Common use of Reverse Termination Fee Clause in Contracts

Reverse Termination Fee. 8.3.1 In the event that Seller shall validly terminate this Agreement pursuant to Section 8.1.3 or Section 8.1.5, Buyer shall pay to Seller a non-refundable amount equal to the Reverse Termination Fee in cash by wire transfer of immediately available funds within 10 Business Days following such termination. 8.3.2 In the event that Seller shall receive full payment of the Reverse Termination Fee pursuant to Section 8.3.1, the Reverse Termination Fee, together with the reimbursement and indemnification rights of Seller and its Affiliates under Section 8.3.3, if any, shall be Seller’s and its Affiliates’ sole and exclusive remedy with respect to, and shall be deemed to be liquidated damages for, any and all Losses suffered or incurred by Seller or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment or termination thereof) other than pursuant to the Confidentiality Agreement, including in respect of any breach of this Agreement or failure to comply with any covenants, obligations or agreements set forth herein or otherwise, including the failure to consummate the Closing pursuant to the terms hereof, and none of Seller or any of its Affiliates or any other Person shall have any further or other recourse to, or rights or remedies against, or be entitled to bring or maintain any claims, demands, actions, suits or causes of action against, Buyer, its Affiliates, the Financing Sources or any of its former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, advisors, agents or Affiliates or any of former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, agents or Affiliates of the foregoing or any other Person arising out of, under, or in connection with this Agreement (or the termination hereof), any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, including due to the failure to consummate such transactions, whether due to breach of the terms hereof or otherwise. The Reverse Termination Fee can only be paid once. For the avoidance of doubt, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance pursuant to Section 9.9 of this Agreement and the Reverse Termination Fee.

Reverse Termination Fee. 8.3.1 In the event that Seller shall validly terminate (i) If this Agreement is terminated pursuant to Section 8.1.3 6.01(c)(ii) or Section 8.1.56.01(c)(iii) (a “Specified Termination”), Buyer then Purchaser shall pay to Seller a non-refundable amount equal fee of $30,000,000 in cash (the “Reverse Termination Fee”) (to an account designated in writing by Seller) within fifteen (15) Business Days of any such Specified Termination. (ii) Notwithstanding anything in this Agreement, (x) if this Agreement is terminated under circumstances in which Purchaser is obligated to pay the Reverse Termination Fee in cash by wire transfer under Section 6.03(b)(i), upon payment of immediately available funds within 10 Business Days following such termination. 8.3.2 In the event that Reverse Termination Fee, none of the Purchaser, Parent or any Financing Source shall have any further liability with respect to this Agreement, the Transactions or the Equity Commitment Letter to the Seller shall receive full or any of its Affiliates, stockholders or Representatives, and payment of the Reverse Termination Fee pursuant to Section 8.3.1, the Reverse Termination Fee, together with the reimbursement and indemnification rights of Seller and its Affiliates under Section 8.3.3, if any, shall be Seller’s and its Affiliates’ sole and exclusive remedy with respect tofor any Claims or Losses, including attorneys’ fees and shall be deemed to be liquidated damages fordisbursements, any and all Losses suffered or incurred by Seller or its Subsidiaries and any other Person in connection with this Agreement (and or the termination hereof), the transactions contemplated hereby (and the abandonment or termination thereof) other than pursuant to the Confidentiality Agreement, including in respect of any breach of this Agreement or failure to comply with any covenants, obligations or agreements set forth herein or otherwise, including the failure to consummate the Closing pursuant to the terms hereof, and none of Seller Transactions or any of its Affiliates or any other Person shall have any further or other recourse to, or rights or remedies against, or be entitled to bring or maintain any claims, demands, actions, suits or causes of action against, Buyer, its Affiliates, the Financing Sources or any of its former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, advisors, agents or Affiliates or any of former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, agents or Affiliates of the foregoing or any other Person arising out of, under, or in connection with this Agreement (or the termination hereof), any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters matter forming the basis for such terminationtermination (including if such termination results from the Willful Breach of this Agreement by Purchaser or Parent), including due (y) unless and until the Closing occurs, if the Purchaser Group breaches this Agreement and/or the Transaction fails to be consummated for any reason or no reason (in each case, whether willfully, intentionally, unintentionally or otherwise), then except for the right to seek specific performance and payment of Seller’s costs and expenses associated therewith, in each case, in accordance with and subject to the terms and conditions of Section 9.11 of this Agreement or paragraph 5 of the Equity Commitment Letter, the sole and exclusive remedy against the Purchaser, Parent, any Financing