pursuant to release and shall not relieve the second proviso to clause (e) of Section 7.1 of this Agreement either party hereto from any liability for any breach terminates this Agreement on the Termination Date and on such date the only condition to Closing not satisfied or violation waived is Section 6.2(d), then Sellers shall pay Buyer a termination fee of $15.0 million in cash by such party wire transfer of any immediately available funds promptly following the termination of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity.

Procedure and Effect of Termination. In Except as otherwise set forth in this Section 8.2, in the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements this Agreement pursuant to Section 10.1 hereof8.1, written notice thereof shall will forthwith be given by the party Party so terminating to the other party to this AgreementParties, and this Agreement shall will terminate and become void and have no effect and the transactions contemplated hereby and thereby shall will be abandoned without further action by Seller any Party and without any Liability on the part of any Party or Buyerits directors, officers, employees, Affiliates, agents or other Representatives, other than Liability of a Party, as the case may be, for any Willful Breach of this Agreement occurring prior to such termination. If this Agreement is terminated pursuant to Section 10.1 hereof8.1: (a) Buyer shall return each Party will redeliver all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other Party relating to the transactions contemplated hereby and by the Restructuring Agreementsthis Agreement, whether so obtained before or after the execution hereof, to the party Party furnishing the samesame or, upon prior written notice to such Party, will destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, and all confidential information received by Buyer any Party with respect to the Division shall other Parties will be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Sectionand Section 6.3(c); (b) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shallhereto will, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If notwithstanding any provision in this Agreement is terminated and to the transactions contemplated hereby are abandoned as described in this Section 10.2contrary, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6this Section 8.2 and Section 6.2(c) (Access to Information) Section 6.6 (Public Announcements), 10.2Section 10.1 (Fees and Expenses), 12.3Section 10.2 (Notices), 12.10 Section 10.3 (Severability), Section 10.5 (No Third Party Beneficiaries), Section 10.8 (Consent to Jurisdiction), Section 10.9 (Waiver of Jury Trial), Section 10.10 (Governing Law) and 12.11 hereof, the confidentiality provision contained in Section 5.2(b10.19 (No Recourse for Debt Financing Sources) hereof and in the Confidentiality Agreement referred to in such Section shall will survive any such termination; (d) notwithstanding anything set forth in this Agreement or the Confidentiality Agreement to the contrary, the Confidentiality Agreement will survive the termination of this Agreement without limitation; andfor a period of five years following the date of such termination and the term of the Confidentiality Agreement will be automatically amended to be extended for such additional five year period; (de) Such if this Agreement is terminated by (i) Sellers pursuant to Section 8.1(c) (as a result of the conditions set forth in Section 7.2(a) or Section 7.2(b) having become incapable of fulfillment) or Section 8.1(e), or (ii) Sellers or Buyer pursuant to Section 8.1(d) and, at the time of such termination, Sellers would have been entitled to terminate this Agreement pursuant to Section 8.1(c) (as a result of the conditions set forth in Section 7.2(a) or Section 7.2(b) having become incapable of fulfillment) or Section 8.1(e), then Buyer will pay, or cause to be paid, to Sellers an amount equal to $107,100,000 (such amount, the “Termination Fee”), by wire transfer of immediately available funds within five Business Days following such termination to a bank account nominated by Sellers as at the date of termination. In no event shall Buyer be required to pay the Termination Fee on more than one occasion. The Parties acknowledge and agree that (i) the fees and other provisions of this Section 8.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee, if and when paid, will constitute liquidated damages (and not be deemed to release a penalty) and shall not relieve either party hereto from the sole and exclusive remedy of Sellers, any liability for any breach member of the Company Group or violation by such party of any of their respective Affiliates against Buyer, its representationsAffiliates and the Debt Financing Sources for all Liabilities, warrantieslosses and damages in respect of this Agreement or the transactions contemplated hereby, covenants and (iii) without these agreements, the Parties would not have entered into this Agreement. If Buyer fails to pay the Termination Fee when due, (x) such fee will accrue interest for the period commencing on the sixth Business Day following the termination of this Agreement through the date the Termination Fee is actually paid, at a rate equal to (i) the rate of interest published from time to time by The Wall Street Journal, Eastern Edition, as the “prime rate” at large U.S. money center banks on the date this Agreement is terminated plus (ii) two percentage points (2.0%), (y) Buyer will also pay to Sellers in addition to the Termination Fee and such other amounts, all of Sellers’ costs and out-of-pocket expenses (including attorneys’ fees) incurred in connection with all actions to collect the Termination Fee and Interest, if any, and (z) Buyer will also make any reimbursement or agreements contained indemnification payments pursuant to the last two sentence of Section 6.20(d) (such interest, costs, expenses, reimbursement and indemnification described in the preceding clauses (x), (y) and (z), up to a maximum of $5,000,000 in the aggregate, the “Enforcement and Reimbursement Costs”); provided that in no event shall the aggregate amount of interest, costs, expenses, reimbursement and indemnification payable by Buyer pursuant to clauses (x), (y) and (z) exceed $5,000,000. Notwithstanding anything to the contrary in this Agreement, nor shall such termination impair in the event the Closing does not occur, if Buyer breaches this Agreement (whether willfully (including any Willful Breach), intentionally, unintentionally or otherwise) or fails to perform hereunder (whether willfully (including any Willful Breach), intentionally, unintentionally or otherwise), then, except for Sellers’ rights of either party to (i) compel seek specific performance by in accordance with Section 10.12 and Sellers’ rights under the Limited Guarantee, the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of Sellers, Parent, the Company or any of their respective Affiliates and any of their respective former, current or future directors, managers, general or limited partners, officers, employees, members, stockholders, equityholders, Affiliates, financial advisors, auditors, agents, counsel or other party Representatives (collectively, together with their respective successors and assigns, the “Seller Related Parties”) against Buyer, the Sponsor, the Debt Financing Sources (without limitation of its obligations Section 10.19) or any of their respective Affiliates and any of their respective former, current or future directors, managers, general or limited partners, officers, employees, members, stockholders, equityholders, Affiliates, financial advisors, auditors, agents, counsel or other Representatives (collectively, together with their respective successors and assigns, the “Buyer Related Parties”) for any breach (whether willfully (including any Willful Breach) intentionally, unintentionally or otherwise), loss, damage or failure to perform (including any Willful Breach) under this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of the transactions contemplated hereby or the Debt Commitment Letter, Fee Letter or Debt Financing Agreements or any oral representation made or alleged to have been made in connection herewith or therewith shall be for Sellers to terminate this Agreement as provided herein and receive payment of the Termination Fee, if payable pursuant to this Section 8.2(e), and, if applicable, Enforcement and Reimbursement Costs, and upon payment of such amounts (i) no Buyer Related Party shall have any further liability or obligation relating to or arising out of this Agreement or any certificate or other document delivered in connection herewith or any oral representation made or alleged to have been made in connection herewith or therewith (whether in equity or at law, in contract, in tort or otherwise, and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person or otherwise) and (ii) seek no Seller Related Party shall be entitled to bring or maintain, and in no event shall support, facilitate or encourage the bringing of, any other remedy Action (under any legal theory, whether sounding in law or in equityequity (in each case whether for breach of contract, in tort or otherwise)) against a Buyer Related Party with respect to, arising out of, or in connection with this Agreement or any certificate or other document delivered in connection herewith (including any Action relating to the Debt Financing, the Equity Financing or the Limited Guarantee or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof, or any matters forming the basis for such termination) (in any case, whether willfully, intentionally, unintentionally or otherwise), and Sellers shall cause any such Action pending as of any termination of this Agreement to be dismissed with prejudice as promptly as practicable after such termination and in any event within two Business Days after the payment of such amounts. In no event shall any Seller or the Company seek on its own behalf or on behalf of any Seller Related Party any damages from, or otherwise bring any Action against, any Buyer Related Party in connection with this Agreement or the transactions contemplated hereby (including any Action relating to the Debt Financing or the Debt Financing Agreements), other than an Action to recover the Termination Fee and, if applicable, Enforcement and Reimbursement Costs, to enforce Sellers’ rights under the Limited Guarantee in accordance with its terms or for specific performance in accordance with Section 10.12. For the avoidance of doubt, while Sellers may pursue both a grant of specific performance (other than against any Debt Financing Source) and the payment of the Termination Fee, (x) under no circumstances shall Sellers or the Company be entitled to monetary damages, except, solely to the extent required by this Section 8.2(e), the Termination Fee and (y) under no circumstances shall Sellers or the Company be permitted or entitled to receive both a grant of specific performance pursuant to Section 10.12(b) and any portion of the Termination Fee.

Procedure and Effect of Termination. (a) Upon termination of this Agreement by Seller or Purchaser pursuant to SECTION 10.1, written notice thereof, indicating the termination provision in this Agreement claimed to provide a basis for such termination, shall forthwith be given to the other Party and this Agreement shall terminate. Nothing in this ARTICLE X shall relieve either Party of any liability for a breach of this Agreement prior to the termination hereof. Except as provided in the foregoing sentence, termination of this Agreement shall terminate all outstanding obligations and liabilities between the Parties arising from this Agreement except those described in: (i) SECTION 8.1, this ARTICLE X, ARTICLE XI and ARTICLE XII; (ii) the Confidentiality Agreement; and (iii) any other provisions of this Agreement which by their nature are intended to survive any such termination. (b) In the event that this Agreement is terminated (i) by Seller pursuant to SECTION 10.1(B)(III); or (ii) by Purchaser pursuant to SECTION 10.1(C)(IV) or SECTION 10.1(C)(V), then Seller shall on the date that is two (2) Business Days after such termination, pay to Purchaser a fee equal to Seven Million Five Hundred Thousand Dollars ($7,500,000) (the "TERMINATION FEE"), by wire transfer of immediately available funds to an account designated by Purchaser in writing. Notwithstanding anything to the contrary in this Agreement, the Termination Fee (A) shall be the exclusive remedy of Purchaser under circumstances where the Termination Fee is payable by Seller in respect of a termination in accordance with SECTION 10.1(C)(IV) and (B) together with the rights granted to Purchaser under SECTION 10.2(F) shall be the exclusive remedy of Purchaser under circumstances where the Termination Fee is payable by Seller in respect of a termination in accordance with SECTION 10.1(C)(V), and upon payment of the termination Termination Fee in accordance with this SECTION 10.2(B), except as otherwise provided in SECTION 10.2(E) and SECTION 10.2(F), Seller shall not have any further liability or obligation relating to or arising out of this Agreement. (c) In the event that this Agreement is terminated by Seller pursuant to SECTION 10.1(B)(I) or SECTION 10.1(B)(II), Purchaser shall pay to Seller within two (2) Business Days after the receipt of a notice therefor an amount equal to Seller's reasonable out-of-pocket expenses in connection with the negotiation, execution and delivery of this Agreement and the abandonment actions taken in furtherance of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof, written notice thereof shall be given by the party so terminating to the other party to consummation of this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by wire transfer of immediately available funds to an account designated by Seller or Buyer. If in writing. (d) In the event that this Agreement is terminated by Purchaser pursuant to Section 10.1 hereof:SECTION 10.1(C)(I), SECTION 10.1(C)(II) or SECTION 10.1(C)(III), Seller shall pay to Purchaser within two (2) Business Days after the receipt of a notice therefor an amount equal to Purchaser's reasonable out-of-pocket expenses in connection with the negotiation, execution and delivery of this Agreement and the actions taken in furtherance of the consummation of this Agreement, by wire transfer of immediately available funds to an account designated by Purchaser in writing. (ae) Buyer As soon as practicable following a termination of this Agreement, but in no event later than thirty (30) days after such termination, Purchaser or Seller shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shalluse commercially reasonable efforts, to the extent practicable, be withdrawn from withdraw all filings, applications and other submissions relating to the agency Transactions made to any Governmental Authority or other Person to which made;Person. (cf) If In the event that Purchaser terminates this Agreement pursuant to SECTION 10.1(C)(V), and at any time within the twelve (12) month period following the termination date Seller determines to enter into a transaction, or a series of transactions, that if consummated would result in the sale of all or substantially all of the Products or the Product Line Business (an "ALTERNATIVE TRANSACTION"), Seller shall notify Purchaser of such determination within two (2) Business Days of making such determination (an "ALTERNATIVE TRANSACTION NOTICE"), which notification shall state that Seller is terminated prepared to enter into a definitive agreement as to such Alternative Transaction and include a summary of the transactions contemplated hereby are abandoned material terms and conditions of such Alternative Transaction. During the five (5) Business Day period after Purchaser's receipt of the Alternative Transaction Notice, Purchaser shall have the right, at its sole and absolute discretion, to make an offer that Purchaser believes to be at least as described favorable to Seller's stockholders as such Alternative Transaction; PROVIDED, that during such five (5) Business Day period, Seller shall negotiate in this Section 10.2good faith with Purchaser (to the extent Purchaser wishes to negotiate) to enable Purchaser to make, this Agreement shall become null modify and void complete a more favorable offer; PROVIDED, FURTHER, that upon receipt of such offer, the board of directors of Seller shall, within two (2) Business Days, determine in good faith, after consultation with its financial advisor and legal counsel, as to whether such offer is at least as favorable to Seller's stockholders as such Alternative Transaction. Purchaser acknowledges and agrees that in the event that the Parties do not agree upon the material terms of no further force or effectsuch a more favorable offer after such five (5) Business Day period, except that Seller may enter into a definitive agreement providing for implementation of such Alternative Transaction. In the event that Purchaser and Seller consummate a transaction for the obligations provided sale of all or substantially all of the Products or the Product Line Business, Purchaser shall reimburse Seller for in Sections 5.6all amounts paid by Seller to Purchaser pursuant to SECTION 10.2(B) upon consummation of such transaction. For the avoidance of doubt, 10.2, 12.3, 12.10 and 12.11 hereof, exceeding the confidentiality provision contained in Section 5.2(b) hereof and purchase price offered under the Confidentiality Agreement referred to in such Section shall survive Alternative Transaction by any such termination of this Agreement without limitation; and (d) Such termination dollar amount shall not be a condition to any offer by Purchaser made in accordance with this SECTION 10.2(F) being deemed by Seller's board of directors to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equitybe a "more favorable offer."

