Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. 7.4.1 The parties agree that if this Agreement is terminated by the Company pursuant to Section 7.1.8 due to a Willful and Material Breach or Section 7.1.9, then Parent will pay to the Company, within two Business Days following such termination, $11,120,000 (the “Parent Termination Fee”). 89887722_19 150326672.16 7.4.2 All payments under this Section 7.4 will be made by wire transfer of immediately available funds to an account designated in writing by the Company, or in the absence of such designation, an account established for the sole benefit of the Company. 7.4.3 Each of the parties acknowledges that the agreements contained in this Section 7.4 are an integral part of the Transactions, and that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. For the avoidance of doubt, in no event will Parent be required to pay the Parent Termination Fee on more than one occasion. 7.4.4 Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 8.14, the Company acknowledges and agrees that the Company’s right to terminate this Agreement and for the Company to receive (a) the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3, and (c) the reasonable, documented out-of-pocket expenses incurred by the Company in enforcing its right to receive such amounts (“Costs of Collection”), will be the Company Related Parties’ sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against Parent, the Financing Sources, any other potential debt or equity financing source and any of their respective former, current or future Affiliates, direct or indirect equity holders, general or limited partners, controlling persons, stockholders, members, managers, directors, officers, employees, agents, or assignees (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the Merger or the other Transactions to be consummated, for any breach or failure to perform hereunder or otherwise, and upon payment of such amount, no such Person will have any further liability or obligation relating to or arising out of this Agreement or the Transactions. Subject to Parent’s obligation (i) to pay (a) the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection and (ii) under Section 8.14, none of the Parent Related Parties shall have any liability or obligation to any of the Company Related Parties relating to or arising out of this Agreement, the Guarantees, the Debt Commitment Letters, the Equity Commitment Letters or the Transactions, including for a breach of Section 1.2 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Commitment Letters or in respect of or therewith, and none of the Company, its Subsidiaries nor any other Company Related Party shall seek to recover any other damages or seek any other remedy, whether based on a claim at law or in equity, in contract, tort or otherwise, with respect to any losses or damages suffered in connection with this Agreement or the Transactions or any oral representation made or alleged to be made in connection herewith. 7.4.5 While the Company may pursue both a grant of specific performance or other equitable relief under Section 8.14 and, following termination of this Agreement, the payment of the Parent Termination Fee under Section 7.4 or reimbursement under Section 5.11, respectively, under no circumstances shall the Company be entitled to receive both (i) a grant of specific performance or other equitable relief that results in the Equity Financing being funded or the Closing occurring and (ii) monetary damages for the (a) the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection in connection with this Agreement or any termination of this Agreement. Further, any amounts actually paid by or on behalf of Parent pursuant to Section 89887722_19 150326672.16 5.11 shall reduce the amount of the Parent Termination Fee on a dollar-for-dollar basis for all purposes under this Agreement.

Parent Termination Fee. 7.4.1 The parties agree (a) In the event that if this Agreement is terminated (i) by the Company pursuant to Section 7.02(e) or Section 7.02(f) or (ii) by Parent pursuant to Section 7.02(b) and, at the time of such termination, this Agreement could have been terminated by the Company pursuant to Section 7.1.8 due to a Willful and Material Breach or Section 7.1.97.02(f), then Parent will shall pay to the Company, within two Business Days following such termination, Company a cash amount equal to $11,120,000 330,000,000 (the “Parent Termination Fee”). 89887722_19 150326672.16 7.4.2 All payments under this Section 7.4 will be made by wire transfer of immediately available funds to an account designated in writing by the Company, or in the absence of ) within five (5) Business Days after such designation, an account established for the sole benefit of the Company. 7.4.3 Each of the parties acknowledges termination (it being understood that the agreements contained in this Section 7.4 are an integral part of the Transactions, and that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. For the avoidance of doubt, in no event will shall Parent be required to pay the Parent Termination Fee on more than one occasion. 