Source, or any Non-Recourse Party (as defined in the Guaranty) for any breach, Claims, Losses or failure to consummate such transactionsperform under this Agreement shall be for Seller to terminate this Agreement in accordance with Section 6.01 and, whether due to breach if applicable, receive payment of the terms hereof Reverse Termination Fee, and (z) in such cases, Seller shall not have, and expressly waives and relinquishes, any other right, remedy or recourse (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity). The In no event shall Purchaser be required to pay the Reverse Termination Fee can only be paid onceon more than one (1) occasion. For the avoidance of doubt, under Under no circumstances circumstance shall Seller be permitted or entitled to receive both a grant of specific performance pursuant to Section 9.9 cause the Equity Financing to be funded and the Transactions to be consummated that results in the Closing and payment of this Agreement and the Reverse Termination Fee; provided, that Seller shall be entitled and is hereby expressly authorized to pursue simultaneous actions for the foregoing (asserting in the alternative a claim for the Reverse Termination Fee following termination should specific performance not be awarded). For the avoidance of doubt, nothing in this Section 6.03(b)(ii) shall limit (1) any remedies of Seller prior to a Specified Termination, including specific performance and payment of Seller’s costs and expenses associated therewith, in each case, pursuant to Section 9.11, or (2) any of Purchaser’s obligations under or remedies available to Seller with respect to the Confidentiality Agreement (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity). The Financing Sources are hereby named as third-party beneficiaries of this Section 6.03(b).

Reverse Termination Fee. 8.3.1 In the event that Seller shall validly terminate (a) If this Agreement is validly terminated by the Seller Parent pursuant to Section 8.1.3 12.1(c) or Section 8.1.512.1(f) or by Seller Parent or Buyer pursuant to Section 12.1(e) at a time when this Agreement was terminable by Seller Parent pursuant to Section 12.1(f), then Buyer shall pay to Seller Parent a non-refundable fee in the amount equal to of $215,000,000 (the “Reverse Termination Fee Fee”) in cash by wire transfer of immediately available funds within 10 Business Days following such terminationto an account designated by Seller Parent. The Reverse Termination Fee shall be paid no later than five business days after notice of termination of this Agreement in accordance with Section 12.1(c) or Section 12.1(f). 8.3.2 In (b) Each of the event that parties hereto agrees that, notwithstanding anything to the contrary contained in this Agreement, if Buyer breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise, including with respect to any allegation of fraud) or fails to perform hereunder (whether willfully, intentionally, unintentionally or otherwise, including with respect to any allegation of fraud), then, except for the right to seek specific performance in accordance with and subject to the terms and conditions of Section 13.16, the sole and exclusive remedy of Seller Parent or any of its Affiliates or direct or indirect equity holders (whether at law, in equity, in contract, in tort or otherwise) against Buyer, the Parents, the Lender Related Parties and any of their respective direct or indirect, former, current or future equityholders, controlling persons, directors, officers, employees, general or limited partners, members, managers, Affiliates, representatives, agents or assignees (each a “Buyer Related Party”) under any other agreement executed in connection with the transactions contemplated hereby (including the Financing Commitments, the Guarantees, any Buyer Ancillary Agreement or Seller Ancillary Agreement) or in respect of any oral representation made or alleged to have been made in connection herewith or therewith or otherwise, shall be for Seller Parent to terminate this Agreement pursuant to Section 12.1(c) or Section 12.1(f) (in each case, only if permitted under the terms thereof) and in such case, Seller Parent shall have the right to receive full payment of the Reverse Termination Fee pursuant to Section 8.3.1, and payment of any Expenses incurred by Seller Parent or any of its Affiliates in connection with the recovery or collection of the Reverse Termination Fee, together with up to a maximum amount of $5,000,000 (“Specified Expenses”); provided, that in no event shall any Buyer Related Party in the reimbursement aggregate be subject to monetary damages other than the payment of the Reverse Termination Fee and indemnification rights of Seller Specified Expenses. Except for the Buyer’s obligation to pay the Reverse Termination Fee to the extent triggered and its Affiliates under Section 8.3.3Specified Expenses, if any, (i) no Buyer Related Party shall be Seller’s and its Affiliates’ sole and exclusive remedy with respect to, and shall be deemed have any liability or obligation relating to be liquidated damages foror arising out of this Agreement, any and all Losses suffered contract or incurred by agreement executed in connection herewith (including the Financing Commitments, the Guarantees, any Buyer Ancillary Agreement or Seller Ancillary Agreement) or any other Person in connection with this Agreement (and the termination hereof), of the transactions contemplated hereby or thereby (and or the abandonment or termination thereof), (ii) other than pursuant to the Confidentiality Agreement, including in respect of any breach of this Agreement or failure to comply