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereofhereby, written notice thereof shall forthwith be given by the party Party so terminating to the other party Parties identifying the provision hereof pursuant to this Agreementwhich such termination is made, and this Agreement shall terminate become void and of no effect with no liability to the Financing Sources or any other Person on the part of any Party (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided that the obligations provided for in this Article XIII, Section 7.05 (Public Announcements), Article XV (General Provisions) and in the Confidentiality Agreement shall survive any such termination and, subject to Section 13.02(d) and Section 13.02(h), that nothing herein shall relieve any party from any liability for any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement, in which case the non-breaching party shall be entitled to all rights and remedies available at law or in equity. (b) In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and thereby hereby, each Party shall be abandoned without further action by Seller or Buyer. If this Agreement is terminated pursuant to Section 10.1 hereof: (ai) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other Party relating to the transactions contemplated hereby and by the Restructuring Agreementshereby, whether so obtained before or after the execution hereof, to the party furnishing Party who furnished the samesame or (ii) upon prior written notice to the other Party, destroy all documents, work papers and other materials of the other Party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, and deliver notice to the Party seeking destruction of such documents that such destruction has been completed; provided, that, notwithstanding the foregoing, each Party shall be entitled to retain documents, work papers and other material to the extent necessary to comply with applicable Law; provided, further, that all confidential information received by Buyer any Party with respect to the Division other Parties shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred subject to in such Section;applicable document retention policies. (bc) At the option of Seller, all FilingsAll filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof hereto shall, at the agreement of the Parties, and to the extent practicable, be withdrawn from the agency or other Person to which made;. (cd) Notwithstanding anything to the contrary contained herein (but subject to the rights of the Company set forth in Section 15.10), in any circumstance in which the Termination Fee is payable hereunder, the sole and exclusive remedies available to the Company and the Seller for any breach of this Agreement prior to the termination of this Agreement, shall be termination of this Agreement pursuant to Section 13.01, if applicable, receipt of payment of the Transaction Expense Fee in accordance with Section 13.02(g), and receipt of the payment of the Termination Fee pursuant to Section 13.02(e) or Section 13.02(f), as applicable, (if applicable, less any payment of the Transaction Expense Fee previously paid by Buyer in accordance with Section 13.02(g)). In no event shall Buyer be required to pay the Termination Fee on more than one occasion or if the Closing occurs, and under no circumstances shall any of the Company, the Seller, or any of their respective Affiliates, individually or collectively, be permitted or entitled to receive both a grant of specific performance of this Agreement to cause the Closing to occur and any other remedy available to it at law or in equity, including payment of the Termination Fee. (e) If this Agreement is validly terminated by Buyer or the Seller pursuant to Section 13.01(f) or by the Seller pursuant to Section 13.01(g), then Buyer shall promptly, but in no event later than five Business Days after the date of such termination, pay or cause to be paid to the Seller an amount equal to $9,000,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated by the Company. (f) If this Agreement is validly terminated by the Seller pursuant to Section 13.01(c), by Buyer pursuant to Section 13.01(d) or by Buyer or the Seller pursuant to Section 13.01(e) (unless, with respect to Section 13.01(e), at the time of the Buyer Stockholder Meeting, Buyer was entitled to terminate this Agreement pursuant to Section 13.01(b)), and, notwithstanding the termination of this Agreement, (i) at the time of such termination, a Buyer Alternative Transaction proposal was received by the Buyer Board or publicly disclosed and not withdrawn and (ii) Buyer consummates a Buyer Alternative Transaction within nine months of the termination of this Agreement, then Buyer shall on or immediately following the date of the consummation of such Buyer Alternative Transaction, pay or cause to be paid to the Seller an amount equal to the Termination Fee, less any Transaction Expense Fee previously paid pursuant to Section 13.02(g), by wire transfer of immediately available funds to an account or accounts designated by the Seller. (g) Notwithstanding anything to the contrary contained herein, if this Agreement is validly terminated by Buyer or the Seller pursuant to Section 13.01(e) (unless, with respect to Section 13.01(e), at the time of the Buyer Stockholder Meeting, Buyer was entitled to terminate this Agreement pursuant to Section 13.01(b)), then Buyer shall promptly, but in no event later than five Business Days after the date of such termination, pay or cause to be paid to the Seller an amount equal to the out of pocket Transaction Expenses (if such fees are reasonably documented and provided in detailed form in writing to Buyer) incurred up to and including the date of termination (the “Transaction Expense Fee”); provided that in no event shall Buyer be required to pay such Transaction Expense Fee in an amount greater than $3,000,000 in the aggregate. (h) The Parties acknowledge that (1) the agreements contained in this Section 13.02 are an integral part of the transactions contemplated by this Agreement, (2) Buyer, the Company and Seller have expressly negotiated the provisions of this Article XIII, (3) that, without these agreements, the Parties would not enter into this Agreement, (4) in light of the circumstances existing at the time of the execution of this Agreement (including the inability of the Parties to quantify the damages that may be suffered by the Company), the provisions of this Article XIII are reasonable and (5) the Termination Fee represents a good faith, fair estimate of the damages that the Seller would suffer as a result of the termination of this Agreement and the failure of the Parties to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, the Seller’s receipt and acceptance of the Termination Fee and the Transaction Expense Fee (if payable) pursuant to this Section 13.02, when payable, shall be (i) deemed liquidated damages for any and all losses or damages suffered or incurred by the Company or the Seller or any other Person in connection with this Agreement, the Debt Commitment Letter and the transactions contemplated hereby are abandoned and thereby and (ii) the sole and exclusive remedy of the Seller, the Company and the Company Subsidiaries, and any other Member against Buyer, its Affiliates or the Financing Sources for any loss suffered as described a result of any breach of any covenant or agreement in this Section 10.2Agreement or the failure of the Mergers to be consummated, in each case (with respect to both clause (i) and clause (ii)) in any circumstance in which the Seller is permitted to terminate this Agreement shall become null and void cause the Seller to receive the Termination Fee pursuant to Sections 13.02(e) and (f), and upon the Company’s receipt of no further force or effectsuch amounts, except for the obligations provided for in Sections 5.6none of Buyer, 10.2, 12.3, 12.10 and 12.11 hereofMerger Sub, the confidentiality provision contained Buyer Survivor LLC or any of their respective Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided that (i) for purposes of clarity, in no event shall any Financing Source have any liability to any of the Parties or any of their respective Affiliates or any other Person for all or any portion of the Termination Fee and (ii) each of the Company, the Seller and Buyer shall remain liable under the Confidentiality Agreement. While the Company may pursue both a grant of specific performance, injunction or other equitable remedies under Section 5.2(b) hereof 15.10 and the Confidentiality payment of the Termination Fee under this Section 13.02, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance of the obligation to consummate the Closing and monetary damages in connection with this Agreement referred to in such Section shall survive or any such termination of this Agreement, including all or any portion of the Termination Fee. In the event of any termination of this Agreement without limitationin any circumstance in which the Seller is not entitled to receive the Termination Fee pursuant to Sections 13.02(e) or (f), the Seller and the Company shall be able to pursue all rights and remedies available at law or in equity for any loss suffered as a result of any willful and material breach of any covenant or agreement in this Agreement or the failure of the Mergers to be consummated; and (d) Such termination shall not be deemed to release provided, that in no event will Buyer and shall not relieve either party hereto from its Affiliates have any liability for any breach with respect to this Agreement or violation by such party of any of its representations, warranties, covenants or agreements contained the transactions contemplated hereby in excess of $9,000,000 in the aggregate. Notwithstanding anything in to the contrary in this Agreement, nor but subject to Section 13.02(a), Buyer shall such be able to pursue all rights and remedies available at law or in equity for any loss suffered as a result of the termination impair of this Agreement and the rights failure of either party the Parties to (i) compel specific performance by consummate the other party of transactions contemplated herein; provided, that, if this Agreement is terminated, in no event will the Seller and its obligations under Affiliates have any liability with respect to this Agreement or (ii) seek any other remedy under law or of the transactions contemplated hereby in equityexcess of $9,000,000 in the aggregate.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment by either or both of the transactions contemplated hereby and by the Ancillary Agreements Buyer and/or Seller pursuant to Section 10.1 hereof9.1, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller any of the parties hereto, but subject to and without limiting any of the rights of the parties specified herein in the event a party is in default or Buyerbreach in any material respect of its obligations under this Agreement. If this Agreement is terminated as provided herein: (i) None of the parties hereto shall have any liability or further obligation to any other party or any of their respective directors, officers, shareholders, employees, agents, or Affiliates pursuant to this Agreement or otherwise, except as stated in Sections 6.3, 6.9, 9.2, 9.3 and 11.1 hereof; (ii) Except for Guarantor, which shall have liability as Guarantor hereunder, if applicable, and Mr. Xxxxxx X. Xxxxxx, who shall have liability as guarantor pursuant to the Guaranty set forth in Section 6.10(a)(i)(6) of the Group II-V Asset Purchase Agreement to the extent set forth therein, if applicable, notwithstanding anything herein or in applicable law to the contrary, none of the respective directors, officers, shareholders, employees, agents or Affiliates of any of the parties hereto shall have any liability or obligation to any other party or any of their respective directors, officers, shareholders, employees, agents or Affiliates pursuant to this Agreement or otherwise; and (b) With respect to terminations pursuant to Section 9.1 hereof: (i) If this Agreement is terminated pursuant to Sections 9.1(a) or 9.1(f), then and in that event, none of the parties hereto shall have any recourse against or liability to the other parties hereto, except as stated in this Section 10.1 hereof:9.2(b) and Sections 6.3, 6.9, 9.2(a), 9.3 and 11.1 hereof or in any written agreement entered into by the parties in connection with such termination. (a) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (cii) If this Agreement is terminated by Seller pursuant to Section 9.1(b), 9.1(c) or 9.1(e), and the transactions contemplated hereby are abandoned as described Buyer is in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party default of its obligations under this Agreement, then Seller shall have the right to pursue all legal and equitable remedies available to it against Buyer and Guarantor for breach of contract; provided, that, notwithstanding the foregoing, in the case of termination under Section 9.1(e) if the Group V Loan (as defined in the Group II-V Asset Purchase Agreement) has been made, Seller shall be entitled only to the remedies, if any, specified in the Group II-V Asset Purchase Agreement. (iii) If this Agreement is terminated by Buyer pursuant to Section 9.1(b), 9.1(d) or (ii) seek any other remedy 9.1(e), and Seller is in breach or default of its obligations under law or in equitythis Agreement, then Buyer shall have the right to pursue all legal and equitable remedies available to it against Seller for breach of contract.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof9.1, written notice thereof shall forthwith be given by the party Party so terminating to the other party to this AgreementParties, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyerany Party. If this Agreement is terminated pursuant to Section 10.1 hereof9.1: (a) Buyer each Party shall return redeliver all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other Party relating to the transactions contemplated hereby and by the Restructuring Agreementshereby, whether so obtained before or after the execution hereof, to the party Party furnishing the samesame or, upon prior written notice to such Party, shall destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, and all confidential information received by Buyer any Party with respect to the Division other Parties shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such SectionAgreement; (b) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof hereto shall, at the option of the Company, and to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If this if the Agreement is terminated pursuant to Section 9.1(b), Section 9.1(c), or Section 9.1(d), then, if applicable, the breaching Party shall be liable to the non-breaching Party, and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for (ii) the obligations provided for in Sections 5.6this Section 9.2, 10.2Section 6.3 (Public Announcements), 12.3Section 10.5(r) (Liability Limits), 12.10 Section 11.1 (Fees and 12.11 hereofExpenses), the confidentiality provision contained in Section 5.2(b11.2 (Notices), Section 11.3 (Severability), Section 11.7 (Consent to Jurisdiction, Etc.) and Section 11.9 (Governing Law) hereof and in the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitationtermination; and (d) Such termination Notwithstanding the foregoing, until a Closing occurs (and including if this Agreement is terminated for any reason) (i) to the extent that any Stockholder has any liability or obligation to Buyer, Buyer’s sole recourse with respect to any such liability shall not be deemed to release such Stockholder, (ii) to the extent that the Company has any liability or obligation to Buyer, Buyer’s sole recourse with respect to any such liability shall be to the Company, and (iii) no recourse hereunder or under any documents or instruments delivered in connection herewith may be made against any officer, agent or employee of any Stockholder or the Company, or any direct or indirect holder of any equity interests or securities of any Stockholder or the Company, any Affiliate of any Stockholder or the Company, or any direct or indirect director, officer, employee, partner, affiliate, member, controlling person or representative of any of the foregoing. From and after the Closing, the liabilities and obligations of the Stockholders to Buyer shall not be in accordance with Article X hereof. Notwithstanding any of the foregoing, nothing contained in this Agreement shall relieve either party hereto any Party from any liability for any willful and intentional breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof7.1, written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, parties and this Agreement (other than Section 6.6 and as provided in paragraph (b) below) shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyerthe parties. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (a) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential All information received by Buyer with respect to the Division Business, the MRI Group, Seller Parent or any of their Affiliates shall be treated held confidential. All copies of such information in accordance Buyer's possession or in the possession of any of its representatives shall be returned to Seller Parent or destroyed by Buyer. Buyer shall comply with Section 5.2(b) hereof and the provisions set forth in the Confidentiality Agreement referred to in such Section;dated June 6, 1996, between Seller and Xxxxxxx X. Xxxxxxx. (b) At Any termination pursuant to subparagraph (b), (d) or (e) of Section 7.1 shall not be deemed a waiver of any rights or remedies otherwise available under this Agreement, by operation of law or otherwise; provided, however, that in any action by a party hereto against any other party for specific performance or damages or to assert or enforce any of its rights or remedies hereunder, no shareholder (other than Seller Parent in its capacity as a party), director, officer, representative or agent of such other party shall have any liability in connection therewith; (c) Concurrently with the option execution and delivery of Sellerthis Agreement, Buyer and/or PRIACQ has delivered to Seller an irrevocable letter of credit issued by Creditanstalt - Bankverein in the amount of $250,000. Upon the Closing or if the Closing shall not have occurred because of (i) the failure of the MRI Group to receive all Filingsrequired liquor licenses, (ii) Buyer having rightfully and unilaterally terminated this Agreement pursuant to Section 7.1(b) or (d) hereof or (iii) a termination of this Agreement pursuant to Section 7.1(a) or (f) hereof, such letter of credit shall be returned to Buyer or PRIACQ, as appropriate. If the Closing does not occur as a result of the unilateral and rightful termination of this Agreement by Seller or Seller Parent pursuant to Section 7.1(b) (except in the event the MRI Group has not received all required liquor licenses by March 30, 1997) or (e) hereof, Seller shall be entitled to draw against the full amount of such letter of credit as liquidated damages and not as a penalty (the parties acknowledging that actual damages may be difficult or impossible to quantify); (d) All filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof Section 6.3 or prior to the execution of this Agreement in contemplation thereof shall, to the extent practicable, be withdrawn from the agency or other Person person to which made;; and (ce) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such Any termination of this Agreement without limitation; and (d) Such termination shall not also act as and be deemed to release be a termination of the PRI Agreement, and a termination of the PRI Agreement shall not relieve either party hereto from any liability for any breach or violation by such party be deemed to be a termination of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement by a party pursuant to Section 10.1 written notice shall be given to the other parties specifying the provision of Section 10.1 pursuant to which such termination is made, and this Agreement (other than this Section 10.2, Section 7.6 (Confidentiality) and Section 11 (Miscellaneous), other than Section 11.6 (Further Assurances)) shall terminate and become void and of no force or effect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the abandonment other party hereto; provided, however, that if such termination shall result from (i) the willful failure of any party hereto to fulfill a condition to the performance of the material obligations of the other parties hereto or (ii) the willful failure of any party hereto to perform a material covenant applicable to it, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the other party as a result of such failure; provided, further, that: 10.2.1. if Buyer terminates this Agreement pursuant to Section 10.1.5 or Section 10.1.7, within ten (10) Business Days after the date of such termination, Seller shall pay the amount of One Million Dollars (US$1,000,000) (the “Termination Fee”) to, or as directed by, Buyer by wire transfer of immediately available funds to one or more accounts specified by Buyer in writing, which Termination Fee shall be separate from any Initial Payment Reimbursement which may be owed pursuant to Section 10.3; and 10.2.2. if Seller terminates this Agreement pursuant to Section 10.1.4, within ten (10) Business Days after the date of such termination, Buyer shall pay the Termination Fee to, or as directed by, Seller by wire transfer of immediately available funds to one or more accounts specified by Seller in writing. For purposes of clarity, any Termination Fee which may be owed by Buyer to Seller pursuant to this Section 10.2.2, shall be separate from and in addition to any rights which Seller may have to retain the Initial Payment, as described in Section 10.3 below. 10.2.3. Each party acknowledges that the agreements contained in this Section 10.2 are an integral part of the transactions contemplated hereby and by this Agreement. In the Ancillary Agreements pursuant event that either party shall fail to Section 10.1 hereofpay the Termination Fee when due, written notice thereof such party shall be given by the party so terminating to reimburse the other party to this Agreement, for all reasonable and this Agreement shall terminate documented costs and expenses actually incurred or accrued by or on behalf of such party (including reasonable fees and expenses of counsel) in connection with the transactions contemplated hereby collection under and thereby shall be abandoned without further action by Seller or Buyer. If this Agreement is terminated pursuant to Section 10.1 hereof: (a) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any enforcement of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity10.2.3.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements this Agreement pursuant to Section 10.1 hereof7.1, written notice thereof shall forthwith be given by the party Party so terminating to the other party to this AgreementParties, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyerany Party. If this Agreement is terminated pursuant to Section 10.1 hereof7.1: (a) Buyer each Party shall return redeliver all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other Party relating to the transactions contemplated hereby and by the Restructuring Agreementsthis Agreement, whether so obtained before or after the execution hereof, to the party Party furnishing the samesame or, upon prior written notice to such Party, shall destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, and all confidential information received by Buyer any Party with respect to the Division other Parties shall be treated in accordance with Section 5.2(b) hereof and 2.4 of the Confidentiality Agreement referred (which shall apply mutatis mutandis to in such Sectionthis Section 7.2(a) as if fully set forth herein, including as to the exceptions to the Parties’ obligations relating to the return and destruction of documents, work papers and other materials); (b) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof hereto shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If notwithstanding any provision in this Agreement is terminated and to the transactions contemplated hereby are abandoned as described in this Section 10.2contrary, this Agreement there shall become null and void and be no Liability hereunder on the part of no further force any of Sellers, Buyer or effectany of their respective directors, officers, employees, Affiliates, agents or representatives, except for that (i) if the basis of termination is a willful breach by any Seller or Buyer, as the case may be, of one or more of the provisions of this Agreement, then the breaching Party shall be liable to the non-breaching Party, and (ii) the obligations provided for in Sections 5.6this Section 7.2 (Procedure and Effect of Termination), 10.2, 12.3, 12.10 and 12.11 hereofSection 5,4 (Public Announcements), the confidentiality provision contained in last sentence of Section 5.2(b5.23(d) (Financing), Section 9.1 (Fees and Expenses), Section 9.2 (Notices), Section 9.3 (Severability), Section 9.3 (Severability), Section 9.8 (Consent to Jurisdiction), Section 9.9 (Waiver of Jury Trial) and Section 9.10 (Governing Law) hereof and in the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitationtermination; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained notwithstanding anything set forth in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equitythe Confidentiality Agreement to the contrary, the Confidentiality Agreement will survive the termination of this Agreement for so long as such Confidential Business Information is retained and not destroyed.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements this Agreement pursuant to Section 10.1 hereof7.1, written notice thereof shall forthwith be given by the party Party so terminating to the other party to this AgreementParties, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyerany Party. If this Agreement is terminated pursuant to Section 10.1 hereof7.1: (a) Buyer each Party shall return destroy all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other Party relating to the transactions contemplated hereby and by the Restructuring Agreementsthis Agreement, whether so obtained before or after the execution hereof, and deliver notice to the party furnishing Party seeking destruction of such documents that such destruction has been completed (provided that a Party shall be entitled to retain one copy of such documents, work papers and other materials in its legal department in accordance with the samerequirements of its document retention policies, and no Party shall be required to destroy or delete information contained in “back-up” or archived electronic form in the Ordinary Course, and all confidential information received or so retained by Buyer any Party with respect to the Division other Parties shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Sectionand Section 5.1(b)); (b) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof hereto shall, at the option of Seller, and to the extent practicable, be withdrawn from the agency or other Person to which made;; and (c) If notwithstanding any provision in this Agreement to the contrary, there shall be no Liability hereunder on the part of any of Seller, Buyer or any of their respective directors, officers, employees, Affiliates, agents or representatives, except that (i) if the basis of termination is terminated a willful breach by Seller or Buyer, as the case may be, of one or more of the provisions of this Agreement, then the breaching Party shall be liable to the non-breaching Party and the transactions non-breaching Party will be entitled to specific performance, including to complete the contemplated hereby are abandoned as described in this Section 10.2transactions, this Agreement shall become null and void and of no further force or effect, except for (ii) the obligations provided for in Sections 5.6this Section 7.2 and Section 5.1(b) (Access to Information) Section 5.3 (Public Announcements), 10.2Section 9.1 (Fees and Expenses), 12.3Section 9.2 (Notices), 12.10 Section 9.3 (Severability), Section 9.8 (Consent to Jurisdiction), Section 9.9 (Waiver of Jury Trial) and 12.11 hereof, the confidentiality provision contained in Section 5.2(b9.10 (Governing Law) hereof and in the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equitytermination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by either or both of the Ancillary Agreements parties pursuant to Section 10.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned abandoned, without further action by Seller or Buyerany of the parties hereto. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (a) Buyer subject to Section 9.1(e), said termination shall return all documentsbe the sole remedy of the parties hereto with respect to breaches of any agreement, work papers representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any other materials (and all copies thereof) obtained from Seller liability or further obligation to the Company other party or any of the Division Entities or their respective employeestrustees, agents directors, officers or representatives relating Affiliates, as the case may be, pursuant to the transactions contemplated hereby this Agreement, except in each case as stated in this Section 10.2 and by the Restructuring Agreementsin Sections 7.2(b), whether so obtained before or after the execution hereof, to the party furnishing the same, 7.3 and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section7.7; (b) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shallthis Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made;; and (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such if a termination of this Agreement without limitationoccurs as a result of the failure of the NRC to approve the transactions contemplated by this Agreement and the Decommissioning Funding Agreement as set forth herein and therein primarily based upon a determination that adequate funding for Decommissioning Obligations is not provided for, the Buyer shall pay to the Seller within ten (10) days of the Seller's written demand therefor, accompanied by reasonable supporting documentation, all reasonable, out-of-pocket costs and expenses, not to exceed $500,000, paid or incurred by the Seller during the period from the date of this Agreement to the date of such termination in connection with the Seller's efforts to consummate the transactions contemplated by this Agreement; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach PROVIDED, HOWEVER, that no such costs or violation by such party expenses of any of its representations, warranties, covenants or agreements contained in this Agreement, nor Person for investment banking services shall such termination impair the rights of either party to (i) compel specific performance be payable by the other party Buyer without the prior consent of its obligations under this Agreement or (ii) seek any other remedy under law or in equitythe Buyer. The Buyer shall have the right to perform a reasonable audit of the Seller's books and records with respect to such costs and expenses.

