Common use of Purchaser Termination Fee Clause in Contracts

Purchaser Termination Fee. If this Agreement is validly terminated by the Seller pursuant to Section 8.1(a)(vii), then the Purchaser shall pay to the Seller by wire transfer of immediately available funds an amount equal to $20,000,000 (the “Purchaser Termination Fee”), such payment to be made within 5 Business Days after written notice of such termination. It is the intent of the Seller and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding anything to the contrary in this Agreement, upon the termination of this Agreement pursuant to Section 8.1(a)(vii), the Seller’s receipt of the Purchaser Termination Fee shall be the sole and exclusive right and remedy of the Seller, the Company and their Affiliates, and the sole and exclusive obligation of the Purchaser and its Affiliates, with respect to all matters arising under or relating to this Agreement, and that upon payment of the Purchaser Termination Fee, the Purchaser shall not have any further liability or obligation relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2, and, in order to obtain such payment the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Seller.

Purchaser Termination Fee. If 12.3.1. In the event that (a) this Agreement is validly terminated by the either Seller or Purchaser pursuant to Section 8.1(a)(vii)12.1.4, (b) the condition set forth in Section 10.3.2 shall not have been satisfied but all other conditions to the Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, (c) Seller has not breached any of its obligations under Section 7.7, and (d) if (i) Purchaser requested in writing from Seller at least ten Business Days prior to the initial Drop Dead Date that Seller agree to the Drop Dead Date Extension under the circumstances permitted for a Drop Dead Date Extension described in Section 12.1.4, and Seller so agreed to the Drop Dead Date Extension or (ii) Seller has not agreed to the Drop Dead Date Extension following Purchaser’s failure, within five Business Days after Seller’s request, to confirm in writing to Seller that either (1) the financing commitment contained in the Financing Letter has been extended through the period of the Drop Dead Extension, or (2) Purchaser has sufficient funds on hand or otherwise has available Financing to consummate the Transactions, then the Purchaser shall pay or cause to be paid the Purchaser Termination Fee to Seller promptly, and in any event within two Business Days following such termination, by wire transfer of immediately available same day funds an amount equal to $20,000,000 (one or more accounts designated by the “Seller. 12.3.2. The Parties hereto acknowledge and hereby agree that in no event shall Purchaser Termination Fee”)be required to pay, such payment or to cause to be made within 5 Business Days after written notice of such termination. It is the intent of the Seller and the Purchaserpaid, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding anything to the contrary in this Agreement, upon the termination of this Agreement pursuant to Section 8.1(a)(vii), the Seller’s receipt of the Purchaser Termination Fee on more than one occasion, whether or not Purchaser Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events. Further, in a circumstance where Seller has received the Purchaser Termination Fee and later is awarded damages in respect of a breach of this Agreement by Purchaser, such damages shall be reduced (but not below zero) by the sole and exclusive right and remedy of the Seller, the Company and their Affiliates, and the sole and exclusive obligation of the Purchaser and its Affiliates, with respect to all matters arising under or relating to this Agreement, and that upon payment amount of the Purchaser Termination Fee. 12.3.3. The Parties acknowledge that the agreements contained in this Section 12.3 are an integral part of the Transactions, and that, without these agreements, the Purchaser shall Parties would not have any further liability or obligation relating to or arising out of enter into this Agreement; accordingly, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the if Purchaser fails to timely promptly pay the Purchaser Termination Fee when amount due and payable pursuant to this Section 8.212.3.1, and, in order to obtain such payment payment, the Seller commences an Actiona suit that results in a judgment against Purchaser for the amount set forth in Section 12.3.1 or any portion thereof, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay to the Seller its reasonable Seller, (a) Seller’s costs and expenses (including reasonable attorney’s attorneys’ fees) incurred in connection with such Action along with the Purchaser Termination Fee, together with suit and (b) interest on the Purchaser Termination Fee and amount payable pursuant to such costs or expenses judgment at the “prime rate” as published rate of Citibank N.A. in The Wall Street Journaleffect on the date of payment, Eastern Edition on with such date, interest being payable in respect of the period from the date on which the Purchaser Termination Fee that payment was due and payable hereunder (or such costs and expenses were expended by Seller) until originally required to be made pursuant to Section 12.3.1 through the date on which such payment is received by the Sellerof payment.

Purchaser Termination Fee. If (a) In the event this Agreement is validly terminated by the Seller Purchaser pursuant to Section 8.1(a)(vii9.01(b)(ii) at a time when Sellers’ Representative is entitled to terminate this Agreement pursuant to Section 9.01(b)(i) or Section 9.01(d) or by Sellers’ Representative pursuant to Section 9.01(b)(i) or Section 9.01(d), then the Purchaser shall pay or cause to be paid to the Seller Acquired Companies to an account designated by Sellers’ Representative by wire transfer of immediately available same day funds an amount equal to $20,000,000 10,000,000 (the “Purchaser Termination Fee”)) promptly, but in no event later than three (3) Business Days after such termination. (b) The Parties acknowledge and agree that: (i) the agreements contained in this Section 9.03 are an integral part of the Transactions; (ii) without these agreements, the Parties would not enter into this Agreement; (iii) If Purchaser fails to promptly pay any amounts due pursuant to Section 9.03(a) and, in order to obtain such payment, Sellers’ Representative commences a suit or brings an Action, Purchaser shall be responsible for and pay Sellers’ Representative’ reasonable costs and expenses (including reasonable attorneys’ fees) in connection with such suit or Action plus interest on the amount payable pursuant to any judgment rendered or settlement entered with respect to such suit or Action, at a rate equal to 3% plus the “Prime Rate” in effect and announced as such on a daily basis in the Wall Street Journal from the date such payment was originally required to be made within 5 Business Days after written notice pursuant to Section 9.03(a) above through the date of payment; (iv) the Purchaser Termination Fee is not a penalty, but rather is liquidated damages, in a reasonable amount (along with the amounts set forth in Section 9.03(b)(iii) and the Other Fees to which Seller or its applicable Affiliates are entitled that will compensate the Acquired Companies and Sellers for any and all claims, costs, expenses, Taxes, damages, liabilities, diminution in value, losses or deficiencies (including attorneys’ fees and other costs and expenses incident to any suit, action or proceeding or incurred in connection with the enforcement of rights hereunder) (“Damages”) suffered or incurred by the Acquired Companies, Sellers or any other Person in connection with this Agreement, the Transactions (and the abandonment or termination hereof) or any other matter forming the basis for such termination. It is , and no Person shall have any rights or claims against any of Purchaser and any of its Affiliates, and each of their respective general or limited partners, stockholders, managers, members, directors, officers, employees, advisors, Affiliates, agents, financing sources, or other representatives, successors and assigns (each, an “Purchaser Related Party”), and no Purchaser Related Party shall have any other liability or obligation for any or all Losses suffered or incurred by Sellers, the intent Acquired Companies, any of either of their direct or indirect equityholders or any other Person in connection with this Agreement (and the termination hereof) or any of the Seller Transactions (and the Purchaserabandonment or termination hereof), or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise in the circumstances in which such fee is paid for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the Seller expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision and without these agreements, the Purchaser hereby acknowledge and agree, that notwithstanding parties would not enter into this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, upon in the termination of event this Agreement pursuant to Section 8.1(a)(vii)is terminated by Sellers’ Representative in circumstances where the Purchaser Termination Fee is payable, the Seller’s receipt of the Purchaser Termination Fee and the Other Fees shall be the sole and exclusive right and remedy of Sellers and the Seller, the Company Acquired Companies and their Affiliates, respective Affiliates against Purchaser and the sole and exclusive obligation Purchaser Related Parties for any Damages suffered as a result of the Purchaser and its Affiliates, with respect to all matters arising under or relating to this Agreement, and that upon payment failure of the Transactions to be consummated, it being understood that in no event shall Purchaser Termination Fee, the Purchaser shall not have any further liability be required to pay fees or obligation relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and damages payable pursuant to this Section 8.2, and, 9.03 on more than one occasion. (d) Notwithstanding anything to the contrary in order to obtain such payment the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Feethis Agreement, the maximum liability of Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with the Purchaser Termination FeeRelated Parties for Damages based on any breach of this Agreement or otherwise, together with interest including any claim based on tort, breach of contract shall be an amount equal to the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the SellerOther Fees.

