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 pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other hand, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of Buyer, Merger Sub or the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to ‎Section Section 8.1 by Buyer, on the one hand, or the Company, on the other handhereof, written notice thereof shall forthwith be given by the parties so terminating to the other parties hereto specifying the provision hereof pursuant to which such termination is made, party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by Seller, on the one hand, or Buyer, on the other hand. If this Agreement is terminated pursuant to Section 8.1 hereof: (a) Each party shall redeliver all documents, work papers and become void and have no effectother materials of the other parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same, and there all confidential information received by any party hereto with respect to the other party shall be no liability hereunder on treated in accordance with the part Confidentiality Agreement; (b) All filings, applications and other submissions made pursuant hereto shall, at the option of BuyerSeller, Merger Sub and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) Each party's right of termination under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the Companyexercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement will terminate, except that this ‎Section 8.2 the provisions of Section 5.5, Section 5.15 and ‎Section 5.3 (Public Announcements)Article X will survive; provided, ‎Section 10.1 (Fees and Expenses)however, ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to that if this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit is terminated by a party because of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and breach of the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance Agreement by the other party or parties, because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the case maybe be, of such other party’s 's failure to comply with its obligations under this Agreement. The Confidentiality Agreement shall survive , the terminating party's right to pursue all legal remedies, including any termination of this Agreement and nothing remedies set forth in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement, will survive such termination unimpaired.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 10.3 hereof, written notice thereof shall will forthwith be given by the party so terminating to the other parties hereto specifying the provision hereof pursuant to which such termination is made, party and this Agreement shall will terminate and the transaction contemplated hereby will be abandoned, without further action. If this Agreement is terminated pursuant to Section 10.3 hereof: (a) each party will redeliver all documents, work papers and become void and have no effectother materials of the other parties relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by any party hereto with respect to the other party will be treated in accordance with Section 11.2 hereof; (b) all filings, applications and other submissions made pursuant hereto will, at the option of TRW or Purchaser and to the extent practicable, be withdrawn from the agency or other person to which made; (c) there shall will be no liability or obligation hereunder on the part of BuyerTRW or Purchaser or any of their respective directors, Merger Sub officers, employees, affiliates, controlling persons, agents or the Companyrepresentatives, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages obligation of TRW or Purchaser (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties"Responsible Party"), as the case maybe may be, arising from a material breach by the Responsible Party of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination one or more of the provisions of this Agreement and nothing will survive such termination; and (d) the obligations provided for in this ‎Section 8.2 shall relieve Section 10.4 and the parties hereto of their obligations under the Confidentiality Agreementobligation to treat information in a confidential manner as set forth in Section 11.2 hereof will survive any such termination.

Procedure and Effect of Termination. In the event of the termination of If either party terminates this Agreement pursuant to ‎Section 8.1 by BuyerSection 11.1 above, on all rights and obligations of the one hand, or the Company, on the other hand, written notice thereof parties hereunder shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no terminate without any liability hereunder on the part of Buyer, Merger Sub or the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to any other party except as set forth below: (a) If this Agreement is terminated by the Buyer pursuant to the provisions of any liability or Section 11.1(b) above, then the Sellers shall, on demand of the Buyer, promptly pay to the Buyer in immediately available funds, as liquidated damages for the loss of the transaction, a termination fee of $500,000 (which the "Sellers' Termination Fee"). (b) If this Agreement is terminated by the Sellers pursuant to the provisions of Section 11.1(c) above, then the Buyer shall, upon demand of the Sellers, promptly pay to the Sellers in immediately available funds, as liquidated damages for the loss of the transaction, a termination fee of $1,500,000 (the "Buyer's Termination Fee"). The Buyer's Termination Fee shall be guaranteed by Sonic Financial Corp. pursuant to the Guaranty in the form of Exhibit 1.3(C) hereto. The respective rights of the parties acknowledge and agree shall not be limited to reimbursement of expenses terminate this Agreement under Sections 11.1(b) or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties11.1(c), as the case maybe may be, and to be paid the Sellers' Termination Fee or the Buyer's Termination Fee, as the case may be, shall be the respective parties' sole and exclusive remedies for damages; in the event of such termination by either party’s obligations under , such party shall have no right to equitable relief for any breach or alleged breach of this Agreement. The Confidentiality Agreement shall survive any termination , other than for specific performance for the payment of this Agreement and nothing the Sellers' Termination Fee or the Buyer's Termination Fee, as the case may be. (c) Except as specifically provided in this ‎Section 8.2 Section 11.2, nothing contained in this Section 11.2 shall relieve prevent any party from seeking any equitable relief to which it would otherwise be entitled in the parties hereto event of their obligations under breach by the Confidentiality Agreementother party.

Procedure and Effect of Termination. In the event of the termination of this Agreement pursuant to ‎Section 8.1 by BuyerSection 9.1 of this Agreement, on the one hand, or the Company, on the other hand, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of Buyer, Merger Sub or the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination the provisions of this Agreement. Nothing in Section 9.2 and Section 5.2(c) of this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any such termination. Notwithstanding the preceding sentence or any other provision in this Agreement to the contrary, upon termination of this Agreement and nothing pursuant to Section 9.1 or in the event any party fails to complete the Share Purchase or the other transactions provided for in this ‎Section 8.2 Agreement in breach of its obligations hereunder, each party will remain liable to the other party for any breach in the performance of any of its covenants, agreements, duties or obligations arising under this Agreement existing at the time of termination. In the event of any breach by either party each may seek remedies or damages against the other party as are provided in this Agreement or as are otherwise available in law or equity. In the event of any breach of this Agreement by Buyer prior to Closing, Sellers' sole and exclusive remedy shall relieve be the parties hereto "Escrow Funds" as defined in the Escrow Agreement. In the event of any breach of the representations and warranties of Sellers such that Buyer elects to terminate this Agreement prior to Closing, Buyer's sole and exclusive remedy shall be limited to the recovery of the Seller's reasonable expenses incurred prior to the Buyer's election to terminate this Agreement and limited to the sum of money no greater than $50,000.00. The provisions of the proceeding sentence shall not limit Buyer's remedies for any other breach by Sellers of their obligations agreements and covenants under this Agreement (by way of example, and not of limitation, Seller's failure to sell, transfer and assign the Confidentiality AgreementShares to Buyer) prior to Closing and any remedies available to the Buyer under Section 10 following the Closing.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement pursuant to ‎Section Section 8.1 by Buyerthe Parent Parties, on the one hand, or the Company, on the other hand, written notice thereof shall forthwith be given to the other parties hereto Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of Buyer, Merger Sub any of the Parent Parties or the Company, except that this ‎Section 8.2 and ‎Section 5.3 Section 8.2, Section 5.6 (Public Announcements), ‎Section 10.1 Section 9.1 (Fees and Expenses), ‎Section 10.2 Section 9.2 (Notices), ‎Section 10.3 Section 9.3 (Severability), ‎Section 10.7 Section 9.7 (Consent to Jurisdiction; Waiver of Jury Trial), Etc.) and ‎Section 10.9 Section 9.9 (Governing Law), Section 9.14 (No Recourse), and Section 9.17 (Trust Account Waiver) shall survive any termination of this Agreement. . (b) Nothing in this ‎Section Section 8.2 shall (ia) relieve or release any party to this Agreement of any liability or damages (which the parties Parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a partyParty’s equityholders (taking into consideration relevant matters matters, including other combination transaction opportunities and the time value of money, which shall be deemed in such event to be damages of such party)) arising out of such party’s Fraud or Willful Breach willful or intentional breach of any provision of this Agreement, or (iib) impair the right of any party hereto Party to compel specific performance by the other party or parties, as the case maybe may be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement.

Procedure and Effect of Termination. In the event of the ----------------------------------- termination of this Agreement pursuant to ‎Section Section 8.1 by Buyer, on the one hand, or the Company, on the other handhereof, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is madeparty, and and, except as set forth below, this Agreement shall terminate and be terminated and become void and have no effecteffect and the transactions contemplated hereby shall be 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 Buyer or DuPont 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 as provided herein: (a) each party hereto will redeliver, and there will cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the transactions contemplated hereby, whether obtained before or after the execution hereof; (b) all Information received by Buyer with respect to the business, operations, Assets or financial condition of DuPont or its Subsidiaries shall remain subject to the Confidentiality Agreement; (c) DuPont agrees that all confidential information received by DuPont or its Affiliates or their Representatives with respect to Buyer or this Agreement or the transactions contemplated hereby shall be no liability hereunder on kept confidential (subject to the part of Buyer, Merger Sub or proviso in Section 5.15(a)) notwithstanding the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing ; and (d) notwithstanding the termination hereof, the following Sections of this Agreement shall remain in this ‎Section 8.2 shall full force and effect: (i) relieve or release any party Sections 3.16 and 4.4 relating to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costsbrokers, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right penultimate sentence of any party hereto Section 5.2 relating to compel specific performance by the other party or partiesconfidentiality matters, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement (iii) Section 9.13 relating to certain expenses and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement(iv) Sections 8.1 and 8.2.