7.4.4 ). Notwithstanding anything any other provision hereof to the contrary set forth in this Agreementcontrary, but (i) subject to and without limitation of Section 8.148.13, the Company acknowledges and agrees that the Company’s right to terminate this Agreement and for the Company to receive (a) full payment of the Parent Termination Fee pursuant to the extent it this Section 7.04(a) under circumstances where a Parent Termination Fee is payable in accordance payable, together with any reimbursement of applicable expenses pursuant to Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3, and (c) the reasonable, documented out-of-pocket expenses incurred by the Company in enforcing its right to receive such amounts (“Costs of Collection”7.04(b), will shall be the Company Related Parties’ sole and exclusive remedy (whether based at law, in equity, in contract, in tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) of the Company and any Company Related Party against Parent, the Financing Sources, any other potential debt or equity financing source Merger Sub and any each of their respective former, current or future Affiliates, direct or indirect stockholders, equity holders, general or limited partners, controlling persons, stockholders, members, managersportfolio companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, representatives, Affiliates and Financing Sources, and any former, current or assignees future direct or indirect stockholder, equity holder, controlling person, portfolio company, director, officer, employee, general or limited partner, member, manager, trustee, attorney, agent, representative or Affiliate of any of the foregoing (collectivelyeach, the other than Parent and Merger Sub, a “Parent Related PartiesParty”) for any and all losses and or damages suffered as a result of or incurred in connection with this Agreement (and the failure of actual or purported termination hereof), the Merger and the other transactions contemplated hereby (and the abandonment thereof), the Financing Commitments or the other Transactions to be consummatedGuarantees (except, for the avoidance of doubt, for the Guarantors’ respective obligations under the Guarantees, subject to the limitations contained therein), or any breach or failure to perform hereunder or otherwisematter forming the basis for such termination, and (ii) upon payment of such amountthe Parent Termination Fee, no such Person will together with any reimbursement of applicable expenses pursuant to Section 7.04(b), none of Parent, Merger Sub or any Parent Related Party shall have any further liability or obligation relating to the Company or arising out any Company Related Party, and (iii) neither the Company nor any Company Related Party shall be entitled to monetary damages hereunder other than, or in the aggregate in excess of this Agreement or the Transactions. Subject to Parent’s obligation (i) to pay (a) amount of the Parent Termination Fee Fee, together with any reimbursement of applicable expenses pursuant to Section 7.04(b). The Company shall not, and shall cause each Company Related Party not to, seek to recover any monetary damages or other monetary relief (x) in the aggregate in excess of such amount or (y) from any Parent Related Party (other than the Guarantors, pursuant to, and subject to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection and (ii) under Section 8.14, none of the Parent Related Parties shall have any liability or obligation to any of the Company Related Parties relating to or arising out of this Agreementlimitations contained in, the Guarantees). Nothing in this Section 7.04(a) shall limit (A) the obligations of Parent, Merger Sub, the Debt Commitment LettersGuarantors or any other Person under the respective Confidentiality Agreements, (B) the Equity Commitment Letters or the Transactions, including for a breach of Section 1.2 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Commitment Letters or in respect of or therewith, and none right of the Company, its Subsidiaries nor any other Company Related Party shall seek to recover any other damages or seek any other remedy, whether based on a claim at law or in equity, in contract, tort or otherwise, with respect to any losses or damages suffered in connection with this Agreement or the Transactions or any oral representation made or alleged and their respective representatives to be made in connection herewith. 7.4.5 While the Company may pursue both a grant of specific performance or other equitable relief under Section 8.14 and, following termination of this Agreement, the payment of the Parent Termination Fee under Section 7.4 or reimbursement under Section 5.11, respectively, under no circumstances shall the Company be entitled to receive both (i) a grant of specific performance or other equitable relief that results in the Equity Financing being funded or the Closing occurring indemnified and (ii) monetary damages reimbursed for the (a) the Parent Termination Fee to the extent it is payable expenses in accordance with Section 7.4.1, 5.10(c) or (bC) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection in connection with this Agreement or any termination of this Agreement. Further, any amounts actually paid by or on behalf of Parent pursuant to Section 89887722_19 150326672.16 5.11 shall reduce the amount right of the Parent Termination Fee on a dollar-for-dollar basis for all purposes under this Agreement.Company to equitable relief in accordance with