Purchaser Termination Fee. If this Agreement is validly terminated by the Seller pursuant to Section 8.1(a)(vii), then the (a) Purchaser shall pay to Novatel the Seller Purchaser Termination Fee if this Agreement is terminated by Purchaser or Novatel pursuant to Section 7.1(b) and (A) all of the conditions set forth in Sections 6.2(a), 6.2(b), 6.2(c), 6.2(d) and 6.2(e) have been satisfied, except for those conditions which, by their terms, are required to be satisfied or performed at Closing, each of which is capable of being satisfied at the Closing, and (B) Purchaser shall have failed to consummate the Acquisition by the Outside Date. (b) Purchaser shall pay to Novatel the Purchaser Termination Fee by wire transfer of immediately available same-day funds an amount equal to $20,000,000 within five (the “Purchaser Termination Fee”), such payment to be made within 5 5) Business Days after written notice following the date of such termination. It is the intent of the Seller and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding anything to the contrary in this Agreement, upon the termination of this Agreement pursuant to Section 8.1(a)(vii), Agreement. Purchaser acknowledges and agrees that the Seller’s receipt agreements contained in this ARTICLE VII are an integral part of the Purchaser Termination Fee shall be the sole and exclusive right and remedy of the Seller, the Company and their Affiliates, and the sole and exclusive obligation of the Purchaser and its Affiliates, with respect to all matters arising under or relating to transactions contemplated by this Agreement, and that upon payment of the Purchaser Termination Feethat, the Purchaser shall without these agreements, Novatel would not have any further liability or obligation relating to or arising out of entered into this Agreement; accordingly, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the if Purchaser fails to timely promptly pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.27.3, and, and in order to obtain such payment the Seller commences Novatel makes a claim against Purchaser that results in an ActionOrder against Purchaser, and Purchaser ultimately pays then in such Purchaser Termination Feecase, the Purchaser shall pay to Novatel the Seller its reasonable Purchaser Termination Fee and all of Novatel’s costs and expenses (including reasonable attorney’s feesattorneys’ fees and expenses) incurred in connection with such Action along with the Purchaser Termination Feeclaim, together with interest on the full amount of the Purchaser Termination Fee and from the date such costs or expenses payment was required to be made until the date of payment at the “prime rate” lending rate as published in The Wall Street Journal, Eastern Edition Journal in effect on such date, from the date on which such payment was required to be made. Purchaser acknowledges that the Purchaser Termination Fee was is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Novatel, in the circumstances in which such fee is due and payable hereunder (or such costs payable, for the efforts and expenses were expended resources expended, for the damages that will be suffered by Seller) until Novatel and its subsidiaries and their respective businesses as a result of the date on termination of this Agreement and for the opportunities forgone by Novatel while negotiating this Agreement and in the expectation of the consummation of the transactions contemplated hereby, which such payment is received by the Selleramount would otherwise be impossible to calculate with precision.

Purchaser Termination Fee. If In the event that this Agreement is validly terminated by the Seller pursuant to Section 8.1(a)(vii8.01(d) or Section 8.01(g), and in connection therewith a Financing Failure Event has occurred, then the Purchaser shall pay (or cause to be paid) to Seller a termination fee of $20,000,000 in the Seller by wire transfer of aggregate in cash in immediately available funds an amount equal to $20,000,000 (the “Purchaser Termination Fee”) as promptly as reasonably practicable (and, in any event, within five (5) Business Days following such termination), such payment it being understood that in no event shall Purchaser be required to pay (or cause to be made paid) the Purchaser Termination Fee on more than one occasion. In the event that this Agreement is terminated pursuant to Section 8.01(d) or Section 8.01(g), and in connection therewith a Financing Failure Event has not occurred, then Seller, at its sole option, may seek any remedies available to it, including specific performance pursuant to Section 10.09; provided, that if Seller so desires in its sole discretion, it may at any time following such termination elect in a writing delivered to Purchaser liquidated damages in lieu of specific performance or other monetary damages available to Seller, and in such event Purchaser shall pay (or cause to be paid) to Seller a liquidated damages fee of $20,000,000 in the aggregate in cash in immediately available funds (the “Purchaser Damages Fee”) as promptly as reasonably practicable (and, in any event, within 5 five (5) Business Days after written following notice of such termination. It is election), it being understood that in no event shall Purchaser be required to pay (or cause to be paid) (i) the intent of Purchaser Damages Fee on more than one occasion or (ii) both the Seller and the Purchaser, and the Seller Purchaser Termination Fee and the Purchaser hereby acknowledge and agree, that notwithstanding Damages Fee. Notwithstanding anything to the contrary in this Agreement, upon in the termination of event this Agreement is terminated pursuant to Section 8.1(a)(vii)8.01(d) or Section 8.01(g) and the Purchaser Termination Fee, or at Seller’s election the Purchaser Damages Fee, is paid to Seller, or as directed by Seller to another Person, the Seller’s receipt payment of the Purchaser Termination Fee or the Purchaser Damages Fee, as applicable, pursuant to this Section 8.03 shall be deemed to be the sole and exclusive right and remedy of the Seller, Parent and the Company and their Affiliates, and the sole and exclusive obligation of against the Purchaser and its AffiliatesAffiliates for any Losses, Liabilities or other damages suffered in connection with respect to all matters arising under this Agreement (including as a result of any breach of any representation, warranty, covenant, agreement or relating to other provision in this Agreement), and that (ii) upon payment of the Purchaser Termination Fee, or at Seller’s election the Purchaser Damages Fee, none of Purchaser, its Affiliates shall not have any further liability or obligation relating to or arising out of this Agreement, Agreement or the transactions contemplated hereby and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, (iii) upon payment of the Purchaser Termination Fee, or at Seller’s election the Purchaser Damages Fee, none of Seller, Parent nor the Company and shall have any further recourse against Purchaser or its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under including the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(aDebt Financing) and 6.16 and Seller, Parent or the Company shall cause any interest and expenses payable pursuant to litigation, proceeding or similar Proceedings pending against Purchaser, its Affiliates or the following sentence of this Section 8.2). In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2, and, in order to obtain such payment the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred Debt Financing Sources in connection with such Action along this Agreement and/or any of the transaction contemplated hereby to be dismissed with prejudice promptly, but in any event within five (5) Business Days thereafter. The parties hereto agree that the Purchaser Termination Fee, together with interest on and the Purchaser Termination Damages Fee if elected by Seller, is a liquidated damage, and such costs not a penalty. The parties acknowledge and agree that the agreements contained in this Section 8.03 and Section 8.04 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter this Agreement. Seller shall be entitled to seek both a grant of specific performance if permitted pursuant to Section 10.09, and monetary damages or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which payment of the Purchaser Damages Fee under this Section 8.03, but under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance and an award of money damages, including all or any portion of the Purchaser Damages Fee or Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the SellerFee.