Procedure and Effect of Termination. In the event of termination and abandonment of the termination of this Agreement transactions contemplated hereby pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 9.01, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, this Agreement and this Agreement shall be terminated terminate (subject to the provisions of this Section 9) and become void and have no effect, and there the Contemplated Transactions shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein no party hereto shall have any liability hereunder on or further obligation to any other party to this Agreement resulting from such termination except (a) that the part provisions of BuyerSection 2.06 (Deposit Amount), Merger Sub or the Company, except that this ‎Section 8.2 and ‎Section 5.3 Section 6.04 (Public Announcements), ‎Section 10.1 this Article IX (Fees Further Agreements and ExpensesTermination), ‎Section 10.2 Section 10.02 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 Section 10.05 (Governing Law), Section 10.06 (Venue and Retention of Jurisdiction) and Section 10.08 (Expenses) shall survive remain in full force and effect; and (b) no party waives any termination claim or right against a breaching party in respect of any of its representations, warranties, covenants or agreements set forth in this Agreement. Nothing ; provided, however, that in this ‎Section 8.2 shall (i) relieve or release any party the event the Purchaser is entitled to this Agreement of any liability or damages (which receive the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costsTermination Payment, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of the Purchaser to receive such amount shall constitute the Purchaser's sole remedy for (and such amount shall constitute liquidated damages in respect of) any party hereto breach by any Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement; and provided further, however, that in the event the Sellers are entitled to compel specific performance receive the Deposit Amount (or any part thereof) pursuant to Section 2.06, the right of the Sellers to receive such amount shall constitute the Sellers' sole remedy for (and such amount shall constitute liquidated damages in respect of) any breach by the other party Purchaser of any of its representations, warranties, covenants or parties, as the case maybe be, of such party’s obligations under agreements set forth in this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 7.1 hereof, written notice thereof shall forthwith be given by Seller, on the one hand, or Buyer, on the other hand, so terminating to the other parties hereto specifying the provision hereof pursuant to which such termination is made, party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by Seller, or Buyer. If this Agreement is terminated pursuant to Section 7.1 hereof: (a) each party shall redeliver all documents, work papers and become void other materials of the other parties relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same or, upon prior written notice to such party, shall destroy all such documents, work papers and have no effectother materials and deliver notice to the parties seeking destruction of such documents that such destruction has been completed, and all confidential information received by any party hereto with respect to the other party shall be treated in accordance with the Confidentiality Agreement and Section 5.2(b) hereof; (b) all filings, applications and other submissions made pursuant 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) there shall be no liability or obligation hereunder on the part of BuyerSeller, Merger Sub the Company or the CompanyBuyer or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve Seller or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or partiesBuyer, as the case maybe may be, shall have liability to the other party if the basis of termination is a willful, material breach by Seller or Buyer, as the case may be, of such party’s obligations under one or more of the provisions of this Agreement. The , and except that the obligations provided for in this Section, in Section 10.1 hereof, in the Confidentiality Agreement and the non- compete obligations in the Alliance Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement.such termination. ARTICLE VIII

Procedure and Effect of Termination. In the ----------------------------------- event of the termination of this Agreement and the abandonment of the Transactions pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 8.1, written notice thereof shall forthwith ----------- be given to the other parties hereto specifying by the provision hereof terminating party. If this Agreement is terminated and the Transactions are abandoned as provided herein: (a) each party will redeliver all documents, work papers and other material of any other party relating to the Transactions, whether so obtained before or after the execution of this Agreement, to the party furnishing the same; and (b) no party to this Agreement will have any liability under this Agreement to any other party, except (i) that nothing herein shall relieve any party from any liability for any breach of any of the representations, warranties, covenants and agreements set forth in this Agreement, (ii) the provisions of Article X other than Section 10.16 shall --------- ------------- survive such termination and (iii) Solutia shall reimburse the Company Entities for all costs and expenses incurred by the Company Entities with respect to, and shall indemnify and hold the Seller Indemnified Persons harmless from and in respect of any Losses incurred by a Seller Indemnified Person arising out of relating to, any Company Entity entering into, or intending to enter into, a commitment letter and/or definitive financing agreements with respect to the Company Financing Amount or any replacement financing as contemplated by Section 6.8. All such costs and expenses required to be reimbursed to the Company Entities pursuant to which such termination is made, and this Agreement clause (iii) of the immediately preceding sentence shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of Buyer, Merger Sub or the Company, except that this ‎Section 8.2 and ‎Section 5.3 paid within ten (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.10) and ‎Section 10.9 (Governing Law) shall survive any Business Days following termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality 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 8.1 by Buyer, on the one hand, or the Company, on the other handSection 10.1 hereof, written notice thereof shall forthwith be given by the party so terminating to the other parties hereto specifying the provision hereof pursuant party to which such termination is madethis 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 relating to the transactions contemplated hereby and by the 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 Company shall be treated in accordance with Section 5.2 hereof and the Confidentiality Agreement referred to in such Section; (b) 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 have of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and there shall be no liability hereunder on 12.11 hereof, the part of Buyer, Merger Sub or confidentiality provision contained in Section 5.2 hereof and the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent Confidentiality Agreement referred to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) in such Section shall survive any such termination of this Agreement. Nothing ; 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 ‎Section 8.2 Agreement, nor shall such termination impair the rights of either party to (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s its obligations under this Agreement. The Confidentiality Agreement shall survive or (ii) seek any termination of this Agreement and nothing other remedy under law or in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreementequity.

Procedure and Effect of Termination. In the event of the termination of this Agreement pursuant to ‎Section Section 8.1 by Buyer, on the one hand, or the Company, on the other hand, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of Buyer, Merger Sub or the Company, except that this ‎Section Section 8.2 and ‎Section Section 5.3 (Public Announcements), ‎Section Section 10.1 (Fees and Expenses), ‎Section Section 10.2 (Notices), ‎Section Section 10.3 (Severability), ‎Section Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section ), Section 10.9 (Governing Law), and Section 10.18 (No Recourse) shall survive any termination of this Agreement. Nothing in this ‎Section Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders (taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party)) arising out of such party’s Fraud or Willful Breach willful, intentional and material breach of any provision of this Agreement or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe may be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement.

Procedure and Effect of Termination. In (a) Subject to paragraph (b), in the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to ‎Section 8.1 by BuyerSection 7.1 hereof, on the one hand, or the Company, on the other hand, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of any party hereto except (i) the obligations provided for in this Section 7.2 and Section 10.8 hereof, the confidentiality provision contained in Section 4.2 hereof, the Confidentiality Agreements referred to in such Section, the Cap in Section 8.3(b) hereof, and the Buyer, Merger Sub or the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) 's Cap in Section 8.5 hereof shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and (ii) nothing in this ‎Section 8.2 herein shall relieve any party from liability for breach of this Agreement. The Buyer agrees that for a period of two years following the parties hereto termination of their obligations under this Agreement, without the Confidentiality prior written consent of the Company, which shall be in its sole discretion, the Buyer shall not solicit for employment any of the employees of the Company or of the Subsidiaries, provided, however, that an advertisement regarding the availability of employment in a newspaper, an Internet site, or the like, shall not be considered a solicitation hereunder. (b) If (i) the Company's Board of Directors shall fail to recommend, or shall modify or amend its recommendation, that the shareholders of the Company vote in favor of this Agreement, the plan of asset transfer and the transactions contemplated hereby, (ii) the Company or the Buyer shall terminate this Agreement pursuant to Section 7.1(f) and (iii) the Company shall within 90 days thereafter enter into an agreement for an Alternative Transaction, the Company shall promptly pay to Buyer a fee of $750,000 (the "Termination Fee").