with any covenants, obligations or agreements set forth herein or otherwise, including the failure to consummate the Closing pursuant to the terms hereof, and none of Seller Parent or any of its Affiliates or any other Person shall have any further or other recourse to, or rights or remedies against, or be entitled to bring or maintain any claimsaction, demands, actions, suits suit or causes of action against, Buyer, its Affiliates, the Financing Sources or proceeding against any of its former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, advisors, agents or Affiliates or any of former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, agents or Affiliates of the foregoing or any other Person Buyer Related Party arising out of, under, of or in connection with this Agreement, any contract or agreement executed in connection herewith (including the Financing Commitments, the Guarantees, any Buyer Ancillary Agreement (or the termination hereof), Seller Ancillary Agreement) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, including due to the failure to consummate such transactions, whether due to breach of the terms hereof or otherwise. The Reverse Termination Fee can only be paid once. For the avoidance of doubt, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance pursuant to Section 9.9 of this Agreement and the Reverse Termination Fee.termination and

Reverse Termination Fee. 8.3.1 In (a) If this Agreement is terminated (i) by Seller or Purchaser pursuant to Section 9.1(d) if at such time (y) Seller had the event that Seller shall validly right to terminate this Agreement pursuant to Section 8.1.3 9.1(e) or (z) the Gaming Approvals had not then been obtained for any reason other than as a direct result of Seller’s breach of this Agreement, (ii) by Seller pursuant to Section 8.1.59.1(e) or (iii) by Seller or Purchaser pursuant to Section 9.1(f) (other than if such Gaming Approvals are unable to be obtained as a direct result of Seller’s breach of this Agreement), Buyer the parties agree that Seller shall have suffered a loss and value to the Purchased Interest of an incalculable nature and amount, unrecoverable at law, and Purchaser shall pay to Seller a non-refundable amount equal the Reverse Termination Fee, it being understood that in no event shall Purchaser be required to pay the Reverse Termination Fee on more than one occasion. The Reverse Termination Fee shall be payable in cash immediately available funds by wire transfer of immediately available funds within 10 no later than five (5) Business Days following after such termination. 8.3.2 In (b) Notwithstanding anything to the event that Seller shall contrary in this Agreement, Seller’s right to receive full payment of the Reverse Termination Fee pursuant to this Section 8.3.1, the Reverse Termination Fee, together with the reimbursement and indemnification rights of Seller and its Affiliates under Section 8.3.3, if any, 9.3 shall be Seller’s and its Affiliates’ the sole and exclusive remedy with respect to, and shall be deemed to be liquidated damages for, any and all Losses suffered or incurred by Seller or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment or termination thereof) other than pursuant to the Confidentiality Agreement, including in respect of any breach of this Agreement or failure to comply with any covenants, obligations or agreements set forth herein or otherwise, including the failure to consummate the Closing pursuant to the terms hereof, and none of Seller or any of its Affiliates or any other Person shall have any further or other recourse to, or rights or remedies against, or be entitled to bring or maintain any claims, demands, actions, suits or causes of action against, Buyer, its Affiliates, the Financing Sources against Purchaser or any of its former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, advisors, agents or Affiliates or any of formertheir respective stockholders, current or future general or limited partners, stockholdersmembers or representatives for any and all Damages that may be suffered based upon, managersresulting from, members, directors, officers, employees, agents or Affiliates of the foregoing or any other Person arising out ofof or relating to the circumstances giving rise to such termination, under, or in connection with this Agreement (or the termination hereof), any failure of the transactions contemplated hereby (to be consummated or the abandonment for a breach or termination thereof) or any matters forming the basis for such termination, including due to the failure to consummate such transactionsperform hereunder or otherwise, whether due to breach and upon payment of the terms hereof or otherwise. The Reverse Termination Fee can only be paid oncein accordance with this Section 9.3, none of Purchaser or any of its Affiliates or any of their respective stockholders, partners, members or representatives shall have any further Liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement. For THE PARTIES ACKNOWLEDGE AND AGREE THAT THE REVERSE TERMINATION FEE CONSTITUTES LIQUIDATED DAMAGES, AND NOT A PENALTY, AND THE PAYMENT OF THE REVERSE TERMINATION FEE IN THE CIRCUMSTANCES SPECIFIED HEREIN IS SUPPORTED BY DUE AND SUFFICIENT CONSIDERATION. While Seller may pursue both a grant of specific performance in accordance with Section 10.18 and the avoidance payment of doubtthe Reverse Termination Fee under this Section 9.3, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance pursuant to Section 9.9 that results in a Closing and any money damages, including all or any portion of this Agreement and the Reverse Termination Fee.