Procedure and Effect of Termination. In the event of the termination of this Agreement by a party pursuant to Section 10.1 written notice shall be given to the other parties specifying the provision of Section 10.1 pursuant to which such termination is made, and this Agreement (other than this Section 10.2, Section 7.7 (Confidentiality) and Section 11 (Miscellaneous), other than Section 11.5 (Further Assurances)) shall terminate and become void and of no force or effect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the abandonment other party hereto; provided, however, that if such termination shall result from (i) the willful failure of any party hereto to fulfill a condition to the performance of the material obligations of the other parties hereto or (ii) the willful failure of any party hereto to perform a material covenant applicable to it, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the other party as a result of such failure; provided, further, that: 10.2.1. if Buyer terminates this Agreement pursuant to Section 10.1.5 or Section 10.1.7, within five (5) Business Days after the date of such termination, Seller shall pay the amount of One Million Dollars (US$1,000,000) (the “Termination Fee”) to, or as directed by, Buyer by wire transfer of immediately available funds to one or more accounts specified by Buyer in writing; and 10.2.2. if Seller terminates this Agreement pursuant to Section 10.1.4, within five (5) Business Days after the date of such termination, Buyer shall pay the Termination Fee to, or as directed by, Seller by wire transfer of immediately available funds to one or more accounts specified by Buyer in writing. 10.2.3. Each party acknowledges that the agreements contained in this Section 10.2 are an integral part of the transactions contemplated hereby and by this Agreement. In the Ancillary Agreements pursuant event that either party shall fail to Section 10.1 hereofpay the Termination Fee when due, written notice thereof such party shall be given by the party so terminating to reimburse the other party to this Agreement, for all reasonable and this Agreement shall terminate documented costs and expenses actually incurred or accrued by or on behalf of such party (including reasonable fees and expenses of counsel) in connection with the transactions contemplated hereby collection under and thereby shall be abandoned without further action by Seller or Buyer. If this Agreement is terminated pursuant to Section 10.1 hereof: (a) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any enforcement of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity10.2.3.

Procedure and Effect of Termination. In the event (a) If this Agreement is terminated (i) under Sections 9.1(a), (b) or (c), all further obligations of the Seller Companies to the Purchasers, and of the Purchasers to the Seller Companies, will terminate without further liability of any party hereto (other than the provisions contained herein regarding the treatment of confidential and proprietary information), and the Parties shall cause the Escrow Agent to promptly, but in no event later than five (5) days after such termination, deliver the Deposit and any earnings thereon to the Purchasers in immediately available funds to an account designated by the Purchasers. (b) If this Agreement is terminated under Section 9.1(e), (i) all further obligations of the Purchasers shall terminate, (ii) the Seller Companies shall remain liable for their breaches under this Agreement and any Operative Agreement; provided however, that in no event shall the Seller Companies' aggregate liability following such termination for any breach of this Agreement or any Operative Agreement exceed $1,000,000 plus an amount equal to the earnings on the Deposit (it being understood and agreed that, subject to clause (iii) and the last sentence of this Section 9.2(b), the receipt by the Purchasers of such amount shall constitute liquidated damages with respect to all breaches by the Seller Companies of this Agreement and any Operative Agreement and no Purchaser or Purchaser Indemnified Party shall have, and each Purchaser hereby waives on behalf of itself and the abandonment of other Purchaser Indemnified Parties, any other remedy available to it at law or in equity with respect to such breaches or any other matter pertaining to this Agreement or the transactions contemplated hereby subject matter thereof), and (iii) the Parties shall cause the Escrow Agent to promptly, but in no event later than five (5) days after such termination, deliver the Deposit and any earnings thereon to the Purchasers in immediately available funds to an account designated by the Ancillary Agreements pursuant to Section 10.1 hereof, written notice thereof shall be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or BuyerPurchasers. If this Agreement is terminated pursuant under Section 9.1(e) under circumstances in which all conditions to Section 10.1 hereof: the Seller Companies ' obligations to consummate the First Closing or Second Closing, as applicable, would reasonably be expected to be able to be timely fulfilled or satisfied, then, in addition to the Seller Companies' obligations under clause (aiii) Buyer above, the Seller Companies shall return all documentspromptly, work papers and other materials but in no event later than five (and all copies thereof5) obtained from Seller or days after such termination, deliver (in addition to the Company or any release of the Division Entities or their respective employees, agents or representatives relating Deposit and any earnings thereon) $1,000,000 plus an amount equal to the transactions contemplated hereby and earnings on the Deposit to the Purchasers in immediately available funds to an account designated by the Restructuring AgreementsPurchasers. If the Purchasers do not elect to terminate this Agreement, whether so obtained before they shall have all remedies available to them hereunder or after under applicable law for any breach of this Agreement, including the execution hereof, to the party furnishing the same, right of specific performance and all confidential information received by Buyer with respect to the Division shall be treated in accordance with injunctive relief under Section 5.2(b) hereof 10.16 and the Confidentiality Agreement referred right to sue for money damages; provided however, that the Seller Companies shxxx not be liable for money damages for such breach in such Section; (b) At excess of $1,000,000 plus an amount equal to earnings accrued on the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made;Deposit. (c) If this Agreement is terminated under Section 9.1(d), (i) all further obligations of the Seller Companies shall terminate, and (ii) the transactions contemplated hereby are abandoned as described in this Section 10.2, Purchasers shall remain liable for their breaches under this Agreement and any Operative Agreement; provided however, that in no event shall become null and void and of no further force or effect, except the Purchasers' aggregate liability for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination breach of this Agreement without limitation; andor any Operative Document exceed the Deposit and any earnings thereon. If this Agreement is terminated under Section 9.1(d) under circumstances in which all conditions to the Purchasers' obligations to consummate the First Closing or Second Closing, as applicable, would reasonably be expected to be able to be timely fulfilled or satisfied, then the Parties shall cause the Escrow Agent to promptly, but in no event later than five (5) days after such termination, deliver the Deposit and any earnings thereon to the Seller Companies in immediately available funds to an account designated by the Seller Companies, it being understood and agreed that the receipt by the Seller Companies of the Deposit and any earnings thereon shall constitute liquidated damages with respect to all breaches by the Purchasers of this Agreement and any Operative Agreement and that no Seller Company or Seller Indemnified Party shall have, and each Seller Company hereby waives on behalf of itself and the other Seller Indemnified Parties, any other remedy available to it at law or in equity with respect to such breaches or any other matter pertaining to this Agreement or the subject matter thereof. (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any Upon the consummation of the First Closing, none of the limitations on liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained the parties set forth in this Agreement, nor Section 9.2 shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek apply in any other remedy under law or in equityrespect.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by any or all of the Ancillary Agreements parties pursuant to Section 10.1 hereof10.1, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, parties and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyerany of the parties hereto. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (ai) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or None of the Company or parties hereto nor any of the Division Entities or their respective directors, officers, shareholders, partners, employees, agents or representatives Affiliates shall have any liability or further obligation to any other party or any of its partners, directors, officers, shareholders, employees, agents or Affiliates pursuant to this Agreement with respect to which termination has occurred, except as stated in Sections 10.2(b), 10.2(d) and 11.1 hereof; (ii) All filings, applications and other submissions relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made;; and (iii) Assignee shall return any information received by Assignee from Assignor. (b) Notwithstanding anything to the contrary contained in this Agreement, if any Assignor is in breach of its obligations under this Agreement prior to or on the date of termination of this Agreement, then and in that event, the Assignee shall have the right to seek all remedies available to it as provided hereunder or at law or equity, including the remedy of specific performance as provided in Section 11.9. (c) If Except as specified in the following sentence, Assignors shall return the Deposit and all Deemed Interest to Assignee (without defense or setoff) within one (1) business day of termination of this Agreement in accordance with this Section 10.1. Notwithstanding anything to the contrary contained herein, if this Agreement is terminated and the transactions contemplated hereby are abandoned by an Assignor solely as described in this Section 10.2, a result of a material breach or default of this Agreement by Assignee, such Assignor shall become null be entitled to retain the Deposit and void Deemed Interest, as the exclusive remedy of Assignors with respect to any such breach or default (the amount of which the parties agree is a reasonable estimate of the damages that will be suffered by Assignors as a result of Assignee's breach or default and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereofdoes not constitute a penalty, the confidentiality provision contained parties hereby acknowledging the inconvenience and non-feasibility of otherwise obtaining an adequate remedy). (d) Each Assignor agrees that it shall not assign, amend, sublet or terminate any or all of the Leases (including, without limitation, in connection with a sale of any Assignor, whether by means of asset sale, stock sale, merger or consolidation) prior to October 8, 2001 if this Agreement is terminated pursuant to Section 5.2(b) hereof and 10.1 hereof; provided, however, that the Confidentiality Agreement referred to prohibition set forth in such Section the immediately preceding clause shall survive any such apply only if at the time of termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any Assignor is in material breach or violation by such party of any default of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek this Agreement is terminated as a result of a breach or default by any other remedy under law Assignor of its representations, warranties, covenants or in equityagreements hereunder.

Procedure and Effect of Termination. This Agreement shall in no event terminate pursuant to Section 12.3 unless and until any and all amounts payable to AirTran pursuant to Section 12.1 and Section 12.2 in connection with such proposed termination shall have been paid in full to AirTran. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof12.3, written notice thereof shall forthwith be given by the party so terminating to the other party parties to this Agreement, Agreement and this Agreement shall terminate and (subject to the transactions contemplated hereby and thereby shall be abandoned provisions of this Section 12.4) without further action by Seller or Buyerany of the parties hereto. If this Agreement is terminated pursuant to Section 10.1 hereof12.3 as provided herein: (a) Buyer upon request therefor, each party shall return redeliver all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or material of any of the Division Entities or their respective employees, agents or representatives other party relating to the transactions contemplated hereby and by the Restructuring Agreementshereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section;; and (b) At no party hereto shall have any liability or further obligation to any other party to this Agreement resulting from such termination except (i) that the option provisions of SellerSection 12.1, all FilingsSection 12.2, applications this Section 12.4 and other submissions made pursuant to Sections 5.3, 5.4 Section 9.2 shall remain in full force and 5.5 hereof shall, effect and (ii) no party waives any claim or right against a breaching party to the extent practicable, be withdrawn that such termination results from the agency or other Person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either breach by a party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained set forth in this Agreement; provided, nor however, that in the event AirTran is entitled to receive the Termination Amount, the right of AirTran to receive such amount shall constitute AirTran’s sole remedy for (and such termination impair the rights amount shall constitute liquidated damages in respect of) any breach by either Seller of either party to (i) compel specific performance by the other party any of its obligations under representations, warranties, covenants or agreements set forth in this Agreement or (ii) seek any other remedy under law or which results in equitya termination of this Agreement by AirTran pursuant to Section 12.3.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment in whole (or in part with respect only to any particular Group Sale as expressly provided herein) by either or both of the transactions contemplated hereby and by the Ancillary Agreements Buyer and/or PCC or LPI pursuant to Section 10.1 hereof9.1, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and (in whole or in part, as the case may be) and, to the extent this Agreement is terminated, the transactions contemplated hereby and thereby shall be abandoned without further action by Seller any of the parties hereto, but subject to and without limiting any of the rights of the parties specified herein in the event a party is in default or Buyerbreach in any material respect of its obligations under this Agreement. If this Agreement is terminated pursuant as provided herein, to Section 10.1 hereofthe extent this Agreement is terminated: (ai) Buyer None of the parties hereto shall return all documents, work papers and have any liability or further obligation to any other materials (and all copies thereof) obtained from Seller or the Company party or any of the Division Entities or their respective directors, officers, shareholders, employees, agents, or Affiliates pursuant to this Agreement or otherwise, except as stated in Sections 6.3, 6.11 (if applicable), 9.2, 9.3, 9.4 and 11.1 hereof; (ii) Except for Guarantor, which shall have liability as Guarantor hereunder to the extent set forth herein, if applicable, and Mr. Xxxxxx X. Xxxxxx, who shall have liability as guarantor pursuant to the Guaranty described in Section 6.10(a)(i)(6) to the extent set forth therein, if applicable, notwithstanding anything herein or in applicable law to the contrary, none of the respective directors, officers, shareholders, employees, agents or representatives Affiliates of any of the parties hereto shall have any liability or obligation to any other party or any of their respective directors, officers, shareholders, employees, agents or Affiliates pursuant to this Agreement or otherwise; (iii) All filings, applications and other submissions relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, as to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof which termination has occurred shall, to the extent practicable, be withdrawn from the agency or other Person to which made;. 