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 7.1 hereof, written notice thereof shall forthwith be given by Seller, on the one hand, or Buyer, on the other hand, so terminating to the other parties hereto specifying the provision hereof pursuant to which such termination is made, party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by Seller, or Buyer. If this Agreement is terminated pursuant to Section 7.1 hereof: (a) each party shall redeliver all documents, work papers and become void other materials of the other parties relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same or, upon prior written notice to such party, shall destroy all such documents, work papers and have no effectother materials and deliver notice to the parties seeking destruction of such documents that such destruction has been completed, and all confidential information received by any party hereto with respect to the other party shall be treated in accordance with the Confidentiality Agreement and Section 5.2(b) hereof; (b) all filings, applications and other submissions made pursuant 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) there shall be no liability or obligation hereunder on the part of BuyerSeller, Merger Sub the Company or the CompanyBuyer or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve Seller or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or partiesBuyer, as the case maybe may be, shall have liability to the other party if the basis of termination is a willful, material breach by Seller or Buyer, as the case may be, of such party’s obligations under one or more of the provisions of this Agreement. The , and except that the obligations provided for in this Section, in Section 10.1 hereof, in the Confidentiality Agreement and the non-compete obligations in the Alliance Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreementsuch termination.

Procedure and Effect of Termination. In the event of the termination of this Agreement pursuant to ‎Section Section 8.1 by Buyerthe Parent Parties, on the one hand, or the Company, on the other hand, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of Buyer, Merger Sub any of the Parent Parties or the Company, except that this ‎Section 8.2 and ‎Section 5.3 Section 8.2, Section 5.6 (Public Announcements), ‎Section 10.1 Section 9.1 (Fees and Expenses), ‎Section 10.2 Section 9.2 (Notices), ‎Section 10.3 Section 9.3 (Severability), ‎Section 10.7 Section 9.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 ), Section 9.9 (Governing Law), Section 9.18 (No Recourse), and Section 9.21 (Trust Account Waiver) shall survive any termination of this Agreement. Nothing in this ‎Section Section 8.2 shall (ia) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders (taking into consideration relevant matters matters, including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party)) arising out of such party’s Fraud willful or Willful Breach intentional breach of any provision of this Agreement, or (iib) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe may be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement.

Procedure and Effect of Termination. In the event of a termination contemplated hereby by any party pursuant to Section 10.1, the termination of party seeking to terminate this Agreement pursuant shall give prompt written notice thereof to ‎Section 8.1 the other party, and the transactions contemplated hereby shall be abandoned, without further action by Buyerany party hereto. In such event: (a) The parties hereto shall continue to be bound by their obligations of confidentiality set forth in Section 8.3, and all copies of the information provided by the Company hereunder will be returned to the Company or destroyed immediately upon its request therefor. (b) All filings, applications and other submissions relating to the transactions contemplated hereby shall, to the extent practicable, be withdrawn from the Person to which made. (c) The terminating party shall be entitled to seek any remedy to which such party may be entitled at law or in equity for the violation or breach of any agreement, covenant, representation or warranty contained in this Agreement. (d) Notwithstanding anything contained in this Agreement to the contrary, if either the Company and the Shareholders, on the one hand, or the CompanyFNB, on the other hand, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and breaches this Agreement by willfully or intentionally failing to perform or violating any of its obligations, agreements or covenants contained in this Agreement, such party shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part obligated to pay all expenses of Buyer, Merger Sub or the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party described in Section 12.1, together with all other damages recoverable at law or partiesin equity. In addition, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of if FNB terminates this Agreement pursuant to Section 10.1(e) hereof, then the Company and nothing the Shareholders shall be jointly and severally obligated to pay all such expenses of FNB and a break-up fee to FNB in this ‎Section 8.2 shall relieve the parties hereto amount of their obligations under the Confidentiality Agreement$250,000, together with all other damages recoverable at law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the Parties pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 10.1, written notice thereof shall forthwith be given by the terminating Party to the other parties hereto specifying the provision hereof pursuant to which such termination is made, Party and this Agreement shall be terminated terminate and become void and have no effect, and there the transactions contemplated hereby shall be no abandoned, without further action by any of the Parties hereto. If this Agreement is terminated as provided herein, such termination shall be without any liability hereunder on of the part of Buyer, Merger Sub Seller or the CompanyBuyer to the other in respect of such termination, except that this ‎Section 8.2 and ‎Section 5.3 as follows: (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.a) and ‎Section 10.9 (Governing Law) shall survive any termination In the event of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing by the Seller pursuant to Section 10.1(e), then the Seller shall have the right to pursue all remedies available to it in equity or at law in connection with the violation or breach of this ‎Section 8.2 Agreement by the Buyer. (b) In the event of termination of this Agreement by the Buyer pursuant to Section 10.1(d), then the Buyer shall relieve have the parties hereto right to pursue all remedies available to it in equity or at law in connection with the violation or breach of their obligations this Agreement by the Seller. (c) Notwithstanding anything herein to the contrary, neither the Buyer nor the Seller shall be liable to the other for any losses, damages or expenses under Section 10.2(a) or Section 10.2(b) in an amount in excess of ten percent (10%) of the Confidentiality AgreementPurchase Price. (d) Notwithstanding anything herein to the contrary, neither party shall be liable to the other for any punitive, consequential, special, incidental or indirect damages, including, without limitation, loss of revenue or opportunity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the Parties pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 10.1, written notice thereof shall forthwith be given by the terminating Party to the other parties hereto specifying the provision hereof pursuant to which such termination is made, Party and this Agreement shall be terminated terminate and become void and have no effect, and there the transactions contemplated hereby shall be no abandoned, without further action by any of the Parties hereto. If this Agreement is terminated as provided herein, such termination shall be without any liability hereunder on of the part of Buyer, Merger Sub Seller or the CompanyBuyer to the other in respect of such termination, except that this ‎Section 8.2 and ‎Section 5.3 as follows: (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.a) and ‎Section 10.9 (Governing Law) shall survive any termination In the event of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing by Seller pursuant to Section 10.1(e), then Seller shall have the right to pursue all remedies available to it in equity or at law in connection with the violation or breach of this ‎Section 8.2 Agreement by Buyer. (b) In the event of termination of this Agreement by Buyer pursuant to Section 10.1(d), then Buyer shall relieve have the parties hereto right to pursue all remedies available to it in equity or at law in connection with the violation or breach of their obligations this Agreement by Seller. (c) Notwithstanding anything herein to the contrary, neither the Buyer nor the Seller shall be liable to the other for any losses, damages or expenses under Section 10.2(a) or Section 10.2(b) in an amount in excess of ten percent (10%) of the Confidentiality AgreementPurchase Price plus, in the case of Buyer, any amounts it is required to pay to Seller under Section 3.5(b). (d) Notwithstanding anything herein to the contrary, neither party shall be liable to the other for any punitive, consequential, special, incidental or indirect damages, including, without limitation, loss of revenue or opportunity.

Procedure and Effect of Termination. In the event of the termination of this Agreement the transactions contemplated hereby pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 10.1, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant Party to which such termination is madethis Agreement, and this Agreement shall terminate, the transactions contemplated hereby shall be terminated and become void and have no effectabandoned without further action by either of the Parties, and there no Party shall be no have any liability hereunder on the part of Buyer, Merger Sub or the Companyfurther obligation under this Agreement, except that the obligations set forth in this ‎Section 8.2 Section 10.2, Section 10.3, Section 10.4, Section 10.5 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) Article 12 shall survive any termination and remain in full force and effect; provided, that, if this Agreement is validly terminated pursuant to Section 10.1(e) or Section 10.1(f), such termination shall not affect any right or remedy which has accrued hereunder or under Applicable Law prior to or on account of such termination, and the provisions of this Agreement shall survive such termination to the extent required so that each Party may enforce all rights and remedies available to such party hereunder or under Applicable Law in respect of such termination and so that any Party responsible for any such breach or nonperformance of its obligations hereunder prior to termination shall remain liable for the consequences therefor. If this Agreement is terminated as provided herein, upon request therefor, each Party shall redeliver all documents, work papers and other material of any other Party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the Party furnishing the same. Upon written notice of termination in accordance with this Section 10.2, either Party may give the Escrow Agent the Termination Notice provided for in the Escrow Agreement. If a Party receives a Termination Notice, it may at any time within ten days thereafter give the Escrow Agent a Termination Objection Notice, as defined in the Escrow Agreement, stating that it disputes the right of the Party giving the Termination Notice to terminate this Agreement or if it has a claim against the terminating Party for material breach of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement.