Purchaser Termination Fee. If this (i) In the event that the Agreement is validly terminated by the Seller Purchaser pursuant to Section 8.1(a)(vii8.1(a)(iv), then the Purchaser shall pay to the Seller by wire transfer Parties a fee of immediately available funds an amount equal to $20,000,000 (the “Purchaser Termination Fee”) no later than immediately before the effective date of such termination by wire transfer of immediately available funds to an account specified by Seller Parties in writing to Purchaser. In the event that the Purchaser Termination Fee becomes payable and is paid by the Purchaser pursuant to this Section 8.1(b)(i), such payment to be made within 5 Business Days after written notice of such termination. It is the intent of the Seller and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding anything to the contrary in this Agreement, upon the termination of this Agreement pursuant to Section 8.1(a)(vii), the Seller’s receipt of the Purchaser Termination Fee shall be the sole and exclusive right and remedy of the Seller, the Company Seller Parties and their Affiliates, and the sole and exclusive obligation of the Purchaser and its Affiliates, Affiliates with respect to all matters such termination, including any Losses arising under out of or relating related to this Agreementthe breach or breaches giving rise to such termination or Purchaser’s such termination and failure to consummate the Transactions. In no event shall any Seller Party seek any (x) equitable relief or equitable remedies of any kind whatsoever or (y) money damages or any other recovery, and that upon payment judgment, or damages of any kind, including consequential, indirect, or punitive damages, other than damages in an amount not in excess of the Purchaser Termination Fee, the Purchaser shall not have any further liability or obligation relating to or arising out of this Agreement, or related to the breach or breaches giving rise to any such termination or Purchaser’s such termination and all rights and claims, whether at Law or in equityfailure to consummate the Transactions. Notwithstanding the foregoing, in contract, tort or otherwise, no event shall any Purchaser Termination Fee be due to any Seller Party in the event of the Seller, the Company and a Purchaser termination pursuant to Section 8.1(a)(iv) that resulted from a Seller Party’s material breach of its Affiliates obligations under Section 6.15; any such termination by Purchaser shall be deemed waived, against treated as a termination by Purchaser pursuant to Section 8.1(a)(iii). (ii) The Seller Parties understand and agree that in no event shall the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect be required to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2, and, in order to obtain such payment the on more than one occasion. The Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable costs and expenses Parties agree that (including reasonable attorney’s feesx) incurred in connection with such Action along with the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee constitutes compensation and such costs is not a penalty, (y) the liabilities and damages that may be incurred or expenses at suffered by the “prime rate” as published Seller Parties in The Wall Street Journal, Eastern Edition on such date, from the date on which circumstances where the Purchaser Termination Fee was due is payable to the Seller Parties are impossible or very difficult to accurately estimate, and payable hereunder (z) the Purchaser Termination Fee is a reasonable estimate of the anticipated or such costs and expenses were expended by Seller) until the date on which such payment is received actual harm that might be suffered by the SellerSeller Parties in the circumstances where the Purchaser Termination Fee is payable to the Seller Parties.

Purchaser Termination Fee. If (a) Purchasers shall pay to Seller the Purchaser Termination Fee if (i) (A) this Agreement is validly terminated by the Purchasers or Seller pursuant to Section 8.1(a)(vii), then the 8.01(b) and (B) either Purchaser shall pay is in breach of any of its covenants set forth in Section 5.09 with respect to the CFIUS Approval; (ii) (A) this Agreement is terminated by Purchasers or Seller pursuant to Section 8.01(b) and (B) any consent, approval or Governmental Order of any Governmental Authority required by wire transfer of immediately available funds an amount equal or with respect to $20,000,000 (either Purchaser in connection with the “Purchaser Termination Fee”), such payment to be made within 5 Business Days after written notice of such termination. It is the intent of the Seller execution and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding anything to the contrary in this Agreement, upon the termination delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby, other than the CFIUS Approval, was not obtained prior to the Outside Date; or (iii) (A) this Agreement is terminated by Purchasers or Seller pursuant to Section 8.1(a)(vii8.01(b), (B) all of the Seller’s receipt conditions set forth in Sections 6.01 and 6.02 have been satisfied except for those conditions which, by their terms, are required to be satisfied or performed at Closing, each of which is capable of being satisfied at the Closing, and (C) Purchasers shall have failed to consummate the transactions contemplated by this Agreement by the Outside Date; provided, however, that in the case of clause (i), subject to Section 8.02 and Section 9.08, and except in the case of fraud or willful misconduct by Purchasers, payment of the Purchaser Termination Fee shall in accordance with this Section 8.04 will be the sole and exclusive right and remedy of the Seller, the Company and their Affiliates, and the sole and exclusive obligation of the Purchaser and its Affiliates, Seller with respect to any and all matters monetary damages arising under or relating this Agreement. Nothing in this Section 8.04 shall inhibit Seller’s ability to seek specific performance pursuant to the terms of Section 9.08. (b) Purchasers shall pay to Seller the Purchaser Termination Fee by wire transfer of same-day funds within two (2) Business Days following the date of termination of this Agreement. In order to satisfy the foregoing agreement of Purchasers, Purchasers shall issue to the Escrow Agent written instructions to wire to Seller the full amount of the Escrow Fund in accordance with the wire transfer instructions set forth in the Escrow Agreement. Each Purchaser acknowledges and agrees that the agreements contained in this Article VIII are an integral part of the transactions contemplated by this Agreement, and that upon payment of the Purchaser Termination Feethat, the Purchaser shall without these agreements, Seller would not have any further liability or obligation relating to or arising out of entered into this Agreement; accordingly, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect if Purchasers fail to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the Purchaser fails to timely promptly pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.28.04, and, and in order to obtain such payment Seller makes a claim against Purchasers that results in a Governmental Order against Purchasers, then in such case, Purchasers shall pay to Seller the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable Fee and all of Seller’s costs and expenses (including reasonable attorney’s feesattorneys’ fees and expenses) incurred in connection with such Action along with the Purchaser Termination Feeclaim, together with interest on the full amount of the Purchaser Termination Fee and from the date such costs or expenses payment was required to be made until the date of payment at the “prime rate” lending rate as published in The Wall Street Journal, Eastern Edition Journal in effect on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Sellerwas required to be made.

Purchaser Termination Fee. If (a) In the event that (i) this Agreement is validly terminated by the Seller either Purchaser or SPX (x) pursuant to Section 8.1(a)(vii10.1(e), but only in connection with an Order with respect to the antitrust or competition Laws, or (y) pursuant to Section 10.1(b) and, at the time of such termination, any Material Antitrust Condition shall not have been satisfied, (ii) the issuance of such Order or the failure of any Material Antitrust Condition to be satisfied (as applicable) was not caused by a breach of Section 6.1 by SPX, and (iii) all other conditions to the obligations of Purchaser to consummate the transactions contemplated by this Agreement set forth in Article VII have been satisfied or waived (or, in the case of those conditions that by their terms are to be satisfied at the Closing, would be capable of being satisfied if the Closing were to occur), then the Purchaser shall pay to the Seller SPX or SPX’s designee, by wire transfer of immediately available funds to an amount equal to $20,000,000 (account or accounts designated in writing by SPX, the “Purchaser Termination Fee”), such payment to be made Fee within 5 two Business Days after written notice of such termination. It is the intent of the Seller and the Purchaser, and the Seller and the . (b) Any Purchaser hereby acknowledge and agree, that notwithstanding anything to the contrary in this Agreement, upon the termination of this Agreement Termination Fee payable pursuant to Section 8.1(a)(vii10.2(a), shall be paid as liquidated damages (and not as a penalty), it being agreed by the Seller’s receipt parties that the actual damages to SPX in such event are impractical to ascertain and the amount of Purchaser Termination Fee is a reasonable estimate thereof. For the avoidance of doubt, if paid, the Purchaser Termination Fee shall be the sole and exclusive right and remedy available pursuant to this Agreement in respect of a termination of this Agreement in the circumstances specified in Section 10.2(a). (c) The parties acknowledge that the agreements contained in this Section 10.2 are an integral part of the Seller, the Company and their Affiliates, and the sole and exclusive obligation of the Purchaser and its Affiliates, with respect to all matters arising under or relating to transactions contemplated by this Agreement, and that upon payment of that, without these agreements, neither Purchaser nor SPX would have entered into this Agreement; accordingly, if Purchaser fails to promptly pay the Purchaser Termination Fee, the then Purchaser shall not have any further liability or obligation relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equityshall, in contractaccordance with Section 12.19, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2, and, in order to obtain such payment the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its SPX’s reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with the Purchaser Termination Feeof enforcing this Section 10.2, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, Specified Rate from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) required to have been paid until the date on which such payment is actually received by the SellerSPX.