66 - 61 - (cb) With respect to terminations pursuant to Section 9.1 hereof: (i) If this Agreement is terminated pursuant to Sections 9.1(a) or 9.1(g), then and in that event, none of the parties hereto shall have any recourse against or liability to the other parties hereto, except as stated in Sections 6.3, 6.11, 9.2, 9.3, 9.4 and 11.1 hereof or in any written agreement entered into by the parties in connection with such termination. (ii) If this Agreement is terminated by PCC pursuant to Sections 9.1(b), PCC shall have the right to pursue all legal and equitable remedies available against Buyer and Guarantor for breach of contract; provided, however, that to the extent Buyer has defaulted or breached in the manner referenced in Section 9.1(b), in determining Seller's damages hereunder, Buyer shall be deemed to have breached its obligations to make the Group V Loan and to consummate the Group I Sale, the Group II/III Sale, the Group IV Sale and the transactions contemplated hereby are abandoned as described in this Section 10.2, Group V Sale. (iii) If this Agreement is terminated by Buyer pursuant to Section 9.1(c), Buyer shall become null have the right to pursue all legal and void equitable remedies available to it for breach of contract. (iv) If this Agreement is terminated by Seller pursuant to Section 9.1(d) or (f), and Buyer is in breach or default of no further force its obligations under this Agreement, then the following provisions shall apply: (1) If termination is with respect to all Group Sales, and the LPI Sale has not occurred, Seller shall have the right to pursue all legal and equitable remedies available to it against Buyer or effectGuarantor for breach of contract. (2) If the LPI Sale has been consummated and termination is with respect to all Group Sales, except for then and in that event (A) the obligations Group V Loan shall be reduced in a principal amount of $56,967,153, which reduction shall also be provided for in Sections 5.6, 10.2, 12.3, 12.10 the Clear Channel Loan Agreement; and 12.11 hereof, (B) the confidentiality provision contained in Section 5.2(b) hereof principal amount of the Group IV Loan shall be reduced by $3,125,000 and the Confidentiality Agreement referred Group IV-B Note shall be canceled in connection therewith. The foregoing remedies shall constitute liquidated damages and the exclusive remedies of Seller and LPI for Buyer's breach; provided, however, that if the LPI Sale has been consummated, nothing contained herein shall limit or otherwise restrict the rights and liabilities of PCC and LPI with respect to each other in such Section shall survive any such connection with a termination of this Agreement without limitation; andwith respect to any of the Group Sales. Notwithstanding the foregoing, to the extent the following agreements have been entered into and to the extent expressly provided therein (but subject to the acceleration, termination and other provisions thereof), the provisions of the TBAs applicable in the event of termination, the Intercreditor Agreement, the Clear Channel Loan Agreement (and the promissory note and Security Documents delivered pursuant thereto), the LPI Note (and the Subordinated Guaranty delivered therewith), the Group IV Loan Agreement, the Group IV-A Note, the Group IV-B Note and the Group IV-C Note (and the security documents delivered pursuant thereto) shall remain in full force and effect and shall be unimpaired by any termination of this Agreement or payments made by Buyer or Guarantor pursuant to this Section. (d3) Such termination If the Group II/III Closing and Group V Closing have occurred, and Buyer is in breach of its obligations to consummate the Group IV Sale, then the principal amount of the Group IV Loan shall be reduced by $3,125,000 and the Group IV-B Note shall be canceled in connection therewith. The foregoing remedies shall constitute liquidated damages and the exclusive remedies of PCC in respect of Buyer's breach of its obligations with respect to the Group IV Sale, but, to the extent they do not be deemed relate to release and shall not relieve either party hereto from any liability for any breach or violation by such party of sale, without impairing any of PCC's other rights under this Agreement and the documents related hereto or delivered in connection therewith. (v) If this Agreement is terminated by Seller pursuant to Section 9.1(d) or (f), and Buyer is not in breach of its representations, warranties, covenants or agreements contained in obligations under this Agreement, nor then the following provisions shall such apply: (2) If termination impair is effective with respect to the rights Group IV Assets, and to the extent expressly provided in the Group IV Loan (but subject to the acceleration, termination and other provisions thereof), the Group IV Loan shall be repaid in accordance with the terms of either party the Group IV Loan. (vi) If this Agreement is terminated by Buyer pursuant to Section 9.1(e) or (if), then the following provisions shall apply: (1) compel specific performance by the other party If termination is with respect to all Group Sales and if Seller is in breach of its obligations under this Agreement to consummate such Group Sales, Buyer shall have the right to pursue all legal and equitable remedies available to it. (2) If termination is with respect only to the Group IV Sale and if Seller is in breach of its obligations under this Agreement to consummate such Group Sale, Buyer shall have the right to pursue all legal and equitable remedies available to it in respect of the Group IV Sale. (3) If and to the extent the following agreements have been entered into and to the extent expressly provided therein (but subject to the acceleration, termination and other provisions thereof), the provisions of the TBAs applicable in the event of termination, the Intercreditor Agreement, the Clear Channel Loan Agreement (and the promissory note and the Security Documents delivered pursuant thereto), and the Group IV-A Note and the Group IV-B Note (and the security documents delivered pursuant thereto) shall remain in full force and effect and shall be unimpaired by any termination of this Agreement. (c) If the Group I Sale has been consummated pursuant to the Group I Purchase Agreement with respect to any of the Repurchase Assets, and (i) this Agreement is terminated with respect to (A) all Group Sales or (B) the Group II/III Sale and the Group V Sale or (ii) seek any the Group II/III Closing and the Group V Closing have not occurred on or before the Termination Date, the parties shall have the following rights and obligations: (1) If this Agreement has been terminated other remedy under law than as a result of Seller's breach or default of its obligations hereunder, PCC shall have the right to cause Buyer to sell back to PCC, and upon request by PCC, Buyer shall sell back to PCC, the Group I Repurchase Assets in equityaccordance with and subject to 69 - 64 - the terms and conditions set forth in Section 6.10 of the Group I Purchase Agreement. (2) If this Agreement has been terminated other than as a result of Buyer's breach or default of its obligations hereunder, Buyer shall have the right to cause PCC to repurchase from Buyer, and upon the request of Buyer, PCC shall repurchase from Buyer, the Group I Repurchase Assets in accordance with and subject to the terms and conditions set forth in Section 6.10 of the Group I Purchase Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 8.1 hereof, written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreementparty, and and, except as set forth below, this Agreement shall terminate and be void and have no effect and the transactions contemplated hereby and thereby shall be abandoned without further action abandoned; PROVIDED that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Seller Buyer or BuyerDuPont of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by 111 the other party as a result of such failure or breach. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (a) Buyer shall return each party hereto will redeliver, and will cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any material of the Division Entities or their respective employees, agents or representatives each party hereto relating to the transactions contemplated hereby and by the Restructuring Agreementshereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and ; (b) all confidential information Information received by Buyer with respect to the Division business, operations, Assets or financial condition of DuPont or its Subsidiaries shall be treated in accordance with Section 5.2(b) hereof and remain subject to the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which madeAgreement; (c) If DuPont agrees that all confidential information received by DuPont or its Affiliates or their Representatives with respect to Buyer or this Agreement is terminated and or the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for be kept confidential (subject to the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained proviso in Section 5.2(b5.15(a)) hereof and notwithstanding the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitationAgreement; and (d) Such notwithstanding the termination hereof, the following Sections of this Agreement shall not be deemed to release remain in full force and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to effect: (i) compel specific performance by the other party of its obligations under this Agreement or Sections 3.16 and 4.4 relating to brokers, (ii) seek any other remedy under law or in equitythe penultimate sentence of Section 5.2 relating to confidentiality matters, (iii) Section 9.13 relating to certain expenses and (iv) Sections 8.1 and 8.2.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements this Agreement pursuant to Section 10.1 hereof8.1, written notice thereof shall forthwith be given by the party Party so terminating to the other party to this AgreementParties, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyerany Party. If this Agreement is terminated pursuant to Section 10.1 hereof8.1: (a) Buyer each Party shall return redeliver all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other Party relating to the transactions contemplated hereby and by the Restructuring Agreementsthis Agreement, whether so obtained before or after the execution hereof, to the party Party furnishing the samesame or, upon prior written notice to such Party, shall destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, and all confidential information received by Buyer any Party with respect to the Division other Parties shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Sectionand Section 6.2(b); (b) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof hereto shall, at the option of either Party, and to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If notwithstanding any provision in this Agreement is terminated and to the transactions contemplated hereby are abandoned as described in this Section 10.2contrary, this Agreement there shall become null and void and be no Liability hereunder on the part of no further force any of Parent, Buyer or effectany of their respective directors, officers, employees, Affiliates, agents or representatives, except for that (i) if the basis of termination is a breach by Parent or Buyer, as the case may be, of one or more of the provisions of this Agreement, then the breaching Party shall be liable to the non-breaching Party, and (ii) the obligations provided for in Sections 5.6this Section 8.2 and Section 6.2(b) (Access to Information) Section 6.4 (Public Announcements), 10.2Section 9.1 (Fees and Expenses), 12.3Section 9.2 (Notices), 12.10 Section 9.3 (Severability), Section 9.8 (Consent to Arbitration), Section 9.9 (Waiver of Jury Trial) and 12.11 hereof, the confidentiality provision contained in Section 5.2(b9.10 (Governing Law) hereof and in the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitationtermination; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained notwithstanding anything set forth in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equitythe Confidentiality Agreement to the contrary, the Confidentiality Agreement will survive the termination of this Agreement for a period of two years following the date of such termination and the term of the Confidentiality Agreement will be automatically amended to be extended for such additional two year period.

Procedure and Effect of Termination. In the event of the --------------------------------------- termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements parties hereto pursuant to Section 10.1 9.1 hereof, written notice thereof shall be given by the party so terminating to the other party to this Agreement, parties and this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or BuyerHoldings and Parent. If this Agreement is terminated pursuant to Section 10.1 9.1 hereof: (a) Buyer each party shall return redeliver all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other parties relating to the transactions contemplated hereby and by the Restructuring Agreementshereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer any party hereto with respect to the Division other party shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred pursuant to in such SectionSection 6.2(b) hereof; (b) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof hereto shall, at the option of Holdings, and to the extent practicable, be withdrawn from the agency or other Person to which made;; and (c) If this Agreement is terminated and there shall be no liability or obligation hereunder on the transactions contemplated hereby are abandoned as described in this Section 10.2part of the Sellers, this Agreement shall become null and void and the Company, Holdings, Parent or Merger Sub or any of no further force their respective officers, managers, directors, employees, partners, Affiliates, controlling Persons, agents, advisors or effectRepresentatives, except that (i) Holdings or Parent, as the case may be, may have liability to the other party if the basis of termination is a willful, material breach by Holdings or Parent, as the case may be, of one or more of the provisions of this Agreement, including but not limited to liability for the non-breaching party's expenses related to the transaction including fees and expenses of counsel, accountants or other professionals retained for the purpose of considering the transaction, (ii) Parent shall reimburse Holdings for the cost of conducting the Audit and (iii) that the obligations provided for in Sections 5.6Section 6.2(b), 10.2Section 10.2 and, 12.3except as modified by clause (i), 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) 11.5 hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equitytermination.