Procedure and Effect of Termination. (a) In the event of the termination and abandonment of this Agreement by Seller or the Purchasers pursuant to ‎Section 8.1 by BuyerSections 9.1(b), on the one hand9.1(c), 9.1(d), or 9.1(e) hereof (in addition to the Company, on the other handrights set forth in Section 9.2(b) below), written notice thereof shall forthwith be given to the other parties hereto Party specifying the provision hereof pursuant to which such termination is made. If the transactions contemplated by this Agreement are terminated as provided herein: (i) each Party will redeliver all documents, work papers and other material of any other Party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same; and (ii) the parties agree that the Purchase Option Letter Agreement, without any amendment pursuant to the Option Amendment, as well as the Periodic Fee Agreement shall remain in full force and effect according to their respective terms; and (iii) the Option Amendment shall terminate and be of no further force or effect. CH2\12311443.25 (b) In the event of a termination by Purchasers under Section 9.1(d) for Seller’s breach or failure to perform or comply with any of its material covenants or agreements contained herein, the Parties agree that it is impossible to measure in money the damages which will accrue to the Purchasers, and that the Purchasers will be irreparably harmed by Seller’s breach of its covenants hereunder. In the event of Seller’s breach or failure to perform or comply with any of its material covenants or agreements contained herein, if (i) the Purchasers are ready, willing and able to close the transactions contemplated by this Agreement and (ii) all of the conditions to the obligation of Seller to consummate the transactions set forth in this Agreement have been satisfied (other than conditions which can be satisfied only by the delivery of certificates or other documents at the Closing or conditions within the control of Seller or its Affiliates), then the Purchasers may, in their discretion, waive any or all such breaches and failure to perform or comply with any of Seller’s material covenants or agreements contained herein or institute an action for, and shall be terminated and become void and have no effectentitled to, and there shall be no liability hereunder on specific performance to require Seller to take all actions necessary to close the part sale of Buyer, Merger Sub or the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent Purchased Assets to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination Purchasers for the Purchase Price pursuant to the terms of this Agreement. Nothing Seller affirmatively acknowledges the Purchasers’ right and entitlement to specific performance as set forth in the previous sentence. Seller will not oppose any claim by the Purchasers for specific performance in accordance with this ‎Section 8.2 shall (iSection 9.2(b) relieve and waives any claim or release any party to this Agreement of any liability or damages (which defense that the parties acknowledge and agree Purchasers have an adequate remedy at law. Seller shall not be limited obligated to reimbursement waive the defenses and claims provided for in the preceding sentence if a petition in bankruptcy is filed by or for Xxxx Gaming and any such petition is not dismissed within ninety (90) calendar days, or a receiver for all or part of expenses Xxxx Gaming business shall be appointed by any State or out-of-pocket costsFederal Court and such appointment of receiver is not vacated within ninety (90) days of being made. Seller acknowledges that Purchasers’ remedy set forth in this Section 9.2(b) is in addition to its ability to terminate this Agreement in accordance with Section 9.1(d). (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Article IX (other than pursuant to Section 9.2(b) above), this Agreement shall become void and may include of no further force or effect, except for the provisions of Sections 10.4 – 10.15 and this Section 9.2. (d) Other than Purchasers’ ability to seek specific performance to cause Seller to close the extent proven the benefit sale of the bargain lost Purchased Assets pursuant to Section 9.2(b) above, Purchasers’ sole remedy for any breach by a party’s equityholders taking into consideration relevant matters including other combination opportunities and Seller of any of the time value provisions of money, which this Agreement or any failure to satisfy any condition set forth in Section 7.1 shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement as provided in Section 9.1 hereof. For the avoidance of doubt, in the event this Agreement is terminated for any reason, with the exception of the right of specific performance set forth in Section 9.2(b) above, (i) no Party shall have any liability or other obligation to any other party as a result of executing this Agreement, (ii) the Purchase Option Letter Agreement, without any amendment pursuant to the Option Amendment, as well as the Periodic Fee Agreement shall remain in full force and nothing in this ‎Section 8.2 effect according to their respective terms, and (c) the Option Amendment shall relieve terminate and be of no further force or effect, except that, as provided therein, Seller shall be entitled to keep the parties hereto of their obligations under Option Amendment Fee (as defined the Confidentiality AgreementOption Amendment).

Procedure and Effect of Termination. In the event of the termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the Parties pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 10.1, written notice thereof shall forthwith be given by the terminating Party to the other parties hereto specifying the provision hereof pursuant to which such termination is made, Party and this Agreement shall be terminated terminate and become void and have no effect, and there the transactions contemplated hereby shall be no abandoned, without further action by any of the Parties hereto. If this Agreement is terminated as provided herein, such termination shall be without any liability hereunder on of the part of Buyer, Merger Sub Seller or the CompanyBuyer to the other in respect of such termination, except that this ‎Section 8.2 and ‎Section 5.3 as follows: (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.a) and ‎Section 10.9 (Governing Law) shall survive any termination In the event of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing by the Seller pursuant to Section 10.1(e), then the Seller shall have the right to pursue all remedies available to it in equity or at law in connection with the violation or breach of this ‎Section 8.2 Agreement by the Buyer. (b) In the event of termination of this Agreement by The Buyer pursuant to Section 10.1(d), then the Buyer shall relieve have the parties hereto right to pursue all remedies available to it in equity or at law in connection with the violation or breach of their obligations this Agreement by the Seller. (c) Notwithstanding anything herein to the contrary, neither the Buyer nor the Seller shall be liable to the other for any losses, damages or expenses under Section 10.2(a) or Section 10.2(b) in an amount in excess of ten percent (10%) of the Confidentiality AgreementPurchase Price. (d) Notwithstanding anything herein to the contrary, neither party shall be liable to the other for any punitive, consequential, special, incidental or indirect damages, including, without limitation, loss of revenue or opportunity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Transactions pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 11.1, written notice thereof shall forthwith be given by the terminating Party to the other parties hereto specifying Party, each Party shall comply and cause its Affiliates and direct its Representatives to comply with its obligations under the provision hereof pursuant Confidentiality Agreement related to which such termination is madethe destruction or return of “[Confidential Information]” (as defined in the Confidentiality Agreement), and no Party to this Agreement shall be terminated have any Liability under this Agreement to any other Party except for any Liability of any Party for Fraud or any willful and become void material breach by such Party of any of its covenants or agreements set forth in this Agreement; it being understood and have no effectagreed that the Confidentiality Agreement, this Section 11.2 and there Article XIII (except for Section 13.3) shall be no liability hereunder on remain in full force and effect following such termination. Notwithstanding anything to the part of Buyercontrary herein, Merger Sub or the Company(a) this Section 11.2, Article XII and Article XIII (except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Lawfor Section 13.3) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall Agreement pursuant to Section 8.7 and (ib) relieve or release any party if Seller provides notice of intent to terminate this Agreement pursuant to Section 11.1(c), Buyer shall have [***] following its receipt of any liability or damages Seller’s notice of termination in which to deliver an Option Exercise Notice. If Buyer delivers an Option Exercise Notice within such period (which the parties acknowledge “Termination-Period Exercise”), Seller’s notice of termination shall be deemed rescinded and agree this Agreement shall thereafter remain in effect according with its terms; provided that in the event of a Termination-Period Exercise, Seller shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include liable for any Losses related to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event Study Termination Event pursuant to be damages of such party) arising out of such party’s Fraud Article XII or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreementotherwise.

Procedure and Effect of Termination. In the event of the termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 9.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto specifying the provision hereof pursuant to which such termination is made, party and this Agreement shall be terminated terminate and become void and have no effect, and there the transactions contemplated hereby shall be no liability hereunder on abandoned, without further action by any of the part of Buyer, Merger Sub or the Company, except that parties hereto. If this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall Agreement is terminated as provided herein: (i) relieve except as set forth in Section 7.11(c), said termination shall be the sole remedy of the parties hereto with respect to breaches of any covenant, representation or release any party to 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 liability or damages (which the parties acknowledge and agree shall not be limited further obligation to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or partiesparties or any of their respective trustees, directors, officers or Affiliates, as the case maybe may be, of such party’s obligations under pursuant to this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve , except for the parties hereto in each case as stated in this Section 9.2, and in Section 10.15, Section 7.2(b) and Section 7.3, and upon a willful breach by a party, in which case the non-breaching party or parties shall have all rights and remedies existing at law or in equity; for the avoidance of doubt the Buyer Parties acknowledge that a failure on their obligations under part to consummate the Confidentiality transactions contemplated by this Agreement due to lack of sufficient funds or financing shall be considered a willful breach; (ii) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made; and (iii) all Confidential Information from the Seller Parties shall be returned to the Seller Parties, and all Confidential Information from the Buyer shall be returned to the Buyer.