Reverse Termination Fee. 8.3.1 In the event that Seller shall validly terminate (a) If this Agreement is validly terminated by the Seller or the Guarantor pursuant to Section 8.1.3 10.1(d) or Section 8.1.510.1(f), then the Buyer shall pay to the Seller in cash, within twelve (12) Business Days after such termination, a non-refundable nonrefundable fee in the amount equal to of $35,000,000 (the “Reverse Termination Fee in cash Fee”) by wire transfer of immediately available funds within 10 Business Days to one or more accounts designated in writing by the Seller; provided that if the Reverse Termination Fee is due pursuant to this Section 10.3(a) and not timely paid, and, in order to obtain the payment, the Seller commences a Proceeding which results in a judgment (or any settlement payment) for payment of the Reverse Termination Fee, the Buyer shall pay the Seller promptly following any such terminationjudgment the Seller’s reasonable and documented out of pocket costs and expenses (including reasonable attorneys’ fees) in connection with such proceeding and all amounts not paid when due shall bear interest from such due date until paid at a rate of interest of 12% per annum. 8.3.2 In (b) Notwithstanding anything to the event that Seller contrary in this Agreement, if the Reverse Termination Fee is payable, then the Seller’s, the Guarantor’s, the Company’s and their respective Related Persons’ sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against the Buyer, its Related Persons, the Debt Financing Sources, and their respective assignees for any breach, loss or damage shall be to receive full payment of the Reverse Termination Fee and any additional amounts payable pursuant to Section 8.3.110.3(a) and none of the Buyer, its Related Persons, the Debt Financing Sources or their respective assignees will have any liability or obligation to the Seller, the Guarantor, the Company or any of their Related Persons relating to or arising out of this Agreement 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 or equity, in contract, in tort or otherwise. If the Closing does not occur for any reason whatsoever, the Buyer shall in no event be liable to the Seller, the Guarantor or the Company in the aggregate for any amount in excess of the Reverse Termination FeeFee and any additional amounts payable pursuant to Section 10.3(a). Each of the Seller, together with the reimbursement Guarantor and indemnification rights of Seller the Company hereby covenants and its Affiliates under Section 8.3.3, if any, agrees that it shall be Seller’s and its Affiliates’ sole and exclusive remedy with respect tonot, and shall be deemed cause the Company Subsidiaries not to, institute any proceeding or bring any other claim arising under, or in connection with, this Agreement, the Financing Commitments, the Limited Guarantee or the negotiation, execution, performance, abandonment or termination of the Transactions (whether at law or in equity, under any theory of liability (including without limitation by attempting to xxxxxx a corporate, limited liability company or partnership veil)) against the Buyer or any Related Person of the Buyer except for claims: (i) against the Buyer or Investments in accordance with and pursuant to the terms of this Agreement; (ii) against the parties to the Limited Guarantee, subject to the terms and limitations thereof; (iii) against the parties to the Equity Commitment Letter for specific performance of their respective obligations under the Equity Commitment Letter, subject to the terms and limitations thereof if, and only if, the conditions of Section 13.14(b) (in case of the foregoing, other than those conditions that by their nature are to be liquidated damages forsatisfied at the Closing) have been satisfied (or waived); and (iv) against Xura, Inc. under the Confidentiality Agreement, subject to the terms and limitations thereof (the claims described in clauses (i) through (iv) collectively, the “Retained Claims”). (c) Notwithstanding anything herein to the contrary, each of the Seller, the Guarantor and the Company (on behalf of itself and each of its current and future Related Persons) hereby waives any and all Losses suffered rights or incurred by Seller claims against any Debt Financing Source or any of its Affiliates and any of their respective Related Persons (collectively, including the Debt Financing Sources, the “Debt Financing Source Related Parties”) in connection with this Agreement, the Debt Financing or the Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and each of the Seller, the Guarantor and the Company (on behalf of itself and each of its current and future Related Persons) agrees not to commence (and if commenced, agrees to dismiss or otherwise terminate) any dispute, suit, claim, litigation, investigation, proceeding or other Person action against any Debt Financing Source Related Party in connection with this Agreement, the Debt Financing or the Debt Commitment Letter. In furtherance and not in limitation of the foregoing waiver, it is agreed that no Debt Financing Source Related Party shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Seller, the Guarantor or the Company (or any of its current and future Related Persons) in connection with this Agreement (or the Transactions. Notwithstanding the foregoing, nothing in this Section 10.3(c) shall in any way limit or modify the rights and the termination hereof), the transactions