Procedure and Effect of Termination. In the event of the a termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements any party pursuant to Section 10.1 hereof, 14.1: (a) The terminating party shall give prompt written notice thereof shall be given by the party so terminating to the other party to this Agreementparties, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned abandoned, without further action by Seller or Buyer. If this Agreement is terminated pursuant to Section 10.1 hereof: (a) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employeesparties hereto; (b) All further obligations of the parties hereunder shall terminate, agents or representatives except that the obligations in Sections 6.5 (Confidentiality; No Hire), 15.3 (Public Announcements), 15.8 (Governing Law) and 15.12 (Expenses) hereof shall survive; (c) All filings, applications and other submissions relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof herein shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such In the event of the termination of this Agreement as provided in Section 14.1, written notice thereof shall not forthwith be deemed given to release the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement (except as set forth in Section 14.2(b)) shall not forthwith become null and void, and there shall be no liability on the part of the Seller, the Buyer and the Parent; provided, however, that nothing in this Section 14.2 shall relieve either any party hereto from any liability for any breach or violation by (occurring prior to any such party termination) of any of its representationsthe covenants, warranties, covenants representations or agreements contained set forth in this Agreement, nor shall . (e) To the extent that the Seller notifies the Buyer in writing no less than five (5) Business Days prior to the Closing Date of the existence of a Material Adverse Effect (describing the Material Adverse Effect in reasonable detail) and the Seller qualifies its representations and warranties therein by stating that such termination impair Material Adverse Effect has occurred (which would cause one of the rights of either party Buyer’s conditions to (i) compel specific performance by close the other party of its obligations under transactions contemplated hereby not to be fulfilled and would give the Buyer the right to terminate this Agreement pursuant to Section 14.1(c)) and the Buyer nonetheless closes the transactions contemplated hereby, then, the Buyer may not seek indemnification hereunder with respect to such Material Adverse Effect; provided, however, that if the Seller is unable to, or otherwise does not, give at least five (ii5) seek Business Days notice as provided in this Section the Closing Date, at the election of the Buyer, shall be postponed so as to permit no less than five (5) Business Days between the date of such notice and the Closing Date. (f) None of the parties hereto may rely on the failure of any other remedy under law condition to its obligation to consummate the transaction contemplated hereby set forth in Section 12.1, 12.2 or in equity12.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its efforts required of such party herein to consummate the transactions hereby.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof8.1, written notice thereof shall forthwith be given by the party Party so terminating to the other party to this AgreementParties, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyerany Party. If this Agreement is terminated pursuant to Section 10.1 hereof8.1: (a) Buyer each Party shall return redeliver all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other Party relating to the transactions contemplated hereby and by the Restructuring Agreementshereby, whether so obtained before or after the execution hereof, to the party Party furnishing the samesame or, upon prior written notice to such Party, shall destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, and all confidential information received by Buyer any Party with respect to the Division other Parties shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Sectionand Section 6.2(b); (b) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof hereto shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If there shall be no liability or obligation hereunder on the part of any Seller, Buyer or any of their respective directors, officers, employees, Affiliates, agents or representatives except that (i) if the basis of termination is a willful and material breach by Sellers of one or more of the provisions of this Agreement is terminated Agreement, the breaching Party shall be liable to Buyer for damages resulting from such breach, and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for (ii) the obligations provided for in this Section 8.2 and Sections 5.66.5 (Public Announcements), 10.28.3 (Reverse Termination Fee), 12.39.1 (Fees and Expenses), 12.10 9.2 (Notices), 9.3 (Severability), 9.7 (Consent to Jurisdiction), 9.8 (Waiver of Jury Trial) and 12.11 hereof, the confidentiality provision contained in Section 5.2(b9.10 (Governing Law) hereof and in the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitationtermination; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements notwithstanding anything contained in this AgreementAgreement or the Confidentiality Agreement to the contrary, nor shall the Confidentiality Agreement will survive the termination of this Agreement for a period of two (2) years following the date of such termination impair and the rights term of either party the Confidentiality Agreement will be automatically amended to be extended for such additional two (i2) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equityyear period.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment by either or both of the transactions contemplated hereby and by the Ancillary Agreements Post-Newsweek and/or Meredith pursuant to Section 10.1 hereof13.1, prompt written notice thereof shall sxxxx xxxthwith be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller any of the parties hereto, but subject to and without limiting any of the rights of the parties specified herein in the event a party is in default or Buyerbreach in any material respect of its obligations under this Agreement. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (a1) Buyer None of the parties hereto nor any of their respective directors, officers, shareholders, employers, agents, or Affiliates shall return all documents, work papers and have any liability or further obligation to the other materials (and all copies thereof) obtained from Seller or the Company party or any of the Division Entities or their respective directors, officers, shareholders, employees, agents agents, or representatives Affiliates pursuant to this Agreement with respect to which termination has occurred, except for Post Newsweek and Meredith (but not including Post-Newsweek's or Meredith's, directoxx, xxxxcers, shareholders, employers, agents, or Affiliates) as stated in Sections 10.2, 13.2(b) and 15.1 hereof; and (2) All filings, applications and other submissions relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, as to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof which termination has occurred shall, to the extent practicable, be withdrawn from the agency or other Person person to which made;. (c1) If both (x) this Agreement is terminated pursuant to Section 13.1 by any party for any reason and the transactions contemplated hereby are abandoned as described (y) (i) Meredith shall be in breach in a material respect of any of its obxxxxxxxxs, representations, warranties or covenants set forth in this Agreement or (ii) neither Post-Newsweek nor Meredith shall be in breach in a material respect of any of their xxxxxxxxons, representations, warranties or covenants set forth in this Agreement, then and in that event, the Escrow Amount shall be returned to Post-Newsweek and if Meredith shall be in breach in a material respect of any of its obxxxxxxxxs, representations, warranties or covenants under this Agreement, Post-Newsweek shall have the right to pursue recovery of damages for breach of contract; provided, however that notwithstanding anything in this Agreement to the contrary, (i) except as expressly set forth in Section 10.214.3(b)(3) and in Section 14.3(c), Meredith shall have no liability for, and Post-Newsweek waives and releases, and shall have no recourse against Meredith as a result of, any breach of the representation or warraxxx xxx forth in Section 6.5 or any breach of any of the representations and warranties set forth in Section 6.3, 6.4 or 6.11 with respect to a First Media Matter, and (ii) the aggregate liability of Meredith for a breach by it under this Agreement shall become null not exceed xx xxxxxt equal to the Escrow Amount, and void Post-Newsweek waives and releases, and shall have no recourse against Meredith for, any damages in excess of no further force such amount. (0) Xf both (x) this Agreement is terminated pursuant to Section 13.1 by any party for any reason and (y) Post-Newsweek shall be in breach in a material respect of any of its obligations, representations, warranties or effectcovenants set forth in this Agreement, except then and in that event, Meredith shall have the right to receive the Escrow Amount as liquxxxxxx xamages for and as the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 exclusive remedy of Meredith as a consequence of Post- Newsweek's default (which aggrexxxx xxxunt the parties agree is a reasonable estimate of the damages that will be suffered by Meredith and 12.11 hereofdoes not constitute a penalty, the confidentiality provision contained parties hereby ackxxxxxxxxng the inconvenience and nonfeasibility of otherwise obtaining an adequate remedy); (3) Without limiting the generality of the foregoing, or any applicable law, neither Post-Newsweek, on the one hand, nor Meredith, on the other hand, may rely on the failure of any conditxxx xxxxedent set forth in Section 5.2(b) hereof and the Confidentiality Agreement referred 11 to in such Section shall survive any such be satisfied as a ground for termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party if such failure was caused by such party's failure to act in good faith, or a breach of any of or failure to perform its representations, warranties, covenants or agreements contained other obligations in this Agreement, nor shall such termination impair accordance with the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equityterms hereof.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment by either or both of the transactions contemplated hereby and by the Ancillary Agreements Allscripts and/or RxCentric pursuant to Section 10.1 hereof14.1, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller any of the parties hereto, but subject to and without limiting any of the rights of the parties specified herein in the event a party is in default or Buyerbreach in any material respect of its obligations under this Agreement. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (ai) Buyer None of the parties hereto nor any of their directors, officers, stockholders, employers, partners, agents, or Affiliates shall return all documents, work papers and have any liability or further obligation to the other materials (and all copies thereof) obtained from Seller or the Company party or any of the Division Entities or their respective directors, officers, stockholders, employees, agents partners agents, or representatives Affiliates pursuant to this Agreement with respect to which termination has occurred, except as stated in Sections 14.2(b), 15.1, and 16.6 hereof; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, as to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof which termination has occurred shall, to the extent practicable, be withdrawn from the agency or other Person person to which made;. (cb) If (i) both (A) this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this pursuant to Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability 14.1 by Allscripts for any reason and (B) if RxCentric shall be in breach or violation by such party in a material respect of any of its representations, warranties, covenants or agreements contained obligations under this Agreement after all conditions precedent to RxCentric’s obligations have been satisfied and Allscripts is not in this Agreement, nor shall such termination impair the rights breach in a material respect of either party to (i) compel specific performance by the other party any of its obligations under this Agreement and Allscripts stands ready, willing and able to perform Allscripts’ obligations under this Agreement or (ii) seek this Agreement is terminated pursuant to Section 14.1(d), then and in that event, Allscripts shall have the right to either (1) recover from RxCentric as agreed and liquidated damages, and not as a penalty, the sum of $250,000 or (2) in lieu of monetary damages, the right to specific performance of this Agreement and to compel RxCentric to comply with its obligations under this Agreement. Notwithstanding the foregoing, RxCentric shall not be obligated to pay Allscripts $250,000 or to specifically perform under this Agreement, as set forth in the preceding sentence, if RxCentric is unable to meet a condition to Closing that is not within its control. By way of example only and without limiting applicability of the preceding sentence, failure to obtain stockholder consent (Section 8.1), failure to obtain customer consents (Section 9.2) or the failure of any of the Key Employees to accept employment with Allscripts (Section 9.7) shall not obligate RxCentric to pay Allscripts $250,000 or to specifically perform under this Agreement. In recognition of the unique character of the Assets to be sold hereunder and the damages which Allscripts will suffer in the event of a breach by RxCentric, RxCentric hereby waives any defense that Allscripts has an adequate remedy at law for the breach of this Agreement by RxCentric. (c) If (i) both (A) this Agreement is terminated pursuant to Section 14.1 by RxCentric for any reason and (B) if Allscripts shall be in breach in a material respect of any of its obligations under this Agreement after all conditions precedent to Allscripts’ obligations have been satisfied and RxCentric is not in breach in a material respect of any of its obligations under this Agreement and RxCentric stands ready, willing and able to perform RxCentric’s obligations under this Agreement, or (ii) this Agreement is terminated pursuant to Section 14.1(c), then and in that event, RxCentric shall have the right to recover from Allscripts as agreed and liquidated damages, and not as a penalty, the sum of $250,000. (d) Without limiting the generality of the foregoing, or any applicable law, neither RxCentric nor Allscripts may rely on the failure of any condition precedent set forth in Article VIII or IX, respectively, to be satisfied if such failure was caused by such party’s failure to act in good faith, or a breach of or failure to perform its representations, warranties, covenants or other remedy under law or obligations in equityaccordance with the terms hereof.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements Transactions pursuant to Section 10.1 hereof8.1, written notice thereof shall will forthwith be given by the party Party so terminating to the other party to this AgreementParty, and this Agreement shall will terminate and the transactions contemplated hereby and thereby shall will be abandoned without further action by Seller or Buyerany Party. If this Agreement is terminated pursuant to Section 10.1 hereof8.1: (a) Buyer shall return each Party will: (i) redeliver all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives other Party relating to the transactions contemplated hereby and by the Restructuring AgreementsTransactions, whether so obtained before or after the execution hereof, to the party Party furnishing the samesame or (ii) upon prior written notice to such Party, will destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, in each case of sub-clause (i) and (ii), subject to the same exceptions set out in Section 6 of the Confidentiality Agreement, and all confidential information received by Buyer any Party with respect to the Division shall other Parties will be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Sectionand Section 6.2(c); (b) At the option of Seller, all Filingsfilings, applications and other submissions or requests for consents or waivers made pursuant to Sections 5.3, 5.4 and 5.5 hereof shallhereto will, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If notwithstanding any provision in this Agreement is terminated and to the transactions contemplated hereby are abandoned as described in this Section 10.2contrary, this Agreement shall become null and void and there will be no Liability hereunder on the part of no further force any party hereto or effectany of their respective directors, officers, employees, Affiliates, agents or representatives, except for that (i) if the basis of termination is a breach by a party hereto of one or more of the provisions of this Agreement, then the breaching party will be liable to the relevant non-breaching party, and (ii) the obligations provided for in Sections 5.6this Section 8.2, 10.2Section 6.2(c) (Access to Information), 12.3Section 6.5 (Public Announcements), 12.10 Section 10.1 (Fees and 12.11 hereofExpenses), the confidentiality provision contained in Section 5.2(b10.2 (Notices), Section 10.3 (Severability), Section 10.8 (Consent to Jurisdiction), Section 10.9 (Waiver of Jury Trial) and Section 10.10 (Governing Law) hereof and will survive any such termination; (d) notwithstanding anything set forth in this Agreement or the Confidentiality Agreement referred to in such Section shall the contrary, the Confidentiality Agreement will survive any such the termination of this Agreement without limitation; andfor a period of five years following the date of such termination and the term of the Confidentiality Agreement will be automatically amended to be extended for such additional five year period; (de) Such termination shall not if this Agreement is terminated by Seller or Buyer pursuant to Section 8.1(d) and all conditions to the obligations of the Parties set forth in Article VII (other than the condition set out in Section 7.1(c) (CFIUS Approval) and those conditions that by their nature are to be deemed fulfilled at the Closing, but subject to release and shall not relieve either party hereto from any liability for any breach the satisfaction or violation by waiver of such party of any of its representations, warranties, covenants conditions) have been satisfied or agreements contained waived in accordance with this Agreement, nor then Buyer shall pay, or cause to be paid, to Seller an amount equal to $120,000,000 (such payment, the “Termination Fee”), by wire transfer of immediately available funds within five Business Days following such termination impair to a bank account nominated by Seller as at the rights date of either party termination. The Parties acknowledge and agree that (i) the fees and other provisions of this Section 8.2 are an integral part of the Transactions, (ii) the Termination Fee, if and when paid, shall constitute liquidated damages (and not a penalty) and the sole and exclusive remedy of Seller, any Company Group Member or any of their respective Affiliates against Buyer and its Affiliates for all Liabilities, losses and damages in respect of this Agreement or the Transactions and (iii) without these agreements, the Parties would not have entered into this Agreement. If Buyer fails to pay the Termination Fee when due, (x) such fee shall accrue interest for the period commencing on the sixth Business Day following the termination of this Agreement through the date the Termination Fee is actually paid, at a rate equal to (i) compel specific performance the rate of interest published from time to time by The Wall Street Journal, Eastern Edition, as the “prime rate” at large U.S. money center banks on the date this Agreement is terminated plus (ii) two percentage points (2.0%) and (y) Buyer shall also pay to Seller in addition to the Termination Fee and such other party amounts, all of Seller’s costs and out-of-pocket expenses (including attorneys’ fees) incurred in connection with all actions to collect the Termination Fee and such other amounts. Upon payment of the Termination Fee and such other amounts to Seller pursuant to Section 8.2(e), none of Buyer or its obligations under Affiliates shall have any further liability to Seller, any Company Group Member or any of their respective Affiliates relating to or arising out of this Agreement or (ii) seek any other the Transactions, and for the avoidance of doubt, no remedy under law Section 10.12 will be available to the Seller, any Company Group Member or in equityany of their respective Affiliates.