Procedure and Effect of Termination. Except as set forth in this paragraph, upon any termination of this Agreement, all rights and obligations of the Parties hereunder shall terminate without any liability or obligation of any Party to any other Party, provided that Sections 9.10(d) and 10.2, this Section 13.2, and Article XIV and the Confidentiality Agreement shall survive such termination. In the event that this Agreement is terminated pursuant to Section 13.1(h) above, the Deposit Amount and any interest accrued thereon shall be paid to Seller within five (5) Business Days after such termination. In the event this Agreement is terminated pursuant to any subsection of Section 13.1 other than subsection (h), the Deposit Amount and any interest accrued thereon shall be paid to Buyer within five (5) Business Days after such termination. The Break-Up Fee and the Expense Reimbursement Fee shall in all events be payable under the circumstances and in accordance with the timing set forth in Section 9.10(d). Any amounts paid to a Party under Section 9.10(d) or this Section 13.2, including the Break-Up Fee, Expense Reimbursement Fee and the Deposit, shall constitute liquidated damages, and no Party shall have any further liability or obligation as a result of such termination. The Parties acknowledge and agree that if this Agreement is terminated pursuant to Sections 13.1, the actual damages incurred will be difficult, if not impossible, to ascertain and accordingly, the Parties have provided for the liquidated damages provided above. It is further agreed that this provision shall not be construed as a penalty, but as a bona fide attempt to establish an agreed measure of damages which Buyer or Seller, as the case may be, will suffer as a result of the termination of this Agreement pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other hand, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of Buyer, Merger Sub or the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, EtcSections.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and abandonment of the transactions contemplated hereby by any of the parties pursuant to ‎Section 8.1 by BuyerSection 12.01(b), on the one hand, (c) or the Company, on the other hand(d) of this Agreement, written notice thereof shall forthwith be given by the terminating party to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated terminate and become void and have no effect, and there the transactions contemplated hereby shall be no abandoned, without further action by any of the parties hereto. If this Agreement is properly terminated, none of the parties hereto nor any of their respective directors, officers or Affiliates, as the case may be, shall have any liability hereunder on or further obligation to any of the part other parties or any of Buyertheir respective directors, Merger Sub officers or Affiliates, as the case may be, pursuant to this Agreement; provided, however, that if any such termination shall result from the breach of a warranty or the Companyfailure of a party to fulfill a condition to the performance of the obligations of the other parties or to perform a covenant or agreement contained in this Agreement or from any other willful breach by any party to this Agreement, except that this ‎Section 8.2 such party shall be solely liable for any and ‎Section 5.3 all damages (Public Announcementsexcluding any consequential, speculative, lost profit or punitive damages), ‎Section 10.1 costs and expenses (Fees and Expensesincluding, but not limited to, counsel’s fees) sustained or incurred by the other parties as a result of such failure or breach. The provisions of Sections 5.05 (Confidentiality), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 11.04 (Governing Law), 11.05 (Suits in New York), 11.07 (Notice), 11.12 (Severability of Covenants) and 12.02 (Procedure and Effect of Termination) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreementhereof.

Procedure and Effect of Termination. In the event of termination and abandonment of the termination of this Agreement transactions contemplated hereby pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSECTION 7.01, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, this Agreement and this Agreement shall be terminated terminate and become void and have no effect, and there shall be of no liability hereunder further force or effect (subject to the provisions of this SECTION 7.01 (if applicable)) and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein, then: (a) upon request therefor, each party shall redeliver all documents, work papers and other material of any other parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party that furnished the same; (b) in the event Sellers terminated the Agreement as a result of Purchaser's breach, Sellers shall be entitled to retain the Deposit, to be allocated on a pro rata basis as among the Sellers based on the part face value of Buyereach Seller's interest in the Receivership Estate Assets and the Bankruptcy Estate Assets; (c) in the event Purchaser terminated the Agreement as a result of Sellers' breach, Merger Sub or the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent Purchaser shall be entitled to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve a return of the Deposit; and (ii) assert an unsecured claim against the respective estates of the Sellers, based on the damages suffered by Purchaser as a result of such breach; and (d) except as otherwise set forth in this SECTION 7.02 no party hereto shall have any Liability or release further obligation to any other party to this Agreement resulting from such termination except that the provisions of SECTION 5.02 and this SECTION 7.02 shall remain in full force and effect and for any liability such Liability as may have accrued at or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include prior to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreementtermination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 9.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto specifying the provision hereof pursuant to which such termination is made, party and this Agreement shall be terminated terminate and become void and have no effect, and there the transactions contemplated hereby shall be no liability hereunder on abandoned, without further action by any of the part of Buyer, Merger Sub or the Company, except that parties hereto. If this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall Agreement is terminated as provided herein: (i) relieve except as set forth in Section 7.11(c), said termination shall be the sole remedy of the parties hereto with respect to breaches of any covenant, representation or release any party to warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, 52 <PAGE> directors, officers or Affiliates, as the case may be, shall have any liability or damages (which the parties acknowledge and agree shall not be limited further obligation to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or partiesparties or any of their respective trustees, directors, officers or Affiliates, as the case maybe may be, of such party’s obligations under pursuant to this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve , except for the parties hereto in each case as stated in this Section 9.2, and in Section 10.15, Section 7.2(b) and Section 7.3, and upon a willful breach by a party, in which case the non-breaching party or parties shall have all rights and remedies existing at law or in equity; for the avoidance of doubt the Buyer Parties acknowledge that a failure on their obligations under part to consummate the Confidentiality transactions contemplated by this Agreement due to lack of sufficient funds or financing shall be considered a willful breach; (ii) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made; and (iii) all Confidential Information from the Seller Parties shall be returned to the Seller Parties, and all Confidential Information from the Buyer shall be returned to the Buyer.

Procedure and Effect of Termination. In the event of the termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 9.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated terminate and become void and have no effect, and there the transactions contemplated hereby shall be no liability hereunder on abandoned, without further action by any of the part parties hereto. If this Agreement is terminated as provided herein: lxiv (a) said termination shall be the sole remedy of Buyerthe parties hereto with respect to breaches of any covenant, Merger Sub representation or the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing warranty contained in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement and none of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement hereto nor any of expenses their respective trustees, directors, officers or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or partiesAffiliates, as the case maybe may be, shall have any liability or further obligation to the other parties or any of such party’s obligations under their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve , except for the parties hereto in each case as stated in this Section 9.2, Section 9.3, Section 10.15 and in Sections 7.2(b) and 7.3, and upon a willful breach by a party, in which case the non-breaching party shall have all rights and remedies existing at law or in equity; provided, however, the Seller Parties shall not be responsible for liability for any misrepresentation or breach of their obligations under any warranty or covenant by any Seller Party contained in this Agreement prior to the Confidentiality time of such termination; (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made; and (c) all Confidential Information from the Seller Parties shall be returned to the Seller Parties or destroyed, and all Confidential Information from the Buyers shall be returned to the Buyers or destroyed (provided that the party doing such destruction shall deliver a written certification of such destruction to the other party).