Purchaser Termination Fee. (a) If Sellers’ Representative terminates this Agreement is validly terminated by the Seller pursuant to Section 8.1(a)(vii7.01(d), then and all of the Purchaser conditions to each Purchaser’s obligations to consummate the Closing under Section 6.02 have been satisfied (other than any such conditions that by their nature are to be satisfied as of the Closing), the parties agree that the Seller Parties shall have suffered a loss of an incalculable nature and amount, unrecoverable in law, and the Purchasers shall pay to the Sellers’ Representative, in his capacity as paying agent and for the benefit of the Seller by wire transfer Parties, a fee of immediately available funds an amount equal to $20,000,000 2,000,000 (the “Purchaser Termination Fee”), such payment it being agreed that in no event shall the Purchasers be required to pay the Purchaser Termination Fee on more than one occasion. If the Purchasers are required to pay the Purchaser Termination Fee, the Purchaser Termination Fee shall be made within 5 payable in immediately available funds by wire transfer no later than seven (7) Business Days after written notice termination of such termination. It is the intent of the Seller and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, upon the termination of this Agreement pursuant Seller Parties’ right to Section 8.1(a)(vii), the Seller’s receipt receive payment of the Purchaser Termination Fee pursuant to this Section 7.02 shall be the sole and exclusive right and remedy of each Seller Party or any of its respective Affiliates against either Purchaser or any of its respective Affiliates or any of its respective stockholders, partners, members or Representatives for any and all Losses that may be suffered based upon, resulting from or arising out of the Seller, the Company and their Affiliatescircumstances giving rise to such termination, and the sole and exclusive obligation of the Purchaser and its Affiliates, with respect to all matters arising under or relating to this Agreement, and that upon payment of the Purchaser Termination FeeFee in accordance with this Section 7.02, neither of the Purchaser Purchasers nor any of their respective Affiliates or any of their respective stockholders, partners, members or Representatives shall not have any further liability or obligation relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under or the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2, and, in order to obtain such payment the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Sellertermination hereof.

Purchaser Termination Fee. (a) If this Agreement is validly properly terminated (i) by the Seller pursuant to Section 8.1(a)(vii9.01(b)(ii) (Breach), (ii) by Seller pursuant to Section 9.01(c) (Failure to Close), or (iii) by Purchaser or Seller pursuant to Section 9.01(b)(i) (Outside Date) and, in the case of this clause (iii), at such xxxx Xxxxxx had the right to terminate this Agreement pursuant to Section 9.01(c) (Failure to Close), then the Purchaser shall will, within five (5) Business Days after such termination, pay to Seller a cash fee equal to $10,000,000.00 (the Seller “Purchaser Termination Fee”) by wire transfer of immediately available funds to an amount equal account or accounts designated in writing by Seller. (b) Seller agrees and acknowledges that, except as expressly permitted by Section 11.11, if Purchaser or Purchaser Parent fails to $20,000,000 effect the transactions contemplated by this Agreement or otherwise is in breach of this Agreement, then (i) Seller’s sole and exclusive remedy against Purchaser, Purchaser Parent or any of their respective Affiliates and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or Representatives (collectively, the “Purchaser Termination FeeRelated Parties”), such payment whether at law or equity, in contract, in tort or otherwise, will be to be made within 5 Business Days after written notice of such termination. It is the intent of the Seller terminate this Agreement in accordance with Section 9.01 and the Purchaserto collect, and the Seller and if due, the Purchaser hereby acknowledge and agreeTermination Fee, that notwithstanding anything to (ii) the contrary in this Agreement, upon the termination of this Agreement pursuant to Section 8.1(a)(vii), the Seller’s receipt payment of the Purchaser Termination Fee shall be the sole and exclusive right and remedy of the Seller, the Company and their Affiliates, and the sole and exclusive obligation of the Purchaser and its Affiliates, with respect to all matters arising under or relating to this Agreement, and that upon payment of the Purchaser Termination Fee, the Purchaser shall not have any further liability or obligation relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall will be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors to be liquidated damages for any and all direct or indirect Losses of any kind, character or description incurred or suffered by Seller or any other Person in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under the Confidentiality by this Agreement, and (iii) no other Purchaser Related Party will have any expense reimbursement and indemnity obligations further Liability whatsoever relating to or arising out of this Agreement or any other Transaction Agreement or any of the Purchaser contained in Sections 6.3(atransactions contemplated hereby or thereby. For the avoidance of doubt, under no circumstances will Seller be (A) and 6.16 and any interest and expenses payable pursuant entitled to the following sentence of this Section 8.2). In the event that the Purchaser fails to timely pay collect the Purchaser Termination Fee when due on more than one occasion (or, after the receipt thereof, any portion thereof or any further funds or amounts) or (B) permitted or entitled to receive both a grant of specific performance as contemplated by Section 11.11 and payable pursuant to this Section 8.2, and, in order to obtain such payment all or any portion of the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee. Seller further agrees that the maximum aggregate Liability of Purchaser, Purchaser Parent and all of the other Purchaser shall pay Related Parties, taken as a whole, upon any termination of this Agreement will be limited to an amount equal to the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with amount of the Purchaser Termination Fee, together with interest on the and in no event will Seller seek to recover, or be entitled to recover, any Losses of any kind, character or description in excess of such amount. In no event will Seller seek to recover, or be entitled to recover, Losses from any Purchaser Termination Fee Related Party, other than Purchaser and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the SellerParent under this Agreement.

Purchaser Termination Fee. If Sellers agree and acknowledge that Purchaser’s negotiation and execution of this Agreement have required a substantial investment of management time and significant commitment of financial and other resources of Purchaser, and that the negotiation and execution of this Agreement have provided significant value to Sellers. Therefore, if the Bankruptcy Court fails to approve this Agreement because another offer for the purchase of the Business has been received and is validly terminated approved by the Seller pursuant to Section 8.1(a)(vii)Bankruptcy Court, then the then, in such event, and if thereafter any Purchaser shall Termination Event (as hereinafter defined) occurs, Sellers will pay to Purchaser a termination fee, which will include reimbursement of Purchaser’s costs and expenses in connection with the Seller by wire transfer negotiation of immediately available funds and activities incident to this Agreement, in an amount equal to $20,000,000 50,000 (the “Purchaser Termination Fee”), such payment to . The Purchaser Termination Fee will be made within 5 Business Days after written notice of such termination. It is paid upon the intent closing of the Seller and sale of the Business (or of the Purchased Assets thereof) to a third party. A Purchaser Termination Event means the consummation of any Alternative Transaction including a sale of all or a substantial portion of the Purchased Assets by a Competing Bid from a party other than the Purchaser, and or the Seller and confirmation of any Chapter 11 Plan, within 180 days of the execution of this Agreement. Sellers shall pay the Purchaser hereby acknowledge and agreeTermination Fee on the earlier of (a) the date of the consummation of an Alternative Transaction or (b) on the effective date of the confirmation by the Bankruptcy Court of any Chapter 11 Plan, that notwithstanding anything such date not to exceed fifteen (15) days from the contrary in this Agreement, upon the termination date of this Agreement pursuant such confirmation. Sellers’ obligation to Section 8.1(a)(vii), the Seller’s receipt of pay the Purchaser Termination Fee shall constitute and be the sole treated as a superpriority administrative expense of Sellers under Sections 503(b) and exclusive right and remedy 507(b) of the SellerBankruptcy Code and paid in cash immediately when due. The parties agree that such sum is a reasonable estimate of Purchaser’s costs, the Company and their Affiliatesexpenses, and the sole loss, and exclusive obligation of the is fair consideration to induce Purchaser and its Affiliates, with respect to all matters arising under or relating to enter into this Agreement, and that upon payment of the Purchaser Termination Fee, the Purchaser shall not have any further liability or obligation relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2, and, in order to obtain such payment the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Seller.