Procedure and Effect of Termination. 8.2.1 Termination of this Agreement by either Buyer or Seller shall be by delivery of a Notice to the other Party. Such Notice shall state the termination provision in this Agreement that such terminating Party is claiming provides a basis for termination of this Agreement. Termination of this Agreement pursuant to the provisions of Section 8.1 shall be effective upon and as of the date of delivery of such Notice as determined pursuant to Section 9.2. 8.2.2 If a Party waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part. 8.2.3 If this Agreement is terminated, the Parties are released from all of their obligations under this Agreement, except that each Party’s obligations under Sections 5.2, 7.2, 8.2, 9.1, 9.2, 9.3, 9.5, 9.9, 9.10 and 9.11 will survive. 8.2.4 As soon as practicable following a termination of this Agreement for any reason, but in no event more than thirty (30) days after such termination, Buyer and Seller shall, to the extent practicable, withdraw all filings, applications and other submissions relating to the transactions contemplated by this Agreement filed or submitted by or on behalf of such Party, any Governmental Authority or other Person. 8.2.5 Notwithstanding Section 8.2.3, in the event of a termination of this Agreement by Seller pursuant to Section 8.1.2 or Section 8.1.8(A), then Buyer and Seller shall, within two (2) Business Days after the date of such termination, deliver joint written instructions (“Joint Written Instructions”) to the Escrow Agent directing the Escrow Agent to deliver to Seller an amount equal to the Deposit plus any accrued investment interest thereon. Buyer acknowledges that the agreements contained in this Section 8.2.5 are an integral part of the Transactions, and that without these agreements, Seller would not have entered into this Agreement; accordingly, if Buyer fails to deliver such Joint Written Instructions or pay any amount due pursuant to this Section 8.2.5 and, in order to obtain the payment, Seller commences a Litigation which results in a judgment against Buyer for any payment set forth in this Section 8.2.5, Buyer shall pay Seller its costs and expenses (including attorneys’ fees and disbursements) in connection with such Litigation, together with interest on such payment at 3% per annum (for the avoidance of doubt, using the payment described in this sentence as the applicable payment) through the date such payment was actually received. 8.2.6 Notwithstanding Section 8.2.3 and subject to Section 8.2.5, in the event of a termination of this Agreement by Seller other than pursuant to Section 8.1.2 or Section 8.1.8(A), then Buyer and Seller shall, within two (2) Business Days after the date of such termination, deliver Joint Written Instructions to the Escrow Agent directing the Escrow Agent to deliver to Buyer an amount equal to the Deposit plus any accrued investment interest thereon (less any fees or expenses owing to the Escrow Agent). 8.2.7 In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof, written notice thereof shall be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyer. If this Agreement is terminated pursuant to Section 10.1 hereof: 8.1: (aA) Buyer shall return all documents, work papers documents and other materials (and all copies thereof) obtained material received from Seller relating to Seller and its Affiliates, the Products, the Purchased Assets or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring AgreementsTransactions, whether so obtained before or after the execution hereof, to the party furnishing the same, Seller; and (B) all confidential information received by Buyer with respect to Seller and its Affiliates, the Division Products, the Purchased Assets or the Transactions shall be treated in accordance with Section 5.2(b) hereof the Confidentiality Agreement, and with the Confidentiality Agreement referred to remaining in such Section; (b) At full force and effect in accordance with its terms, notwithstanding the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements this Agreement pursuant to Section 10.1 hereof8.1, written notice thereof shall will forthwith be given by the party Party so terminating to the other party to this AgreementParty, and this Agreement shall will terminate and the transactions contemplated hereby and thereby shall will be abandoned without further action by Seller or Buyerany Party. If this Agreement is terminated pursuant to Section 10.1 hereof:8.1: 65 US 167664346 HB: 4845-7978-5147.2 (a) Buyer promptly upon a written request by or on behalf of other Party, but no later than seven (7) Business Days thereafter, each Party shall return destroy (and certify to such destruction in writing by an authorized signatory) all documents, work papers and other materials (related to this Agreement and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby in such Party’s or its representatives’ possession or to which either such Party or its representatives have access. Notwithstanding the foregoing, such Party’s representatives shall (i) be permitted to retain a copy of such documents, work papers and by the Restructuring Agreements, whether so obtained before or after the execution hereof, other materials to the party furnishing the sameextent required to comply with applicable Law or Governmental Entity, and all confidential information received by Buyer with respect (ii) not be required to destroy, delete or modify any backup tapes or other medial pursuant to automated electronic archival processes in such Party’s ordinary course of business, provided in each case (i) and (ii) herein, any such documents, work papers and other materials retained shall remain subject to the Division shall be treated in accordance with Section 5.2(b) hereof and confidentiality obligations of the Confidentiality Agreement referred to in and Section 6.2(c) for so long as such Section; documents, work papers and other materials are retained; (b) At the option of Seller, all Filingsfilings, applications and other submissions made pursuant to Sections 5.3hereto will, 5.4 at the option of the Party making the application filing, application or submission, and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; ; and (c) If notwithstanding any provision in this Agreement is terminated and to the transactions contemplated hereby are abandoned as described in this Section 10.2contrary, this Agreement shall become null and void and there will be no Liability hereunder on the part of no further force or effectany Party hereto, except for that (i) if the basis of termination is a breach by Seller or Buyer, as the case may be, of one or more of the provisions of this Agreement, then the breaching Party will be liable to the non-breaching Party, and (ii) the obligations provided for in Sections 5.6this Section 8.2 and Section 6.2(c) (Access to Information), 10.2Section 6.5 (Public Announcements), 12.3Section 10.1 (Fees and Expenses), 12.10 Section 10.2 (Notices), Section 10.3 (Severability), Section 10.8 (Consent to Jurisdiction), Section 10.9 (Waiver of Jury Trial) and 12.11 hereof, the confidentiality provision contained in Section 5.2(b10.10 (Governing Law) hereof and in the Confidentiality Agreement referred to in such Section shall will survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity.termination. ARTICLE IX

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 8.1 hereof, written notice thereof shall forthwith be given by the party so terminating to the other party to party, and, except as set forth in this AgreementSection 8.2, and this Agreement shall terminate and be void and have no effect and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller and there shall be no Liability or Buyerobligation on the part of any party hereunder. For the avoidance of doubt, subject to the provisions of Section 9.7, prior to the termination of this Agreement, each party shall be entitled to seek specific performance of the obligations of the other party under this Agreement in the event of an Intentional Breach. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (ai) Buyer shall each party hereto will return or destroy, at the recipient party’s option, and will cause its agents (including attorneys and accountants) to return or destroy, all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any material of the Division Entities or their respective employees, agents or representatives other party hereto relating to the transactions contemplated hereby and by the Restructuring Agreementshereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and ; (ii) all confidential information Information received by Buyer with respect to the Division business, operations, Assets or financial condition of SEE or its Subsidiaries shall be treated remain subject to the Confidentiality Agreement in accordance with Section 5.2(bthe terms thereof; (iii) hereof and notwithstanding the termination hereof, the Confidentiality Agreement, the Limited Guaranty, the following sections of this Agreement referred shall remain in full force and effect: (A) Section 3.17 and Section 4.9 relating to in such Section;brokers, (B) the second and third sentences of Section 5.2 relating to confidentiality matters, (C) Section 8.1 and this Section 8.2, and (E) Section 9.1, Section 9.5, Section 9.6, Section 9.7 (but only as it relates to another surviving provision), Section 9.8, Section 9.9, Section 9.12, Section 9.14, and Section 9.16. (b) At Notwithstanding Section 8.2(a) or anything else in this Agreement, in the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If event that this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement pursuant to Section 8.1(e) or pursuant to Section 8.1(f); or (ii) seek any other remedy under law or in equity.pursuant to Section 8.1(b) at a time at which SEE would have been entitled to terminate pursuant to Section 8.1(e), then Buyer shall pay to SEE the Reverse Termination Fee by wire transfer of immediately available funds within two (2) Business Days

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements Transition Agreement pursuant to Section 10.1 hereof, written notice thereof shall be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyer. If this Agreement is terminated pursuant to Section 10.1 hereof: (a) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Ancillary Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any willful breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this AgreementAgreement arising prior to such termination, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or except as provided in equitySection 10.2(e).

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment by either or both of the transactions contemplated hereby and by the Ancillary Agreements Buyer and/or Seller pursuant to Section 10.1 hereof9.1, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller any of the parties hereto, but subject to and without limiting any of the rights of the parties specified herein in the event a party is in default or Buyerbreach in any material respect of its obligations under this Agreement. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (a1) Buyer shall return all documentsNone of the parties hereto nor any of their respective partners, work papers and other materials directors, officers, shareholders, employers, agents, or Affiliates (and all copies thereof) obtained from including any shareholder, partner, director, officer, employee, agent or Affiliate of the general partner of the Seller or of the Company general partner of the Seller's general partner) shall have any liability or further obligation to the other party or any of the Division Entities or their respective partners, directors, officers, shareholders, employees, agents agents, or representatives Affiliates pursuant to this Agreement with respect to which termination has occurred, except for Seller and Buyer (but not including Seller's or Buyer's partners, directors, officers, shareholders, employers, agents, or Affiliates (or any shareholder, partner, director, officer, employee, agent or Affiliate of the general partner of the Seller or of the general partner of Seller's general partner)) as stated in Sections 3.18, 4.5, 6.4, 9.2(b) and 11.1 hereof; and (2) All filings, applications and other submissions relating to the transactions contemplated hereby and by the Restructuring Agreements, whether so obtained before or after the execution hereof, as to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof which termination has occurred shall, to the extent practicable, be withdrawn from the agency or other Person person to which made. (1) If both (x) this Agreement is terminated pursuant to Section 9.1 (other than as set forth in subsections(3) and (4) of this Section 9.2(b)) by any party for any reason and (y) (I) Seller shall be in breach in a material respect of any of its obligations, representations, warranties or covenants set forth in this Agreement or (ii) neither Buyer nor Seller shall be in breach in a material respect of any of their obligations, representations, warranties or covenants set forth in this Agreement, then and in that event, the Escrow Amount shall be returned to Buyer and if Seller shall be in breach in a material respect of any of its obligations, representations, warranties or covenants under this Agreement, Buyer shall have the right to pursue all legal or equitable remedies for breach of contract or otherwise; (c2) If both (x) this Agreement is terminated pursuant to Section 9.1 (other than as set forth in subsections (3) and (4) of this Section 9.2(b)) by any party for any reason and (y) Buyer shall be in breach in a material respect of any of its obligations, representations, warranties or covenants set forth in this Agreement, then and in that event, Seller shall have the right to receive the Escrow Amount as liquidated damages for and as the exclusive remedy of Seller as a consequence of Buyer's default (which aggregate amount the parties agree is a reasonable estimate of the damages that will be suffered by Seller and does not constitute a penalty, the parties hereby acknowledging the inconvenience and nonfeasibility of otherwise obtaining an adequate remedy); (3) If this Agreement is terminated by Seller pursuant to Section 9.1(e), then in that event, Seller shall have the right to receive the Escrow Amount as liquidated damages for and as the transactions contemplated exclusive remedy of Seller as a consequence thereof (which aggregate amount the parties agree will be suffered by Seller and does not constitute a penalty, the parties hereby are abandoned as described in this Section 10.2, acknowledging the inconvenience and nonfeasibility of otherwise obtaining an adequate remedy); (4) If this Agreement is terminated pursuant to Section 9.1(f) by any party, then in that event the Escrow Amount shall become null be returned to Buyer and void and Buyer shall have no recourse against Seller, including no right to pursue any legal or equitable remedy for breach of no further force contract or effectotherwise; and (5) Without limiting the generality of the foregoing, except for or any applicable law, neither Buyer, on the obligations provided for in Sections 5.6one hand, 10.2nor Seller, 12.3on the other hand, 12.10 and 12.11 hereof, may rely on the confidentiality provision contained failure of any condition precedent set forth in Section 5.2(b) hereof and the Confidentiality Agreement referred 7 to in such Section shall survive any such be satisfied as a ground for termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party if such failure was caused by such party's (or parties') failure to act in good faith, or a breach of any of or failure to perform its representations, warranties, covenants or agreements contained other obligations in this Agreement, nor shall such termination impair accordance with the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equityterms hereof.