contemplated hereby (and the abandonment or termination thereof) other than pursuant to the Confidentiality Agreement, including in respect of any breach of this Agreement or failure to comply with any covenants, obligations or agreements set forth herein or otherwise, including the failure to consummate the Closing pursuant to the terms hereof, and none of Seller or any of its Affiliates or any other Person shall have any further or other recourse to, or rights or remedies against, or be entitled to bring or maintain any claims, demands, actions, suits or causes of action against, Buyer, its Affiliates, the Financing Sources or any of its former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, advisors, agents or Affiliates or any of former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, agents or Affiliates of the foregoing or any other Person arising out of, under, or in connection with this Agreement (or Buyer under the termination hereof), any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, including due to the failure to consummate such transactions, whether due to breach of the terms hereof or otherwise. The Reverse Termination Fee can only be paid once. For the avoidance of doubt, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance pursuant to Section 9.9 of this Agreement and the Reverse Termination FeeDebt Commitment Letter.

Reverse Termination Fee. 8.3.1 In the event that Seller shall validly terminate (a) If this Agreement is terminated by Parent and the Sellers pursuant to Section 8.1.3 9.1(b)(2) (in the event of a breach or failure to perform by Purchaser) or Section 8.1.59.1(c) (failure to close), Buyer then Purchaser shall pay to Seller a non-refundable Parent an amount (the “Reverse Termination Fee”) equal to $223,600,000 within two (2) Business Days of the date of such termination (it being understood that in no event shall Purchaser be required to pay the Reverse Termination Fee more than once). Notwithstanding anything to the contrary in cash this Agreement, but subject to the second sentence of Section 9.4(d) and Purchaser’s payment obligations under clause (y) of Section 9.3 (the “Regulatory Fee Payment Obligations”), (i) Parent’s receipt of the Reverse Termination Fee from Purchaser pursuant to this Section 9.4(a) (including its rights to enforce the Guarantees with respect thereto), any reimbursement and indemnification obligations of Purchaser pursuant to Section 5.19(b) (such reimbursement and indemnification obligations pursuant to Section 5.19(b), the “Purchaser Financing Cooperation Payment Obligations”) and Parent’s right to seek specific performance of this Agreement by wire transfer Purchaser prior to termination of immediately available funds within 10 Business Days following such termination. 8.3.2 In this Agreement, as provided for and subject to the event that Seller limitations set forth in Section 11.11, shall be the sole and exclusive remedies of Parent and the Sellers against the Purchaser Related Parties for any Loss relating to or arising out of this Agreement or the Guarantees, or the transactions contemplated hereby or thereby, including any breach of this Agreement by Purchaser, the termination of this Agreement or the failure to consummate the transactions contemplated hereby, in each case, in any circumstance in which Parent is entitled to receive full payment of the Reverse Termination Fee pursuant to this Section 8.3.19.4(a), and, upon payment of such amounts, none of the Reverse Termination Fee, together with the reimbursement and indemnification rights Purchaser Related Parties shall have any Liability or obligation relating to or arising out of Seller and its Affiliates under Section 8.3.3, if any, shall be Seller’s and its Affiliates’ sole and exclusive remedy with respect to, and shall be deemed to be liquidated damages for, any and all Losses suffered or incurred by Seller or any other Person in connection with this Agreement (and or the termination hereof)Guarantees, or the transactions contemplated hereby (and the abandonment or termination thereof) other than pursuant to the Confidentiality Agreementthereby, including in respect or any claims or actions under applicable Law arising out of any breach of this Agreement such breach, termination or failure to comply with any covenants, obligations or agreements set forth herein or otherwise, including the failure to consummate the Closing pursuant to the terms hereof, and none of Seller or any of its Affiliates or any other Person shall have any further or other recourse to, or rights or remedies against, or be entitled to bring or maintain any claims, demands, actions, suits or causes of action against, Buyer, its Affiliates, the Financing Sources or any of its former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, advisors, agents or Affiliates or any of former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, agents or Affiliates of the foregoing or any other Person arising out of, under, or in connection with this Agreement (or the termination hereof), any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, including due to the failure to consummate such transactions, whether due to breach of the terms hereof or otherwise. The Reverse Termination Fee can only be paid once. For the avoidance of doubt, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance pursuant to Section 9.9 of this Agreement and the Reverse Termination Feefailure.