Procedure and Effect of Termination. In the event of the termination of this Agreement pursuant to ‎Section Section 8.1 by BuyerModern Media, on the one hand, or the Company, on the other hand, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of Buyer, Merger Sub any of Modern Media or the Company, except that this ‎Section 8.2 and ‎Section 5.3 Section 8.2, Section 5.5 (Public Announcements), ‎Section 10.1 Section 9.1 (Fees and Expenses), ‎Section 10.2 Section 9.2 (Notices), ‎Section 10.3 Section 9.3 (Severability), ‎Section 10.7 Section 9.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 ), Section 9.9 (Governing Law), and Section 9.18 (Trust Account Waiver) shall survive any termination of this Agreement. Nothing in this ‎Section Section 8.2 shall (ia) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-of- pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders equity holders (taking into consideration relevant matters matters, including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party)) arising out of such party’s Fraud willful or Willful Breach intentional breach of any provision of this Agreement, or (iib) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe may be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement by either or both of Purchaser or USRealty pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 7.1, written notice thereof shall forthwith be given by the terminating party or parties to the other party or parties hereto specifying the provision hereof pursuant to which such termination is madehereto, and this Agreement shall be terminated thereupon terminate and become void and have no effect, and there the transactions contemplated hereby shall be no liability hereunder on abandoned without further action by the part of Buyer, Merger Sub or the Companyparties hereto, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.the provisions of Section 7.2(b) and ‎Section 10.9 (Governing Law) Section 8.6 shall survive any the termination of this Agreement. Nothing in ; PROVIDED, HOWEVER, that such termination shall not relieve any party hereto of any liability for any willful breach of this ‎Section 8.2 Agreement (other than a breach of a representation, as to which no party shall be liable hereunder). (b) In the event that this Agreement is terminated pursuant to Section 7.1(c): (i) relieve by Purchaser, if the failure of the Purchase and Sale Closing to occur by the Drop Dead Date shall be due to the failure of USRealty to perform or release observe in all material respects its covenants and agreements set forth herein or (ii) by USRealty, if the failure of the Purchase and Sale Closing to occur by the Drop Dead Date shall be due to the failure of SCGI or Purchaser to perform or observe in all material respects their covenants and agreements set forth herein, the non-terminating party shall pay or cause to be paid to the terminating party, in same day funds, such terminating party's Expenses, upon demand. If this Agreement is terminated by any party on or after the Drop Dead Date and as of such date all conditions to this Agreement the parties' obligations set forth in Article VI, other than (A) the condition set forth in Section 6.2(b), (B) the delivery at the Purchase and Sale Closing of the certificates referenced in Section 6.2(a) and 6.3(a), and (C) any liability condition which has not been or damages (which the parties acknowledge and agree shall cannot be limited satisfied as a result of the failure of SCGI or Purchaser to reimbursement perform or observe in all material respects their covenants and agreements set forth herein, shall have been satisfied or waived, SCGI shall pay or cause to be paid to USRealty, in same day funds, USRealty's Expenses upon demand. For purposes of expenses or this Section 7.2(b), "EX- PENSES" of a party means the documented out-of-pocket costsfees and expenses incurred or paid by or on behalf of USRealty or Holdings, and may include to in the extent proven case of Expenses of USRealty, or Purchaser or SCGI, in the benefit case of Expenses of Purchaser, in connection with the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud Equity Purchase or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of transactions contemplated by this Agreement (including fees and nothing expenses of counsel, commercial banks, investment banking firms and accountants), but in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreementany event not to exceed US$2,100,000.

Procedure and Effect of Termination. In the event of the termination of this Agreement pursuant to ‎Section Section 8.1 by Buyerthe Parent Parties, on the one hand, or the CompanyCompanies, on the other hand, written notice thereof shall forthwith be given to the other parties hereto Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of Buyer, Merger Sub any of the Parent Parties or the CompanyCompanies, except that this ‎Section 8.2 and ‎Section 5.3 Section 8.2, Section 5.5 (Public Announcements), ‎Section 10.1 Section 9.2 (Fees and Expenses), ‎Section 10.2 Section 9.3 (Notices), ‎Section 10.3 Section 9.4 (Severability), ‎Section 10.7 Section 9.8 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 ), Section 9.10 (Governing Law), Section 9.16 (No Recourse) and Section 9.19 (Trust Account Waiver) shall survive any termination of this Agreement. Nothing in this ‎Section Section 8.2 shall (ia) relieve or release any party Party to this Agreement of any liability or damages (which the parties Parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such partycost) arising out of such partyParty’s Fraud Fraud, intentional misrepresentation, or Willful Breach willful or intentional breach of any provision of this Agreement or (iib) impair the right of any party Party hereto to compel specific performance by the other party Party or partiesParties, as the case maybe may be, of such partyParty’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement.

Procedure and Effect of Termination. In Except as set forth in Section 8.2(c) below, in the event of the termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to ‎Section Section 8.1 by Buyer, on the one hand, or the Company, on the other handhereof, written notice thereof shall forthwith be given by a party so terminating to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated forthwith terminate and shall become null and void and have of no further effect, and the transactions contemplated hereby shall be abandoned without further action by the Company, the Sellers, Buyer or, if applicable, FWH. If this Agreement is terminated pursuant to Section 8.1 hereof: (a) each party shall redeliver all documents, work papers and other materials of the other parties relating to the transactions contemplated hereby, 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 Company and its Subsidiaries shall be treated in accordance with the Confidentiality Agreement pursuant to Section 5.2(b) hereof; (b) all filings, applications and other submissions made pursuant hereto shall, at the option of the Sellers, and to the extent practicable, be withdrawn from the agency or other Person to which made; and (c) there shall be no liability or obligation hereunder on the part of Buyer, Merger Sub or the Company, the Sellers, Buyer or, if applicable, FWH or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents, advisors or Representatives, except with respect to a breach of Section 4.6 hereof and except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements)the Company, ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve Sellers or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or partiesBuyer, as the case maybe may be, may have liability to the other party if the basis of termination is a willful, a material breach by the Company, the Sellers or Buyer, as the case may be, of such party’s obligations under one or more of the provisions of this Agreement. The Confidentiality Agreement , and except that the obligations provided for in Sections 5.2(b), 8.2 and 10.5 hereof shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreementsuch termination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 7.1 hereof, written notice thereof shall forthwith be given by the Party so terminating to the other parties hereto specifying the provision hereof pursuant to which such termination is madeParty, and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any Party. If this Agreement is terminated pursuant to Section 7.1 hereof: (a) each Party shall redeliver all documents, work papers and become void other materials of the other Party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the Party furnishing the same or, upon prior written notice to such Party, shall destroy all such documents, work papers and have no effectother materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed; (b) notwithstanding any provision of the Confidentiality Agreement to the contrary, each Party shall not disclose, and shall keep strictly confidential, all Confidential Information about the other Party at all times and forever following such termination and shall not use any of such Confidential Information for any reason or purpose whatsoever; (c) all filings, applications and other submissions made pursuant hereto shall, at the option of the party who is responsible for such filings, applications and other submissions, and to the extent practicable, be withdrawn from the agency or other Person to which made; and (d) there shall be no liability or obligation hereunder on the part of BuyerSeller, Merger Sub Buyer or the Companyany of their respective directors, officers, employees, Affiliates, Controlling Persons, agents or representatives, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall that: (i) relieve or release any party to nothing in this Agreement of shall relieve any Party from liability for fraud or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses willful misconduct in connection with, or out-any willful breach of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or this Agreement; and (ii) impair the right of any party hereto to compel specific performance by obligations provided for in this Section 7.2 and Sections 5.2(b), 5.6, 5.10, 9.1, 9.7, 9.8, 9.9 and 9.13 hereof and in the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreementsuch termination.