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 hereof8.1 or a termination of this Agreement pursuant to Section 8.4, written notice thereof shall forthwith be given by the party so terminating to the all other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyer. If this Agreement is terminated pursuant to Section 10.1 hereofParties and: (a) Buyer shall Each of the Purchaser and the Seller will immediately at its expense return to the other Party all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any material of the Division Entities or their respective employees, agents or representatives other Party and its Affiliates relating to the transactions contemplated hereby and by the Restructuring Agreementsobtained from that other Party or its Affiliates, whether so obtained before or after the execution hereof, and all copies, extracts or other reproductions, in whole or in part thereof which may have been by or on behalf of the Purchaser or the Seller or their respective representatives, as the case may be, and shall deliver to the party furnishing other Party or destroy all notes or memorandum or other stored information of any kind containing, reflecting or derived from such documents, work papers and other material, except that one archival copy may be retained by each Party's outside counsel or in-house counsel. The return or destruction, as applicable, of such documents, work papers and other material (and all copies, extracts or other reproductions in whole or in part thereof) pursuant to this Section 8.2(a) shall be certified in writing by an authorized officer supervising the same. Notwithstanding such return or destruction, each of the Purchaser and all the Seller shall not use or disclose to any Person any confidential information received by Buyer with respect to derived from the Division documents, work papers and other material of the other Party and shall be treated responsible for preventing the disclosure of any such information as provided in accordance with Section 5.2(b5.6(b) hereof and the Confidentiality Agreement referred to in such Section(c); (b) At All obligations of the option Parties hereunder shall terminate, except for the confidentiality obligations under the Confidentiality Agreement and the Prior Confidentiality Agreement, Article X [Dispute Resolution] and Sections 5.6(b) and (c) [Confidentiality], 8.2 [Procedure and Effect of SellerTermination], all Filings11.8 [Expenses] and 11.16 [Publicity]; provided, applications and other submissions made however, that termination pursuant to Sections 5.3, 5.4 such Section 8.1 and 5.5 hereof shall, 8.4 will not relieve a defaulting or breaching Party from any liability to the extent practicableother Party hereto, be withdrawn from the agency or other Person to which madeunless expressly otherwise provided herein; (c) If this Agreement is terminated The Purchaser or its Permitted Transferees or Third Party transferees shall, and shall cause their Affiliates to, assign any rights it or its Affiliates may have pursuant to the transactions contemplated hereby are abandoned Trademarks to the Seller or such of the Seller's Affiliates as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitationSeller may designate; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained Other than as set forth in this Article VIII, neither Party hereto shall have any further obligation pursuant to this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements pursuant to Section 10.1 8.1 hereof, written notice thereof shall forthwith be given by the party so terminating to the other party to party, and, except as set forth in this AgreementSection 8.2, and this Agreement shall terminate and be void and have no effect and the transactions contemplated hereby and thereby shall be abandoned without further action abandoned; provided that (x) the termination of this Agreement shall not relieve DuPont from liability for any Intentional Breach of this Agreement and (y) subject to Section 8.2(d) (including the limitation of liability set forth therein) in the case of Buyer, the termination of this Agreement under circumstances in which the Reverse Termination Fee is not payable pursuant to Section 8.2(b) shall not relieve Buyer from liability for damages incurred by Seller DuPont or its Subsidiaries as a result of any Intentional Breach of this Agreement by Buyer. If this Agreement is terminated pursuant to Section 10.1 hereofas provided herein: (ai) Buyer shall return each party hereto will destroy, and will direct its agents (including attorneys and accountants) to destroy, all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any material of the Division Entities or their respective employees, agents or representatives each party hereto relating to the transactions contemplated hereby (other than any documents, work papers and by the Restructuring Agreementsother material relating to any payments pursuant to this Section 8.2(a), Section 8.2(b) or Section 8.2(d)), whether so obtained before or after the execution hereof, to the party furnishing the same, and ; (ii) all confidential information Information received by Buyer with respect to the Division business, operations, Assets or financial condition of DuPont or its Subsidiaries or the Joint Ventures shall be treated remain subject to the Confidentiality Agreement; (iii) notwithstanding the termination hereof, the Confidentiality Agreement, the Limited Guarantees and the following Sections of this Agreement shall remain in full force and effect: (A) Sections 3.16 and 4.4 relating to brokers, (B) the penultimate sentence of Section 5.2 relating to confidentiality matters, (C) the expense reimbursement and indemnification obligations of Buyer in Section 5.21(d), (D) Section 5.21(e), (E) Section 9.12 relating to certain expenses, (F) Section 8.1 and this Section 8.2 and (G) Article IX. (b) In the event DuPont shall terminate this Agreement in accordance with Section 5.2(b8.1(e) hereof or Section 8.1(f), Buyer shall pay, or cause to be paid, to DuPont an amount (the "Reverse Termination Fee") equal to $330,750,000 by wire transfer of immediately available funds not later than the second (2nd) Business Day following such termination, it being understood that in no event shall the Reverse Termination Fee be payable on more than one occasion, whether by Buyer or the Guarantors under the Limited Guarantees. The parties agree that, in the circumstances in which the Reverse Termination Fee is payable, the Reverse Termination Fee is liquidated damages and not a penalty, and the Confidentiality Agreement referred to payment of the Reverse Termination Fee in such Section; (b) At the option of Seller, all Filings, applications circumstances is supported by due and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made;sufficient consideration. (c) If The parties acknowledge 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, the parties would not enter into this Agreement; accordingly, if either party fails to promptly pay the amount due pursuant to Section 8.2(b) or as a result of its Intentional Breach, and, in order to obtain such payment, the other party commences a suit that results in a judgment against the first party, such first party shall pay to the other party its reasonable out-of-pocket costs and expenses (including attorneys' fees) in connection with such suit, together with interest on such amount or portion thereof at a rate per annum equal to 8% for the period from the date such payment was required to be made through the date of payment. (d) Subject to DuPont's right to seek specific performance pursuant to Section 9.7 and any order pursuant thereto, (i) in any circumstance in which DuPont is permitted to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(f) and receive the Reverse Termination Fee pursuant to Section 8.2(b), DuPont's termination of this Agreement pursuant to such Sections and receipt of the Reverse Termination Fee pursuant to Section 8.2(b) and any payments pursuant to Buyer's expense reimbursement and indemnification obligations set forth in Section 5.21(d) and Section 5.21(e) (such reimbursement and indemnification obligations, the "Buyer Financing Cooperation Payment Obligations") shall be the sole and exclusive remedy of DuPont and its Affiliates against (A) Buyer, (B) the Guarantors under the Limited Guarantees, (C) the Financing Source Parties and (D) any of their respective, direct or indirect, former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates, employees, agents, other Representatives or assignees (such Persons referenced in clauses (A) through (D), collectively the "Buyer Related Parties") for any Loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, the Limited Guarantees or the Financing Commitments, and upon such termination by DuPont and receipt of the Reverse Termination Fee and the Buyer Financing Cooperation Payment Obligations, none of the Buyer Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby, the Limited Guarantees or the Financing Commitments (except that the applicable Buyer Related Parties shall remain obligated for, and DuPont and its Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement and any reimbursement obligations of Buyer pursuant to Section 8.2(c)), whether in equity or at law, in contract, in tort or otherwise, and (ii) in connection with any damages suffered as a result of any Intentional Breach of this Agreement by Buyer other than in a circumstance in which DuPont is terminated entitled to receive the Reverse Termination Fee pursuant to Section 8.2(b), DuPont agrees that the maximum aggregate Liability of Buyer shall be limited to the amount of such damages up to an amount equal to the sum of the Reverse Termination Fee, the Buyer Financing Cooperation Payment Obligations and any amounts described in Section 8.2(c), and in no event shall DuPont be entitled to seek or obtain any recovery or judgment in excess of such amount. In no event shall DuPont be entitled to seek or obtain any recovery or judgment in excess of the sum of the Reverse Termination Fee, the Buyer Financing Cooperation Payment Obligations and any amounts described in Section 8.2(c) against any of the Buyer Related Parties or any of their respective assets, and in no event shall DuPont be entitled to seek or obtain any other damages of any kind against any Buyer Related Party (other than the Buyer and the Guarantors for damages suffered as a result of any Intentional Breach of this Agreement by Buyer other than in a circumstance in which DuPont is entitled to receive the Reverse Termination Fee pursuant to Section 8.2(b), which shall be subject to the limitations set forth in this Section 8.2(d)), including consequential, special, indirect or punitive damages, for or with respect to, this Agreement or the Limited Guarantees or the transactions contemplated hereby are abandoned as described in and thereby (including, any breach by Buyer), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided, however, that this Section 10.2, 8.2(d) shall not limit the right of the parties hereto to seek specific performance of this Agreement shall become null pursuant to, and void subject to the limitations in, Section 9.7 prior to the termination of this Agreement; and provided, further, in no event will DuPont be entitled to both the payment of no further force or effect(x) the Reverse Termination Fee and (y) the grant of specific performance pursuant to, except for and subject to the obligations provided for limitations in, Section 9.7, which grant results in Sections 5.6the consummation of the Closing as contemplated by this Agreement. In light of the difficulty of accurately determining actual damages with respect to the foregoing, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive upon any such termination of this Agreement, the payment of the Reverse Termination Fee (plus the Buyer Financing Cooperation Payment Obligations and, in the case the Reverse Termination Fee is not timely paid, the amounts described in Section 8.2(c)), which together constitute a reasonable estimate of the monetary damages that will be suffered by DuPont by reason of breach or termination of this Agreement without limitation; and or any of the Limited Guarantees in circumstances in which DuPont is entitled to receive the Reverse Termination Fee pursuant to Section 8.2(b), shall be in full and complete satisfaction of any and all monetary damages of DuPont arising out of or relating to this Agreement and the Limited Guarantees, the transactions contemplated hereby and thereby (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for including, any breach or violation by such party Buyer), the termination of any of its representations, warranties, covenants or agreements contained in this Agreement, nor the failure to consummate the transactions contemplated by this Agreement, and any claims or actions under applicable Law arising out of any such breach, termination or failure, in each case, in circumstances in which DuPont is entitled to receive the Reverse Termination Fee pursuant to Section 8.2(b); provided, however, this Section 8.2 shall such termination impair not limit the rights right of either party the parties hereto to (i) compel seek specific performance by pursuant to, and subject to the limitations in, Section 9.7 prior to any valid termination of this Agreement. Notwithstanding anything herein to the contrary, DuPont and its Affiliates hereby waive any and all rights and claims against any Buyer Related Party (other party of its obligations under than Buyer and the Guarantors in connection with the Limited Guarantees) in connection with this Agreement or (ii) seek any other remedy under law the Debt Commitment Letters, whether at Law or in equity, in contract, in tort or otherwise; provided that DuPont shall be entitled to seek specific performance to the extent set forth in, and subject to the terms and limitations set forth in, Section 9.7, prior to any valid termination of this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby and by the Ancillary Agreements other Transaction Documents pursuant to Section 10.1 hereof, written notice thereof shall be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by Seller or Buyer. If this Agreement is terminated pursuant to Section 10.1 hereof: (a) Buyer shall return or destroy all documents, work papers and other materials (and all copies thereof) obtained from Seller or the Company or any of the Division Entities or their respective employees, agents or representatives relating to the transactions contemplated hereby and by the Restructuring Agreementsother Transaction Documents, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.3 and 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (d) Such termination shall not be deemed to release and shall not relieve either party hereto from any liability for any breach or violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement or (ii) seek any other remedy under law or in equity. (e) In the event that this Agreement is terminated by Seller pursuant to Section 10.1(c)(i), then Gores Capital Partners, L.P. (“Parent”) shall pay or cause to be paid to Seller an amount equal to Two Million Three Hundred Seventy-Five Thousand Dollars ($2,375,000) within ten (10) Business Days following such termination, payable by wire transfer of same day funds. Upon such payment, Parent and Buyer shall have no further obligation to Seller or any of its Affiliates under this Agreement or any Transaction Document. Buyer and Parent acknowledge and agree that this Section 10.2(e) is an integral part of this Agreement. Accordingly, if Parent fails within ten (10) Business Days to pay the amounts due pursuant to this Section 10.2(e), and, in order to obtain such payment, Seller commences a suit that results in a judgment against Parent for the amounts set forth in this Section 10.2(e), Parent shall pay to Seller interest on the amounts set forth in this Section 10.2(e) from and including the date payment of such amount was due to Seller at the prime rate of Regions Bank in effect on the date such payment was required to be made, together with reasonable legal fees and expenses incurred in connection with such suit.