Reverse Termination Fee. 8.3.1 In (a) If this Agreement is validly terminated by the event that Seller shall validly Parent pursuant to Section 11.1(a)(iii) or Section 11.1(a)(v) (or by the Purchaser or the Parent pursuant to Section 11.1(a)(ii)(C) at a time when the Parent had the right to terminate this Agreement pursuant to Section 8.1.3 11.1(a)(iii) or Section 8.1.511.1(a)(v)), Buyer then the Purchaser shall pay or cause to Seller a non-refundable be paid an amount in cash equal to Fifty-Seven Million Four Hundred Thousand Dollars ($57,400,000) (the Reverse “Termination Fee Fee”) to the Parent promptly (and in cash any event within the later of (x) three (3) Business Days, following such termination and (y) the Parent’s provision of the wire information referred to below), by wire transfer of immediately available funds within 10 to an account designated in writing by the Parent; provided, that the Purchaser shall have one (1) Business Days following such terminationDay from receipt of the wire information from the Parent before any penalty interest pursuant to this Agreement is applied to the amount of the Termination Fee. The parties hereto acknowledge and hereby agree that in no event shall the Purchaser Related Parties or any of them be required to pay, or to cause to be paid, (A) the Termination Fee on more than one occasion or (B) both the Termination Fee and any other damages, other than any interest on the Termination Fee or any other amounts payable pursuant to the last sentence of Section 11.3(c). 8.3.2 In the event that Seller shall receive full payment (b) The Parent’s receipt of the Reverse Termination Fee (including any interest thereon or other amounts payable pursuant to the last sentence of Section 11.3(c)) in full from the Purchaser pursuant to Section 8.3.1, the Reverse Termination Fee, together with the reimbursement and indemnification rights of Seller and its Affiliates under Section 8.3.3, if any, 11.3(a) shall be Seller’s and its Affiliates’ the sole and exclusive remedy of the Parent and its Affiliates against the Purchaser and its Affiliates (including the Purchaser Guarantor) and each of their respective representatives, officers, directors, employees, Affiliates, partners, managers, members, stockholders or other equityholders and the Debt Financing Sources (collectively, the “Purchaser Related Parties”) for any Damages suffered by the Parent or its Affiliates as a result of the failure of the Closing to occur or for any breach or failure to perform hereunder, or any inaccuracy of any representation or warranty, and no Purchaser Related Party shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; provided that nothing in this Section 11.3 shall limit the ability of the Parent and the Subject Companies to recover reimbursement for costs and expenses and indemnification under Section 5.14(d) and any such reimbursement or indemnification shall not reduce the amount of the Termination Fee; provided, further, that nothing in this Section 11.3(b) shall restrict the Parent’s entitlement to seek and obtain specific performance as and to the extent permitted by Section 14.15 prior to the termination of this Agreement. Notwithstanding anything herein to the contrary, in no event shall the Parent or any of its Affiliates be entitled to seek or obtain any recovery or judgment in excess of the Termination Fee (including any interest thereon or other amounts payable pursuant to the last sentence of Section 11.3(c) and any amounts payable under Section 5.14(d)) against any of the Purchaser Related Parties or any of their respective assets, and in no event shall the Parent or any of its Affiliates be entitled to seek or obtain any other damages of any kind against any Purchaser Related Party for, or with respect to, this Agreement or the transactions contemplated hereby, including any breach by the Purchaser, the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided, however, that