Purchaser Termination Fee. If Notwithstanding Section 8.3 above, in the event that there is a valid and effective termination of this Agreement is validly terminated by the Seller Purchaser pursuant to Section 8.1(a)(vii), 8.1(e) then the Purchaser Company shall pay to Purchaser a termination fee equal to One Million One Hundred Fifty Thousand U.S. Dollars ($1,150,000) plus the Seller Expenses actually incurred by or on behalf of Purchaser or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Merger or the other transactions contemplated hereby or thereby, including any related SEC filings, the Registration Statement, the Redemption and any PIPE Investment, but excluding any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO upon consummation of a Business Combination and any Extension Expenses (such aggregate amount, the “Purchaser Termination Fee”). The Purchaser Termination Fee shall be paid by wire transfer of immediately available funds to an amount equal to $20,000,000 account designated in writing by Purchaser within five (the “Purchaser Termination Fee”), such payment to be made within 5 5) Business Days after written notice Purchaser delivers to the Company the amount of such terminationExpenses, along with reasonable documentation in connection therewith. It is the intent of the Seller and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding Notwithstanding anything to the contrary in this Agreement, upon the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement pursuant to Section 8.1(a)(vii)in circumstances where the Purchaser Termination Fee is payable, the Seller’s receipt payment of the Purchaser Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which Purchaser would otherwise be entitled to assert against the Company or any of its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or stockholders with respect to this Agreement and the transactions contemplated hereby and shall be constitute the sole and exclusive right and remedy of available to Purchaser, provided, that the Seller, foregoing shall not limit (x) the Company and their Affiliates, and the sole and exclusive obligation of the Purchaser and its Affiliates, with respect to all matters arising under or from Liability for any Fraud Claim relating to this Agreement, and that upon payment events occurring prior to termination of the Purchaser Termination Fee, the Purchaser shall not have any further liability or obligation relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or (y) the transactions contemplated hereby (rights of Purchaser to seek specific performance or other than with respect to obligations arising injunctive relief in lieu of terminating this Agreement. For the avoidance of doubt, Fraud Claim shall not include decisions and conduct protected under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2, and, in order to obtain such payment the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Sellerbusiness judgment rule.

Purchaser Termination Fee. (a) If this Agreement is terminated, (i) by the Seller pursuant to Section 10.1(d); (ii) by the Seller pursuant to Section 10.1(f), or (iii) pursuant to Section 10.1(b) at a time when this Agreement could have been validly terminated by the Seller pursuant to Sections 10.1(d) or 10.1(f) and the circumstances giving rise to Seller’s right to terminate pursuant to Section 8.1(a)(vii)10.1(d) or 10.1(f) arose prior to the Outside Date, then the Purchaser shall pay to the Seller Purchaser Termination Fee to, or as directed by, Seller, as promptly as reasonably practicable (and, in any event, within one (1) Business Day following such termination) by wire transfer of immediately available funds an amount equal same day funds. (b) Except in the case of a Willful Breach and without limiting Seller’s right to $20,000,000 (the “Purchaser Termination Fee”), such payment specific performance pursuant to be made within 5 Business Days after written notice of such termination. It is the intent of the Seller and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding anything Section 11.16 prior to the contrary in this Agreement, upon the termination of this Agreement pursuant and notwithstanding anything else to the contrary included herein, if this Agreement is terminated under one of the circumstances described in Section 8.1(a)(vii10.3(a), the Seller’s receipt of the Purchaser Termination Fee (together with the payment of any indemnification or reimbursement pursuant to Section 7.16(e) and the Other Costs) from the Purchaser shall be the sole and exclusive right and remedy of the SellerSeller and its Affiliates (including the Company) against the Purchaser Parties, their Affiliates and the Company and their AffiliatesFinancing Sources for, and the sole Seller and exclusive obligation the Company shall be deemed to have waived all other remedies (including equitable remedies) with respect to, the failure of the Purchaser and its Affiliates, Acquisition to be consummated or with respect to all matters arising under any loss or relating damage suffered as a result thereof, any breach by the Purchaser of its obligation to this Agreementconsummate the Acquisition or the Financing or any breach by the Purchaser Parties of any representation, warranty, covenant or agreement set forth herein or in the Commitment Letter or in any document related to the Financing, and that upon payment of the Purchaser Termination Feesuch amount, the Purchaser Parties shall not have any no further liability or obligation relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated by this Agreement. (c) The parties hereto hereby (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event agree that the Purchaser fails to timely pay the Purchaser Termination Fee when is liquidated damages in a reasonable amount and not a penalty, and the payment of the Purchaser Termination Fee in the circumstances specified in this Agreement is supported by due and payable sufficient consideration. For the avoidance of doubt, under no circumstances shall Seller be entitled or permitted to receive (i) monetary damages for any breach by Purchaser Parties of this Agreement the aggregate amount of which, together with any portion of the Purchaser Termination Fee paid to Seller by the Purchaser pursuant to Section 10.3(a), exceeds the amount of the Purchaser Termination Fee and the Other Costs (except in the case of a Willful Breach), (ii) both a grant of specific performance or other equitable relief pursuant to Section 11.16, and any money damages, including all or any portion of the Purchaser Termination Fee, or (iii) the Purchaser Termination Fee on more than one occasion. (d) If Purchaser fails to promptly pay (or cause to be paid) in full the amount due pursuant to this Section 8.210.3, and, in order to obtain such payment payment, the Seller or the Company commences litigation that results in an Action, and award against the Purchaser ultimately pays such for the Purchaser Termination Fee, then the Purchaser non-prevailing party in such litigation shall pay the Seller prevailing party or its designee the prevailing party’s reasonable and documented costs and expenses (including reasonable and documented attorney’s fees) incurred in connection with enforcing or defending (as applicable) such Action along with the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in litigation. The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Sellerpayable pursuant to Section 7.16 and this Section 10.3(d) until shall be referred to herein collectively as the date on which such payment is received by the Seller“Other Costs.”

Purchaser Termination Fee. (i) If this Agreement is validly terminated by the Seller Company pursuant to Section 8.1(a)(vii8.1(c)(iii) or Section 8.1(c)(iv), then Purchaser shall, no later than three Business Days after the Purchaser shall date of such termination, pay to the Seller Company by wire transfer of immediately available same day funds an amount equal to one or more accounts designated by the Company a termination fee of $20,000,000 7,800,000 (as it may be adjusted pursuant to the next proviso of this Section 8.3(b)(i), the “Purchaser Termination Fee”); provided, such payment that from and after the date on which Purchaser delivers the Financing Commitments to be made within 5 Business Days after written notice of such termination. It is the intent Company, the amount of the Seller Purchaser Termination Fee shall be increased to $31,000,000; provided, further, that Purchaser may, in its sole discretion, satisfy its obligation to pay the Purchaser Termination Fee, in whole or in part, by transferring such number of shares of Common Stock beneficially owned by Xx. Xxxxxxxxx with an aggregate value (calculated based on a per share value equal to the Per Share Merger Consideration) equal to such portion of the Purchaser Termination Fee as Purchaser shall determine in its sole discretion, and provided still further that Purchaser shall pay the remainder of the Purchaser Termination Fee (if any) by wire transfer of same day funds to one or more accounts designated by the Company. (ii) In the event that this Agreement shall have been terminated under circumstance where the Purchaser Termination Fee is payable by Purchaser to the Company and the Purchaser, and the Seller and Company shall have received full payment of the Purchaser hereby acknowledge and agree, that notwithstanding anything to the contrary Termination Fee (whether by payment of same day funds or by transfer of shares of Common Stock or a combination thereof) in accordance with this Agreement, upon the termination of this Agreement pursuant to Section 8.1(a)(vii8.3(b), (A) the Seller’s receipt of the Purchaser Termination Fee shall be the sole and exclusive right and remedy of the Seller, the Company and its Affiliates against Purchaser, Merger Sub, their Affiliates, their financing sources and their respective directors, officers and other Representatives in connection with this Agreement, the transactions contemplated hereby (and the sole and exclusive obligation abandonment or termination thereof) or any matter forming the basis for such termination (including any breach by Purchaser or Merger Sub of the Purchaser and its Affiliatesrepresentations, with respect to all matters arising under warranties or relating covenants contained in this Agreement or any certificate or other document delivered or entered into pursuant to this Agreement), and that upon payment (B) none of the Purchaser Termination FeeCompany or any of its Affiliates shall be entitled to bring or maintain any action against Purchaser, the Purchaser shall not Merger Sub, any of their Affiliates or any of their respective directors, officers or other Representatives, or have any further liability or obligation relating to or obligation, arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or Agreement, any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination. For the avoidance of doubt, in the event Purchaser and/or Merger Sub fails to effect the Closing or otherwise breaches this Agreement or fails to perform any of their obligations hereunder, then the Company’s sole and exclusive remedy against Purchaser, Merger Sub or any of their Affiliates or any of their respective directors, officers or other than with Representatives in respect to obligations arising under the Confidentiality of this Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained contract or agreement executed in Sections 6.3(aconnection herewith (including any equity or debt commitment letter or similar agreements obtained pursuant to Section 6.7) and 6.16 the transactions contemplated hereby and any interest thereby (including the abandonment of such transactions and expenses payable pursuant the failure to the following sentence of consummate such transactions) shall be to terminate this Section 8.2). In the event that the Purchaser fails to timely pay Agreement in accordance with this Article VIII and collect, if due, the Purchaser Termination Fee when due and payable pursuant from Purchaser. Under no circumstances shall the Company be entitled to this Section 8.2, and, in order to obtain such payment the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with the Purchaser Termination Fee, together with interest on collect the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Sellermore than one occasion.