Procedure and Effect of Termination. In the event of the termination Termination of this Agreement pursuant to ‎Section 8.1 Section 11.1 by Buyerone Party shall be by written notice to the other Party, on and, except as set forth below, shall be effective upon delivery of such notice. Upon such termination, this Agreement shall terminate and be void and be of no further effect other than in respect of obligations specified herein to survive termination, and the one handtransactions contemplated hereby shall be abandoned without liability to Buyer Group or Seller Group. Each Party shall be thereupon fully released and discharged from any liability or obligation under or resulting from this Agreement and Buyer shall not have any other remedy or cause of action under or relating to this Agreement; provided that the obligations of Buyer under the Confidentiality Agreement and the obligations of the Parties under this Section 11.2 and Sections 11.3(c), 11.4(k), 12.6, 12.7, and 12.8 shall remain valid and in full force and effect. If this Agreement is terminated as provided herein: (a) Buyer shall, upon request of Seller, redeliver, and shall cause its respective agents (including attorneys and accountants) to redeliver, all documents, work papers and other material of Seller or the Company relating to the transactions contemplated hereby, whether obtained before or after the execution of this Agreement, or certify the destruction thereof. All information received by Buyer with respect to the business, operations, assets, or financial condition of Seller, the Company, on the other handBusiness or the Properties, written notice thereof including in respect of the negotiation of this Agreement, shall forthwith be given remain subject to the other parties hereto specifying Confidentiality Agreement; (b) all information received by Seller with respect to the provision hereof pursuant business, operations, assets, or financial condition of Buyer, including in respect of the negotiation of this Agreement, shall remain subject to which such termination is madethe Confidentiality Agreement; and (c) except as otherwise expressly set forth herein, and no Party to this Agreement shall be terminated and become void and have no effect, and there shall be no any liability hereunder on the part of Buyer, Merger Sub or the Companyto any other party, except that this ‎Section 8.2 (i) for any breach by such Party of the terms and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination provisions of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing stated in this ‎Section 8.2 shall relieve the parties hereto of their obligations under Section 11.2, and (iii) as provided in the Confidentiality Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement pursuant to ‎Section 8.1 by BuyerSection 7.1, on (i) this Agreement, except for the one handprovisions of Section 5.2(b), or the Company, on the other hand, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, all of Article IX and this Agreement Section 7.2, shall be terminated and become void and have no effect, and there shall be no liability hereunder without any Liability on the part of Buyerany party hereto or its directors, Merger Sub officers, stockholders or partners; PROVIDED, HOWEVER, that nothing in this Section 7.2 shall relieve any party for liability for any breach of this Agreement as set forth in the Companynext succeeding sentence of this Section 7.2, except and (ii) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made or appropriately amended to reflect the termination of the transactions contemplated hereby. Notwithstanding the foregoing, (a) nothing in this Section 7.2 shall relieve any party hereto of liability for Damages resulting from any breach of any of its obligations under this Agreement; PROVIDED, HOWEVER, that for purposes of this ‎Section 8.2 and ‎Section 5.3 clause (Public Announcementsa), ‎Section 10.1 Damages shall be deemed not to include Third Party Claims, and (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.b) and ‎Section 10.9 (Governing Law) if it shall survive any be judicially determined that termination of this Agreement was caused by an intentional breach of this Agreement. Nothing , then, in addition to other remedies at law or equity for breach of this ‎Section 8.2 shall Agreement, but subject to the limitation in clause (ia) relieve or release any above, the party so found to have intentionally breached this Agreement of any liability or damages (which shall indemnify and hold harmless the parties acknowledge and agree shall not be limited to reimbursement of expenses or other party hereto for its respective out-of-pocket costs, including the fees and may include expenses of their counsel, accountants, financial advisors and other experts and advisors, as well as fees and expenses incident to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities negotiation, preparation and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination execution of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreementrelated documentation.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 9.1, written notice thereof shall forthwith be given by the Party so terminating to the other parties hereto specifying Parties, and, subject to this Section 9.2, this Agreement shall terminate, become void and no effect and the provision hereof pursuant to which transactions contemplated hereby shall be abandoned without further action by any Party. The date of any such termination is madereferred to herein as the “Termination Date”. If this Agreement is terminated pursuant to Section 9.1: (a) each Party shall redeliver all documents, work papers and other materials of another Party or Parties, as applicable, relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the Party furnishing the same 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 this Agreement all confidential information received by any Party with respect to the other Parties shall be terminated treated in accordance with the Confidentiality Agreement; provided, however, that each Party may retain copies, extracts or other reproductions in whole or in part, mechanical or electronic, of such documents, work papers and become void other materials in accordance with such Party’s record retention policies and have no effectprocedures or to the extent necessary to comply with applicable legal or regulatory requirements; provided, further, however, any documents, work papers or other materials retained pursuant to the foregoing proviso shall remain subject to the confidentiality obligations contained in Section 6.9 and the Confidentiality Agreement. (b) all filings, applications and other submissions made pursuant hereto shall, at the option of the Company, and to the extent practicable, be withdrawn from the agency or other Person to which made; and (c) there shall be no liability or obligation hereunder on the part of Buyer, Merger Sub or the Company, the Seller, Buyer, any Member or any of their respective directors, officers, employees, Affiliates, agents or representatives, except (i) liability for fraud, willful misconduct or a willful, material breach by the Company, the Seller, a Member 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) that the terms and obligations provided for in this ‎Section 8.2 Section 9.2 and ‎Section 5.3 Sections 1.1 (Definitions), 6.3 (Public Announcements), ‎Section 10.1 11.1 (Fees and Expenses), ‎Section 10.2 11.2 (Notices), ‎Section 10.3 11.3 (Severability), ‎Section 10.7 11.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 11.9 (Governing Law) shall survive any termination of this Agreement. Nothing hereof and in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination such termination. Notwithstanding the foregoing, until a Closing occurs (and including if this Agreement is terminated for any reason) (i) to the extent that the Seller, the Company or any Member has any liability or obligation to Buyer for monetary damages, Buyer’s sole recourse with respect to any such liability shall be to the Company and (ii) no recourse hereunder or under any documents or instruments delivered in connection herewith may be made against the Seller or any officer, agent or employee of the Seller or any direct or indirect holder of any equity interests or securities of the Seller, any Affiliate of the Seller, or any direct or indirect director, officer, employee, partner, affiliate, member, controlling person or representative of any of the foregoing. Notwithstanding any of the foregoing, nothing contained in this Agreement shall (x) relieve any Party from liability for any willful and intentional breach of this Agreement and nothing in this ‎Section 8.2 shall relieve or (y) prevent Buyer from seeking equitable remedies, including under Section 11.10, against the parties hereto of their obligations under the Confidentiality AgreementSeller or any Member.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to ‎Section Section 8.1 by Buyer, on the one hand, or the Company, on the other handhereof, written notice thereof shall forthwith be given by the Parent and the Sellers, on the one hand, or Buyer, on the other hand, so terminating to the other parties hereto specifying the provision hereof pursuant to which such termination is made, party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by the Parent, the Sellers, or Buyer. If this Agreement is terminated pursuant to Section 8.1 hereof: (a) each party shall redeliver all documents, work papers and become void other materials of the other parties relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same or, upon prior written notice to such party, shall destroy all such documents, work papers and have no effectother materials and deliver notice to the parties seeking destruction of such documents that such destruction has been completed, and there all confidential information received by any party hereto with respect to any other party shall be no liability treated in accordance with the Confidentiality Agreement; provided, that the confidential information of Buyer provided to Sellers and Parent and their Affiliates and representatives shall be treated as confidential in the same manner and to the same extent as the confidential information of Sellers is protected in such Confidentiality Agreement; (b) all filings, applications and other submissions made pursuant hereto shall, at the option of the Parent and the Sellers, and to the extent practicable, be withdrawn from the agency or other Person to which made; (c) termination of this Agreement pursuant to Section 8.1 hereof shall not be an exclusive remedy for default hereunder on the part of the Parent and the Sellers, on the one hand, and Buyer, Merger Sub or on the Companyother, except and such parties shall retain all rights at law and in equity; provided, however, that this ‎Section 8.2 and ‎Section 5.3 if such termination is (Public Announcementsi) pursuant to Section 8.1(a), ‎Section 10.1 Section 8.1(b) or Section 8.1(f) hereof, (Fees ii) by Buyer pursuant to Section 7.3(g) hereof provided that Sellers are not in breach of any representation or warranty contained in Section 2.14 hereof, or (iii) by Buyer pursuant to Section 7.3(a) hereof based on the occurrence of an event, circumstance or action between the date of execution of this Agreement and Expenses)the Closing, ‎Section 10.2 and such event, circumstance or action does not arise from or relate to (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.A) a breach of a representation and ‎Section 10.9 (Governing Law) shall survive any termination warranty of Sellers and/or Parent at the time of execution of this Agreement. Nothing in this ‎Section 8.2 shall , (iB) relieve or release any party to this Agreement a breach by Sellers and/or Parent of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costscovenant set forth in Article V hereof, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (iiC) impair any act of fraud or willful misconduct on the right part of Sellers and/or Parent and/or any party hereto to compel specific performance by the other party or partiesof their respective Affiliates, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any then termination of this Agreement shall be Buyer’s, on the one hand, and nothing Sellers’ and Parent’s, on the other hand, sole and exclusive remedy; and (d) the obligations provided for in this ‎Section 8.2 Section 6.6, and Articles VIII and XI hereof and shall relieve the parties hereto of their obligations under the Confidentiality Agreementsurvive any such termination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 9.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto specifying party (it being understood that notice to Teligent shall have the provision hereof pursuant same effect as notice to which such termination is made, all of the Sellers) and this Agreement shall be terminated terminate and become void and have no effect, and there the transactions contemplated hereby shall be no liability hereunder on abandoned, without further action by any of the part parties hereto. If this Agreement is terminated as provided herein: (a) said termination shall be the sole remedy of Buyerthe parties hereto with respect to breaches of any covenant, Merger Sub representation or the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing warranty contained in this ‎Section 8.2 Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall (i) relieve or release any party to this Agreement of have any liability or damages (which the parties acknowledge and agree shall not be limited further obligation to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or partiesany of their respective trustees, directors, officers or Affiliates, as the case maybe may be, pursuant to this Agreement, except in each case as stated in this Section 9.2, Section 10.14 and in Sections 7.4(b), 7.5, 7.8(a), 7.9 and 7.15, and upon a willful breach by a party, in which case the non-breaching party shall have all rights and remedies existing at law or in equity; provided, however, the Sellers shall not be responsible for liability for any misrepresentation or breach of any warranty or covenant by the Sellers contained in this Agreement prior to the time of such party’s obligations under termination; (b) all filings, applications and other submissions made pursuant to this Agreement. The Confidentiality Agreement , to the extent practicable, shall survive be withdrawn from the agency or other Person to which they were made; and (c) all Confidential Information from any termination and all of this Agreement the Sellers shall be returned to Teligent, and nothing in this ‎Section 8.2 all Confidential Information from the Buyer shall relieve be returned to the parties hereto of their obligations under the Confidentiality AgreementBuyer.