the foregoing shall not limit the right of the Parent to seek specific performance of this Agreement pursuant to, and shall subject to the limitations in, Section 14.15 prior to the termination of this Agreement; and provided, further, that in no event will the Parent or its Affiliates be deemed entitled to both (I) the payment of the Termination Fee and (II) the grant of specific performance requiring the Purchaser to cause the Equity Financing to be liquidated damages forfunded to pay the Closing Payment or of the Purchaser’s obligation to consummate the Closing. Notwithstanding anything herein to the contrary, the Parent (on behalf of itself and its members, managers, Affiliates, officers, employees and representatives) hereby irrevocably waives any and all Losses suffered or incurred by Seller or rights and claims against any Purchaser Related Party (other Person than (x) the Purchaser, VCVH Intermediate, VCVH Holding II and Purchaser LLC and (y) the Purchaser Guarantor solely with respect to its obligations under the Limited Guarantee and the Equity Commitment Letter) in connection with this Agreement (and or the termination hereof)Commitment Letters, whether at Law or in equity, in contract, in tort or otherwise; provided, however, that the transactions contemplated hereby (and foregoing shall not limit the abandonment or termination thereof) other than pursuant right of the Parent to the Confidentiality Agreement, including in respect of any breach seek specific performance of this Agreement or failure to comply with any covenantspursuant to, obligations or agreements set forth herein or otherwise, including the failure to consummate the Closing pursuant and subject to the terms hereoflimitations in, and none of Seller or any of its Affiliates or any other Person shall have any further or other recourse to, or rights or remedies against, or be entitled Section 14.15 prior to bring or maintain any claims, demands, actions, suits or causes of action against, Buyer, its Affiliates, the Financing Sources or any of its former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, advisors, agents or Affiliates or any of former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, agents or Affiliates of the foregoing or any other Person arising out of, under, or in connection with this Agreement (or the termination hereof), any of this Agreement. (c) The parties hereby acknowledge and agree that (i) the agreements contained in this Section 11.3 are an integral part of the transactions contemplated hereby by this Agreement, and that, without these agreements, the parties would not enter into this Agreement and (or ii) the abandonment or termination thereof) or any matters forming the basis for such termination, including due to the failure to consummate such transactions, whether due to breach of the terms hereof or otherwise. The Reverse Termination Fee can only be paid once. For payable by the avoidance of doubt, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance Purchaser pursuant to Section 9.9 of 11.3(a) is not a penalty, but is liquidated damages in a reasonable amount that will compensate the Parent and its Affiliates for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance upon this Agreement and on the Reverse Termination Feeexpectation of the consummation of the transactions contemplated herein, and for the loss suffered by reason of the failure of such consummation, which amount would otherwise be uncertain and incapable of accurate determination. If the Purchaser fails promptly to pay any amount due pursuant to this Section 11.3, it shall also pay any reasonable costs and expenses incurred by the Parent in connection with enforcing this Agreement (including by legal action), together with interest on such unpaid amount, at a rate per annum, compounded monthly, equal to twelve (12%) from the date such amount was required to be paid to (but excluding) the payment date.