Purchaser Termination Fee. If (a) In the event that (i) Seller terminates this Agreement is validly terminated pursuant to, and in compliance with, Section 9.1(c) or Section 9.1(g) or (ii) Purchaser terminates this Agreement pursuant to, and in compliance with, Section 9.1(d), or Seller terminates this Agreement pursuant to, and in compliance with, Section 9.1(e), in either case of this clause (ii), at a time when Seller would have been permitted to terminate this Agreement under Section 9.1(g) and assuming all applicable notices were delivered by the Seller pursuant to Section 8.1(a)(vii(a “Qualified Termination”), then the Purchaser shall pay to the Seller by wire transfer Seller, or cause to be paid to Seller, a termination fee of $20,000,000 in cash in immediately available funds an amount equal to $20,000,000 (the “Purchaser Termination Fee”)) as promptly as reasonably practicable (and in any event, such payment to be made within 5 five (5) Business Days after written following the receipt by the Purchaser of Seller’s notice of such termination. It is the intent of the Seller and the Purchaser), and the Seller and it being understood that in no event shall the Purchaser hereby acknowledge and agree, that notwithstanding be required to pay the Purchaser Termination Fee on more than one occasion. Notwithstanding anything to the contrary in this Agreement, upon Agreement but subject to the termination proviso at the end of this Agreement pursuant to Section 8.1(a)(vii9.3(a), in the Seller’s event a Qualified Termination occurs, receipt of the Purchaser Termination Fee pursuant to this Section 9.3 shall be the sole and exclusive right and remedy of the Seller, the Company and their its Affiliates, and the sole and exclusive obligation of against the Purchaser and its Affiliates, with respect the Debt Financing Sources and any other actual or prospective financing sources and any arranger, agent or other representative of the foregoing, or any of the respective direct or indirect, former, current or future, Affiliates, general or limited partners, stockholders, managers, members, directors, officers, employees, agents, representatives, advisors or assignees of the foregoing (collectively, the “Purchaser Group Members”) for any Loss suffered as a result of any breach of this Agreement or the Debt Commitment Letter or the or the failure of the transactions contemplated by this Agreement or the Debt Commitment Letter to all matters arising under or relating to this Agreementbe consummated, and that upon payment of the Purchaser Termination Fee, the no Purchaser Group Member shall not have any further liability Liability to Seller or obligation any of its Affiliates, or to any of the representatives of any of the foregoing, relating to or arising out of this Agreement, and all rights and claims, whether at Law Agreement or in equity, in contract, tort or otherwise, of the SellerDebt Commitment Letter, the Company and its Affiliates shall be deemed waivedtransactions contemplated hereby or the Debt Commitment Letter (including, against for the Purchaser or avoidance of doubt, the Financing), any breach of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the Debt Commitment Letter or any failure of such transactions contemplated hereby by this Agreement or the Debt Commitment Letter to be consummated, in each case, whether based on contract (other than with respect to obligations arising including under the Confidentiality AgreementDebt Commitment Letter or any alternatives thereof contemplated hereby, this Agreement or otherwise), tort or strict liability, by the enforcement of any assessment, by any Action, by virtue of any applicable Law or otherwise and whether by or through attempted piercing of the corporate veil, by or through any Action by or on behalf of a party hereto or another Person or otherwise; provided that nothing in this Agreement shall limit the right of Seller to bring or maintain any Action for injunction, specific performance or other equitable relief to the extent, and any expense reimbursement solely to the extent, provided in Section 12.13(b). (b) Each of the parties hereto acknowledges and indemnity obligations agrees that the agreements contained in Section 9.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties hereto would not enter into this Agreement. Each of the parties hereto further acknowledges that the payment by Purchaser of the Purchaser contained Termination Fee is not a penalty, but constitutes liquidated damages in Sections 6.3(aa reasonable 60 33067829.14 amount that will compensate the Seller in the circumstances in which such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (c) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the If Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant due, Purchaser shall also pay to this Section 8.2, and, in order to obtain such payment the Seller commences an Actionall of the Seller’s and its Affiliate’s reasonable, out-of-pocket, costs and Purchaser ultimately pays expenses (including attorneys’ fees) in connection with all Actions to collect such Purchaser Termination Fee, solely to the Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with extent such Action along with the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee is paid, or ordered or otherwise directed by a court of competent jurisdiction in a final, non-appealable order with respect thereto, to be paid, to Seller and such costs or expenses at to enforce the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Sellerterms of this Section 9.3.

Purchaser Termination Fee. If (a) In the event this Agreement is validly terminated by (i) the Seller pursuant to Section 8.1(a)(vii9.01(e), then (ii) the Seller or the Purchaser pursuant to Section 9.01(a) at a time when (x) the Seller could have terminated this Agreement under Section 9.01(e) or (y) the Purchaser or the Seller could have terminated this Agreement under Section 9.01(f), (iii) the Seller or the Purchaser pursuant to Section 9.01(f), or (iv) the Seller or the Purchaser pursuant to Section 9.01(b) as a result of the issuance of any Governmental Order, pursuant to the Australian Foreign Acquisitions and Takeovers Xxx 0000 (Cth), restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement that has become final and non-appealable, the Purchaser shall pay to the Seller by wire transfer of immediately available funds an amount equal to $20,000,000 168,000,000 (the “Purchaser Termination Fee”), such payment to be made without any deductions for withholding or other similar Taxes, within 5 seven (7) Business Days after written notice of such termination. It is the intent of the Seller and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding anything to the contrary in this Agreement, upon the termination of this Agreement pursuant to Section 8.1(a)(vii), the Seller’s receipt of If the Purchaser Termination Fee shall be is due pursuant to this Section 9.03, and, in order to obtain the sole and exclusive right and remedy of the Sellerpayment thereof, the Company and their Affiliates, and the sole and exclusive obligation of Seller commences an Action which results in a final judgment not subject to reasonable further appeal (or any settlement payment) against the Purchaser and its Affiliates, with respect to all matters arising under or relating to this Agreement, and that upon for payment of the Purchaser Termination Fee, the Purchaser shall pay to the Seller its reasonable out of pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with such Action and enforcing its rights hereunder, together with interest on such amounts at the prime lending rate as published in The Wall Street Journal on the date such payment was required to be made. The Purchaser acknowledges and agrees that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Seller would not have enter into this Agreement. (b) If the Purchaser Termination Fee is payable and paid to the Seller pursuant to Section 9.03(a), the Seller agrees that (i) the Seller’s right to receive the Purchaser Termination Fee plus any further liability or obligation amounts owed pursuant to Section 5.17(a)(v) (the “Recoverable Amounts”) from the Purchaser shall be the Seller’s sole and exclusive remedy against the Purchaser, Purchaser Parent, Investors, any Financing Source, and their respective Representatives relating to or arising out of this AgreementAgreement and the transactions contemplated hereby, (ii) upon payment of the Recoverable Amounts, none of the Purchaser, Purchaser Parent, Investors nor any Financing Source, nor any of their respective Representatives, shall have any further liability or obligation to the Seller, its stockholders, the Acquired Companies, or any of their respective Representatives relating to or arising out of this Agreement or the transactions contemplated hereby, including for (A) any loss suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the transactions contemplated by this Agreement to be consummated and (B) any consequential, special, indirect or punitive damages, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, (iii) none of the Seller, its stockholders, the Company and its Affiliates Acquired Companies, nor any other Person shall be deemed waived, entitled to bring or maintain any Action against the Purchaser, Purchaser Parent, Investors, any Financing Source or any of its Affiliates, lenders their respective Representatives arising out of or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby by this Agreement (other than with respect to obligations arising under or the Confidentiality Agreement, and abandonment or termination thereof) or any expense reimbursement and indemnity obligations of matters forming the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2)basis for such termination. In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2, and, in order to obtain such payment Under no circumstances will the Seller commences an Action, be entitled to receive both a grant of specific performance and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with the Purchaser Termination Fee. (c) Notwithstanding anything herein to the contrary, together no Financing Source shall have any liability for any obligations or liabilities of the parties hereto or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. In no event shall the Seller or any of its Affiliates, and the Seller agrees not to and to cause its Affiliates not to, (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or the Investors or (ii) seek to enforce the commitments against, make any claims for breach of the Debt Commitment Letter or Equity Commitment Letter against, or seek to recover monetary damages from, or otherwise xxx, the Financing Sources or the Investors for any reason, including in connection with interest on the Purchaser Termination Fee Debt Commitment Papers or the obligations of lenders thereunder or the Equity Commitment Letter or the obligations of the Investors thereunder. Nothing in this Section 9.03(c) shall in any way limit or qualify the liabilities of the Financing Sources, the Investors and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from other parties to the date on which the Purchaser Termination Fee was due and payable hereunder Financing (or such costs and expenses were expended by Sellerthe definitive documents entered into pursuant thereto) until the date on which such payment is received by the Sellerto each other thereunder or in connection therewith.