Procedure and Effect of Termination. In the event of the termination of this Agreement the transactions contemplated hereby pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 10.1, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant Party to which such termination is madethis Agreement, and this Agreement shall terminate, the transactions contemplated hereby shall be terminated and become void and have no effectabandoned without further action by either of the Parties, and there no Party shall be no have any liability hereunder on the part of Buyer, Merger Sub or the Companyfurther obligation under this Agreement, except that the obligations set forth in this ‎Section 8.2 Section 10.2, Section 10.3, Section 10.4, Section 10.5 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) Article 12 shall survive any termination and remain in full force and effect; provided, that, if this Agreement is validly terminated pursuant to Section 10.1(e) or Section 10.1(f), such termination shall not affect any right or remedy which has accrued hereunder or under Applicable Law prior to or on account of such termination, and the provisions of this Agreement shall survive such termination to the extent required so that each Party may enforce all rights and remedies available to such party hereunder or under Applicable Law in respect of such termination and so that any Party responsible for any such breach or nonperformance of its obligations hereunder Table of Contents prior to termination shall remain liable for the consequences therefor. If this Agreement is terminated as provided herein, upon request therefor, each Party shall redeliver all documents, work papers and other material of any other Party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the Party furnishing the same. Upon written notice of termination in accordance with this Section 10.2, either Party may give the Escrow Agent the Termination Notice provided for in the Escrow Agreement. If a Party receives a Termination Notice, it may at any time within ten days thereafter give the Escrow Agent a Termination Objection Notice, as defined in the Escrow Agreement, stating that it disputes the right of the Party giving the Termination Notice to terminate this Agreement or if it has a claim against the terminating Party for material breach of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to ‎Section 8.1 by Buyer, on the one hand, or the Company, on the other handSection 7.1 hereof, written notice thereof shall forthwith be given by Seller, on the one hand, or Buyer, on the other hand, so terminating to the other parties hereto specifying the provision hereof pursuant to which such termination is made, party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by Seller, or Buyer. If this Agreement is terminated pursuant to Section 7.1 hereof: (a) each party shall redeliver all documents, work papers and become void other materials of the other parties relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same or, upon prior written notice to such party, shall destroy all such documents, work papers and have no effectother materials and deliver notice to the parties seeking destruction of such documents that such destruction has been completed, and all confidential information received by any party hereto with respect to the other party shall be treated in accordance with the Confidentiality Agreement and Section 5.2(b) hereof; (b) all filings, applications and other submissions made pursuant 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) there shall be no liability or obligation hereunder on the part of BuyerSeller or Buyer or any of their respective directors, Merger Sub officers, employees, Affiliates, controlling Persons, agents or the Companyrepresentatives, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Law) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall (i) relieve Seller or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or partiesBuyer, as the case maybe may be, shall have liability to the other party if the basis of termination is a willful, material breach by Seller or Buyer, as the case may be, of such party’s obligations under one or more of the provisions of this Agreement. The , and except that the obligations provided for in this Section in Section 10.1 hereof and in the Confidentiality Agreement and the non-compete obligations of the Alliance Agreement shall survive any termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreementsuch termination.

Procedure and Effect of Termination. In the event of the termination of this Agreement pursuant to ‎Section 8.1 Section 7.1, this Agreement will terminate and the transactions contemplated hereby will be abandoned without further action by Buyerany Party. If this Agreement is terminated pursuant to Section 7.1: (a) each Party will redeliver all documents, on the one hand, or the Company, on work papers and other materials of the other handParty relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the Party furnishing the same or, upon prior written notice thereof shall forthwith be given 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 any Party with respect to the other parties Party will be treated in accordance with the Confidentiality Agreement and Section 5.2(b); (b) all filings, applications and other submissions made pursuant hereto specifying will, to the provision hereof pursuant extent practicable, be withdrawn from the agency or other Person to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and ; (c) there shall will be no liability or obligation hereunder on the part of BuyerHD Supply, Merger Sub Buyer or the Companyany of their respective directors, officers, employees, Affiliates, agents or Representatives, except that (i) if the basis of termination is a Willful Breach by HD Supply of one or more of the provisions of this ‎Section 8.2 Agreement, HD Supply will be liable to Buyer for damages resulting from such breach (ii) the obligations provided for in this Section 7.2(c) and ‎Section 5.3 Sections 5.5 (Public Announcements), ‎Section 10.1 7.3 (Reverse Termination Fee), 8.1 (Fees and Expenses), ‎Section 10.2 8.2 (Notices), ‎Section 10.3 8.3 (Severability), ‎Section 10.7 8.7 (Consent to Jurisdiction), Etc.8.8 (Waiver of Jury Trial) and ‎Section 10.9 8.10 (Governing Law) shall hereof and in the Confidentiality Agreement will survive any termination of this Agreement. Nothing such termination; and (d) notwithstanding anything contained in this ‎Section 8.2 shall (i) relieve Agreement or release any party to this the Confidentiality Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven contrary, the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Agreement shall will survive any the termination of this Agreement for a period of two years following the date of such termination and nothing in this ‎Section 8.2 shall relieve the parties hereto term of their obligations under the Confidentiality AgreementAgreement will be automatically amended to be extended for such additional two-year period.

Procedure and Effect of Termination. In the event (a) If this Agreement is validly terminated by either or both of the Buyer or the Sellers pursuant to Section 11.01, prompt written notice thereof shall be given to the other Party (other than with respect to a termination under Section 11.01(a)), and this Agreement shall terminate and the Transactions shall be abandoned without further action or Liability of any Party hereunder; provided, nothing herein shall relieve a Party, 3D Korea or Hexagon Korea of Liability for any Willful Breach or Fraud by such Party pursuant to this Agreement or the Korean Purchase Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions relating to the Transactions as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made. (b) Without limiting the generality of the foregoing, or any applicable Law, neither the Buyer nor the Sellers may rely on the failure of any condition precedent set forth in ARTICLE VIII or ARTICLE IX to be satisfied as a ground for termination of this Agreement by such Party if such failure was caused by such Party’s or its Affiliate’s Fraud or Willful Breach. (c) Notwithstanding any termination of this Agreement pursuant to ‎Section 8.1 by BuyerSection 11.01, on the one handfirst two sentences of Section 6.06, or the CompanySection 6.07, on the other hand, written notice thereof shall forthwith be given this Section 11.02 and ARTICLE XII (and any related definitions necessary to give effect to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of Buyer, Merger Sub or the Company, except that this ‎Section 8.2 and ‎Section 5.3 (Public Announcements), ‎Section 10.1 (Fees and Expenses), ‎Section 10.2 (Notices), ‎Section 10.3 (Severability), ‎Section 10.7 (Consent to Jurisdiction, Etc.) and ‎Section 10.9 (Governing Lawforegoing surviving provisions) shall survive any termination of this Agreement. Nothing in this ‎Section 8.2 shall such termination. (id) relieve or release any party to this Agreement of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s equityholders taking into consideration relevant matters including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party) arising out of such party’s Fraud or Willful Breach or (ii) impair the right of any party hereto to compel specific performance by the other party or parties, as the case maybe be, of such party’s obligations under this Agreement. The Confidentiality Korean Purchase Agreement shall survive any terminate automatically upon the valid termination of this Agreement and nothing in this ‎Section 8.2 shall relieve the parties hereto of their obligations under the Confidentiality Agreementfor any reason.