Reverse Termination Fee. 8.3.1 In the event that Seller shall validly terminate this Agreement pursuant to Section 8.1.3 or Section 8.1.5, Buyer shall pay to Seller a non-refundable amount equal to the Reverse Termination Fee in cash by wire transfer of immediately available funds within 10 Business Days following such termination. 8.3.2 In the event that Seller shall receive full payment of the Reverse Termination Fee pursuant to Section 8.3.1, the Reverse Termination Fee, together with the reimbursement and indemnification rights of Seller and its Affiliates under Section 8.3.3, if any, shall be Seller’s and its Affiliates’ sole and exclusive remedy with respect to, and shall be deemed to be liquidated damages for, any and all Losses suffered or incurred by Seller or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment or termination thereof) other than pursuant to the Confidentiality Agreement, including in respect of any breach of this Agreement or failure to comply with any covenants, obligations or agreements set forth herein or otherwise, including the failure to consummate the Closing pursuant to the terms hereof, and none of Seller or any of its Affiliates or any other Person shall have any further or other recourse to, or rights or remedies against, or be entitled to bring or maintain any claims, demands, actions, suits or causes of action against, Buyer, its Affiliates, the Financing Sources or any of its former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, advisors, agents or Affiliates or any of former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, agents or Affiliates of the foregoing or any other Person arising out of, under, or in connection with this Agreement (or the termination hereof), any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, including due to the failure to consummate such transactions, whether due to breach of the terms hereof or otherwise. The Reverse Termination Fee can only be paid once. For the avoidance of doubt, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance pursuant to Section 9.9 of this Agreement and the Reverse Termination Fee. 8.3.3 Seller and Buyer acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, that the Reverse Termination Fee represents liquidated damages in a reasonable amount that will compensate Seller for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, and for Losses likely to be incurred or suffered as a result of termination of this Agreement by Seller, which amount would otherwise be impossible to calculate with precision and not a penalty and that, without these agreements, neither Seller nor Buyer would have entered into this Agreement. If Buyer fails to pay the Reverse Termination Fee when due, Buyer shall pay Seller’s and its Affiliates’ costs and expenses (including reasonable attorneys’ fees and expenses) in connection with seeking such payment, together with interest (calculated as simple interest) on the Reverse Termination Fee from the date such payment was required to be made hereunder until the date such payment was actually received by Seller (whether before or after any insolvency or bankruptcy), at the Interest Rate as in effect on the date such payment was required to be made hereunder.

Reverse Termination Fee. 8.3.1 In the event that Seller shall validly terminate If this Agreement pursuant to Section 8.1.3 or Section 8.1.5is terminated by Buyer in connection with a Specified Termination, Buyer shall pay to Seller a non-refundable (or its designees), as the Seller Parties’ sole and exclusive remedy, an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Reverse Termination Fee Fee”) in cash by wire transfer of immediately available funds within 10 two (2) Business Days following after the date of such termination. 8.3.2 In . Each of the event Parties hereto acknowledges and agrees that Seller shall receive full (i) the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement and, (ii) in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any Specified Termination, the right to payment of the Reverse Termination Fee pursuant to Section 8.3.1constitutes a reasonable estimate of the losses that will be suffered by reason of any such Specified Termination and constitutes liquidated damages (and not a penalty). Accordingly, the Reverse Termination Fee, together with the reimbursement and indemnification rights of Seller and its Affiliates under Section 8.3.3, if any, shall be Seller’s and its Affiliates’ sole and exclusive remedy with respect to(whether at law, in equity, in contract, in tort or otherwise) of Seller, Parent and their respective Affiliates as a result of or following any Specified Termination against Buyer and each of its former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates, representatives or assignees and any and all former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, (each, a “Buyer Related Party,” and collectively, the “Buyer Related Parties”) in respect of this Agreement, any Contract or agreement executed in connection herewith and the transactions contemplated hereby and thereby shall be deemed to be liquidated damages forcollect the Reverse Termination Fee and upon payment of such amount, no Buyer Related Party shall have any and other liability or obligation for any or all Losses suffered or incurred by any Seller Party or any other Person in connection with this Agreement of their respective Affiliates (and including the termination hereof), the transactions contemplated hereby (and the abandonment or termination thereof) other than pursuant to or any matter forming the Confidentiality Agreement, including in respect of any breach of this Agreement or failure to comply with any covenants, obligations or agreements set forth herein or otherwise, including the failure to consummate the Closing pursuant to the terms hereofbasis for such termination, and none of neither Seller, any other Seller or Party nor any of its their respective Affiliates or any other Person shall have any further or other recourse to, or rights or remedies against, or be entitled to bring or maintain any claimsother claim, demands, actions, suits action or causes of action against, Buyer, its Affiliates, proceeding against the Financing Sources or any of its former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, advisors, agents or Affiliates or any of former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, agents or Affiliates of the foregoing or any other Person Buyer Related Parties arising out of, under, or in connection with of this Agreement (or the termination hereof), any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, including due to the failure to consummate such transactions, whether due to breach of the terms hereof or otherwise. The Reverse Termination Fee can only be paid once. For the avoidance of doubt, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance pursuant to Section 9.9 of this Agreement and the Reverse Termination Fee.