Purchaser Termination Fee. If (a) In the event that this Agreement is validly has been terminated (i) by the Seller Purchaser pursuant to Section 8.1(a)(vii8.1(b), if at the time of such termination by Purchaser the Company would have been able, upon notice to Purchaser, to terminate this Agreement pursuant to Section 8.1(d)(ii), or (ii) by the Company pursuant to Section 8.1(d)(ii), then the within two (2) Business Days following such termination Purchaser shall pay or cause to be paid to the Seller by wire transfer of immediately available funds Company an aggregate amount equal to Twenty Two Million Dollars ($20,000,000 22,000,000) (the “Purchaser Termination Fee”), such payment . The parties understand and agree that in no event shall Purchaser be required to be made within 5 Business Days after written notice of such termination. It is the intent of the Seller and the Purchaser, and the Seller and pay the Purchaser hereby acknowledge and agree, that notwithstanding Termination Fee on more than one occasion. (b) Notwithstanding anything to the contrary in this Agreement, upon except in the termination case of intentional fraud or a willful and material breach of this Agreement Agreement, if Purchaser fails to complete the Closing by the date the Closing is required to have occurred pursuant to Section 8.1(a)(vii)1.4 or fail to perform hereunder as a result of a Financing Failure, then the Company’s and its Affiliates’ sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against Purchaser, their Affiliates, the Seller’s receipt Financing Sources and the Purchaser Representatives and assignees for any breach, loss or damage shall be to terminate this Agreement and receive payment of the Purchaser Termination Fee shall be only to the sole and exclusive right and remedy of the Seller, the Company and their Affiliatesextent provided by Section 8.3(a), and the sole and exclusive obligation none of the Purchaser and Purchaser, its Affiliates, with respect to all matters arising under the Financing Sources or relating to this Agreement, and that upon payment of the Purchaser Termination Fee, the Purchaser shall not Representatives or assignees will have any further liability or obligation to the Company or any of its Affiliates relating to or arising out of this Agreement, and all rights and claimsAgreement or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at Law law or in equity, in contract, in tort or otherwise, of the Seller, the Company . The Financing Sources (and its Affiliates shall be deemed waived, against the Purchaser or any of its such Financing Source’s Affiliates, lenders or investors for any equityholders, members, partners, officers, directors, employees, agents, advisors and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(aRepresentatives) and 6.16 and any interest and expenses payable pursuant to the following sentence are express third party beneficiaries of this Section 8.28.3(b). In the event that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2, and, in order to obtain such payment the Seller commences an Action, and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the Seller its reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action along with the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Seller.

Purchaser Termination Fee. (a) If Representative terminates this Agreement is validly terminated by the Seller pursuant to Section 8.1(a)(vii11.1(f), (subject to any applicable cure period) and both of the following are true (i) all of the conditions to Purchaser’s obligations to consummate the Closing under Sections 8.1 and 8.2 have been satisfied (other than (1) Purchaser obtaining the UFP Board Approval pursuant to Section 8.2(l), (3) those conditions that by their terms are to be satisfied at the Closing and for which Representative has provided evidence will be satisfied at Closing if the Closing was to occur or (4) any such condition that would have been satisfied but for an intentional act by Purchaser to make such condition not be satisfied), and (ii) UFP Board Approval was not obtained due to any ​ reason other than a material Diligence Matter, then the Purchaser shall pay to the Seller by wire transfer Company a fee of immediately available funds an amount equal to $20,000,000 750,000 (the “Purchaser Termination Fee”), such payment it being understood that in no event shall Purchaser be required to pay the Purchaser Termination Fee on more than one occasion whether or not the Purchaser Termination Fee may be made within 5 payable under more than one provision of this Agreement at the same time or at different times and the occurrence of different events. The Purchaser Termination Fee shall be payable in immediately available funds by wire transfer to the Company no later than five (5) Business Days after written notice of such termination. It is the intent of the Seller and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding . (b) Notwithstanding anything to the contrary in this Agreement, upon the termination of this Agreement pursuant Company’s right to Section 8.1(a)(vii), the Seller’s receipt receive payment of the Purchaser Termination Fee pursuant to this Section 11.4 shall be the sole and exclusive right and remedy of the Seller, the Company and its Subsidiaries, any Equity Holder or Representative and any of their Affiliatesrespective Affiliates against Purchaser or any of its Affiliates or any of their respective stockholders, members, partners, directors, officers, managers or representatives for any and all Losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination, and the sole and exclusive obligation of the Purchaser and its Affiliates, with respect to all matters arising under or relating to this Agreement, and that upon payment of the Purchaser Termination FeeFee in accordance with this Section 11.4, none of the Purchaser or any of its Affiliates or any of their respective stockholders, members, partners, directors, officers, managers or representatives shall not have any further liability or obligation Liability relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby Transactions. (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(ac) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event The parties acknowledge that the Purchaser fails to timely pay the Purchaser Termination Fee when due and payable pursuant to this Section 8.2is not a penalty, andbut is liquidated damages, in order a reasonable amount that will compensate the Company and the Equity Holders for the efforts and resources expended and opportunities foregone while negotiating this Agreement and the Transaction Agreements and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to obtain such payment the Seller commences an Actioncalculate with precision, and Purchaser ultimately pays such Purchaser Termination Feewithout these agreements, the Purchaser parties would not enter into this Agreement. Notwithstanding the foregoing, under no circumstances shall pay the Seller its reasonable costs Company, Representative or any other Person be permitted or entitled to receive both (x) an injunction, grant of specific performance, other equitable relief, and/or monetary damages, and expenses (including reasonable attorney’s feesy) incurred in connection with such Action along with payment of the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Seller.

Purchaser Termination Fee. (a) If this Agreement is validly terminated (i) by the Seller pursuant to Section 8.1(a)(vii8.01(c) or Section 8.01(f), or (ii) by Seller or Purchaser pursuant to Section 8.01(e) if, at the time of such termination, this Agreement could have been terminated pursuant to Section 8.01(c) or Section 8.01(f), then the within three Business Days following such termination, Purchaser shall pay to the Seller by wire transfer of immediately available funds an amount equal to $20,000,000 45,000,000 (such amount, the “Purchaser Termination Fee”), such payment . In no event shall Purchaser be required to be made within 5 Business Days after written notice pay the Termination Fee on more than one occasion. (b) Purchaser and Seller acknowledge that (i) the Termination Fee and other provisions of such termination. It is the intent this Section 8.04 are an integral part of the transactions contemplated hereby, (ii) without these agreements, Purchaser and Seller would not enter into this Agreement and (iii) any amount payable pursuant to this Section 8.04 does not constitute a penalty but is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such amounts are payable for the efforts and resources expended and the Purchaseropportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding which amount would otherwise be impossible to calculate with precision. (c) Notwithstanding anything in this Agreement to the contrary contrary, in this Agreement, upon the event of the termination of this Agreement, (i) Purchaser shall not have any liability or obligation as a result of, in connection with, relating to or arising out of this Agreement or any other documents and transactions contemplated thereby except Purchaser’s obligation to pay the Termination Fee and the other amounts payable pursuant to this Section 8.1(a)(vii)8.04 and (ii) the right of Seller to receive, and the receipt by Seller of, the Seller’s receipt of the Purchaser Termination Fee and the other amounts payable pursuant to this Section 8.04 to the extent payable shall be the sole and exclusive right remedy (whether at law, in equity, in contract, in tort or otherwise) of Seller and remedy of the Seller, the Company and their Affiliates, and the sole and exclusive obligation of the its Related Parties against Purchaser and its AffiliatesAffiliates (including Guarantors), with respect the Debt Financing Sources and each of their respective Related Parties for any damages or losses suffered by Seller and its Related Parties as a result of the failure of the Closing to all matters arising under occur or relating for any breach or failure to this Agreementperform hereunder, or any inaccuracy of any representation or warranty, and that upon payment none of the Purchaser Termination FeePurchaser, the Purchaser its Affiliates or their respective Related Parties shall not have any further liability or obligation relating to or arising out of this AgreementAgreement or the transactions contemplated thereby, including the Limited Guarantee; provided that the foregoing shall not impair the rights of Seller to obtain injunctive relief pursuant to, and all rights and claimssubject to the limitations of, whether at Law or in equitySection 10.13 prior to any termination of this Agreement. Notwithstanding anything herein to the contrary, in contractno event shall Seller or its Related Parties be entitled to seek or obtain any recovery or judgment in excess of the Termination Fee, tort and in no event shall Seller or its Related Parties be entitled to seek or obtain any other damages (monetary or otherwise) of any kind against any of Purchaser, of the Seller, the Company and its Affiliates shall be deemed waivedor their respective Related Parties for, against the Purchaser or any of its Affiliateswith respect to, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under or thereby, including any breach by Purchaser, the Confidentiality termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims, proceedings or actions under applicable Law arising out of any such breach, termination or failure (it being agreed and understood for the avoidance of doubt that under no circumstances shall any expense reimbursement and indemnity obligations Debt Financing Source or any Related Party of a Debt Financing Source have any liability in respect of the Purchaser contained Termination Fee or any other liability to Seller or any of its Related Parties arising hereunder or in Sections 6.3(a) connection herewith); provided, however, that the foregoing shall not limit the right of Seller to seek specific performance of this Agreement pursuant to, and 6.16 and any interest and expenses payable pursuant subject to the following sentence limitations in, Section 10.13 prior to the termination of this Section 8.2)Agreement; provided, further, that in no event shall Seller be entitled to both: (I) the payment of the Termination Fee and (II) the grant of specific performance of Purchaser’s obligation to consummate the Closing. In the event that the If Purchaser fails to timely promptly pay the Purchaser Termination Fee when amount due and payable pursuant to this Section 8.28.04(a), and, in order to obtain such payment the payment, Seller commences an Actiona suit that results in a judgment against Purchaser for the amount set forth in Section 8.04(a), and Purchaser ultimately pays such Purchaser Termination Fee, the Purchaser shall pay the to Seller its reasonable and documented out-of-pocket costs and expenses (including reasonable attorney’s attorneys’ fees) incurred in connection with such Action along with the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such costs and expenses were expended by Seller) until the date on which such payment is received by the Sellersuit.

Purchaser Termination Fee. If (a) In the event that this Agreement is validly terminated by the (i) Seller pursuant to Section 8.1(a)(vii12.1(b) or Section 12.1(f) or (ii) Seller or Purchaser pursuant to any other provision of Section 12.1, if at the time of such termination, this Agreement could have been terminated by Seller pursuant to Section 12.1(b) or Section 12.1(f), then then, in the case of each of (i) and (ii), Purchaser shall pay to the Seller by wire transfer a termination fee of immediately available funds an amount equal to thirty million dollars ($20,000,000 30,000,000) in cash (the “Purchaser Termination Fee”), such . (b) Any payment required to be made within 5 pursuant to Section 12.4(a) shall be made to Seller promptly following termination of this Agreement (and in any event no later than three (3) Business Days after written notice of such termination. It is the intent of the Seller and the Purchaser, and the Seller and the Purchaser hereby acknowledge and agree, that notwithstanding anything to the contrary in this Agreement, upon following the termination of this Agreement pursuant to Section 8.1(a)(viiAgreement), the Seller’s receipt of the Purchaser Termination Fee . Such payment shall be the sole made by wire transfer of immediately available funds to an account designated in writing by Seller. (c) Purchaser acknowledges and exclusive right and remedy of the Seller, the Company and their Affiliates, and the sole and exclusive obligation of the Purchaser and its Affiliates, with respect to all matters arising under or relating to this Agreement, and agrees that upon payment of the Purchaser Termination Fee, the Purchaser shall not have any further liability or obligation relating to or arising out of this Agreement, and all rights and claims, whether at Law or in equity, in contract, tort or otherwise, of the Seller, the Company and its Affiliates shall be deemed waived, against the Purchaser or any of its Affiliates, lenders or investors for any and all Losses suffered in connection with this Agreement or the transactions contemplated hereby (other than with respect to obligations arising under the Confidentiality Agreement, and any expense reimbursement and indemnity obligations of the Purchaser contained in Sections 6.3(a) and 6.16 and any interest and expenses payable pursuant to the following sentence of this Section 8.2). In the event that the if Purchaser fails to timely promptly pay the Purchaser Termination Fee when any amount due and payable pursuant to this Section 8.212.4, and, in order to obtain such payment the payment, Seller commences an Action, and a suit that results in a judgment against Purchaser ultimately pays such for the Purchaser Termination Fee, the Purchaser shall pay the to Seller its reasonable out-of-pocket costs and expenses (including reasonable attorney’s feesattorneys’ fees and expenses) incurred in connection with such Action along suit, in an aggregate amount not to exceed $500,000.00 (the “Reimbursement Cap”). (d) Except for Seller’s rights pursuant to Section 13.10, Seller’s right to receive the Purchaser Termination Fee from Purchaser when payable pursuant to Section 12.4(a), together with any related costs, expenses and interest payable pursuant to Section 12.4(c), shall constitute the sole and exclusive remedy of Seller against Purchaser, the Equity Financing Source, the Debt Financing Sources, any Debt Financing Source Related Parties or any Non-Recourse Party of Purchaser for any Losses suffered by Seller or any of its Affiliates, Representatives, successors and assigns as a result of the failure of the transactions contemplated by this Agreement or the Commitment Letters to be consummated or for any breach or failure to perform hereunder or thereunder (in any case, whether willfully, intentionally or otherwise); provided, however, that (i) LongRange Capital, L.P. shall remain obligated with respect to the Confidentiality Agreement, (ii) Purchaser shall remain obligated pursuant to Section 6.11 (with respect to the confidentiality, reimbursement and indemnification obligations of Purchaser therein), and (iii) the Equity Financing Source shall remain obligated pursuant to the Guarantee under the terms thereof. (e) The parties acknowledge and agree that (i) the payment by Purchaser of the Purchaser Termination Fee is not a penalty, (ii) in no event shall Purchaser be required to pay the Purchaser Termination Fee on more than one occasion and (iii) notwithstanding anything to the contrary herein, whether or not this Agreement is terminated, and regardless of the reason for any such termination, none of Seller or any of its Affiliates may seek monetary damages in excess of, the Purchaser Termination Fee, together with interest on the Purchaser Termination Fee and such costs or expenses at the “prime rate” as published in The Wall Street Journal, Eastern Edition on such date, from the date on which the Purchaser Termination Fee was due and payable hereunder (or such any related costs and expenses were expended by payable pursuant to Section 12.4(c); provided, however, that nothing in this Section 12.4(e) shall limit Seller’s monetary remedies in respect of a breach of the Confidentiality Agreement. (f) until The parties acknowledge and agree that the date on which such payment is received by agreements contained in this Section 12.4 are an integral part of the SellerTransactions and that, without this agreement, neither Purchaser nor Seller would have entered into this Agreement. Therefore, notwithstanding Section 13.11, this Section 12.4 shall not be severable in any manner.