Parent Termination Fee. 7.4.1 The parties agree that if (a) If (i) this Agreement is terminated by the Company pursuant to (A) Section 7.1.8 7.01(e) due to a Willful and Material Breach breach by Parent or Merger Sub of Section 3.02(g), Section 4.04(a) or Section 7.1.95.03 which (1) in the case of such a breach of Section 3.02(g) or Section 4.04(a), then has resulted in the Debt Financing (including any alternative financing that has been obtained in accordance with, and satisfies the conditions of, Section 4.04(a)) not being funded or not being able to be funded on the terms set forth in the Debt Financing Commitments or (2) in the case of such a breach of Section 5.03, has resulted in the failure of the conditions set forth in Section 6.01(b) or Section 6.01(c) to be satisfied or to be capable of being satisfied or (B) Section 7.01(i), or (ii) Parent will terminates this Agreement pursuant to Section 7.01(c) and at the time of such termination the Company would have been entitled to terminate this Agreement pursuant to Section 7.01(e) or Section 7.01(i) solely under the circumstances described in Section 7.04(a)(i), then, in the case of either clause (i) or (ii), Parent shall pay or cause to be paid to the Company, within two Business Days following such termination, $11,120,000 Company a fee (the “Parent Termination Fee”). 89887722_19 150326672.16 7.4.2 All payments under this Section 7.4 will be made ) in cash equal to $180,000,000 by wire transfer of immediately available funds to an account designated in writing by the Company, or (x) in the absence case of such designationclause (i), an account established for the sole benefit within three (3) Business Days following delivery of the Company. 7.4.3 Each ’s notice of the parties acknowledges that the agreements contained in this Section 7.4 are an integral part of the Transactionstermination, and (y) in the case of clause (ii), within three (3) Business Days following delivery of Parent’s notice of termination, it being understood that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. For the avoidance of doubt, in no event will shall Parent be required to pay or cause to be paid the Parent Termination Fee on more than one occasion. 7.4.4 Notwithstanding anything to (b) None of (i) Parent or Merger Sub, (ii) the contrary set forth in this Agreementformer, but subject to Section 8.14current or future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, general or limited partners, stockholders or assignees of Parent or Merger Sub or any Guarantor, or (iii) any lender, prospective lender, arranger or agent of or under the Financing or any of their respective former, current or future equityholders, controlling persons, directors, officers, employees, affiliates, managers or agents (collectively, the “Financing Sources”) (the Persons described in clauses (i), (ii), and (iii) shall be collectively referred to as the “Parent Group”) shall, in the case of clause (i) and (ii) above only (but not, for the avoidance of doubt, with respect to any Debt Financing Sources), upon full payment of the Parent Termination Fee, have any further liability with respect to this Agreement or the transactions contemplated hereby (including the Financing) to any member of the Company acknowledges Group or any other person (whether at law, in equity, in contract, in tort or otherwise), and agrees neither the Company nor any other person (including any other member of the Company Group) shall have any claim or recourse against any member of the Parent Group as a result of the breach of any representation, warranty, covenant or agreement of Parent or Merger Sub, as applicable, contained herein or otherwise arising out of or in connection with the transactions contemplated by this Agreement (including the Financing). Without limiting the foregoing, following a termination of this Agreement in any circumstance that shall entitle the Company to payment of the Parent Termination Fee, in no event shall (A) the Company or any of its subsidiaries, or (B) any former, current or future, direct or indirect, stockholder, director, officer, employee, agent, representative, affiliate or assignee of any of the Company or any of its subsidiaries (the persons described in clauses (A) and (B) shall be collectively referred to as the “Company Group”) seek, or permit to be sought, on behalf of any member of the Company Group, any monetary damages from, or any other recourse or remedy from, any member of the Parent Group in connection with this Agreement or any of the transactions contemplated hereby (including the Financing), other than (without duplication) payment of the Parent Termination Fee as provided in Section 7.04(a) and any expenses as provided in Section 7.04(d), and such payment shall constitute the sole and exclusive remedy of the Company Group in such circumstance. The provisions of this Section 7.04(b) are intended to be for the benefit of, and shall be enforceable by, each member of the Parent Group. (c) Subject only to the Company’s right to terminate seek specific performance solely in accordance with Section 8.11, the maximum aggregate liability of Parent and Merger Sub under or relating to this Agreement and for to any member of the Company Group or any other person shall be limited to receive (a) the amount of the Parent Termination Fee to (the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3, and (c) the reasonable, documented out-of-pocket expenses incurred by the Company in enforcing its right to receive such amounts (“Costs of CollectionParent Liability Limitation”), will be and in no event shall the Company Related Parties’ sole or any of its affiliates seek, obtain or accept, or permit to be sought (and exclusive remedy (no liability shall attach to the any member of the Parent Group with respect to), any recovery, judgment or damages of any kind, including consequential, indirect or punitive damages, under or in connection with this Agreement, the Financing Commitments or the Limited Guarantee or the transactions contemplated hereby or thereby, against Parent, Merger Sub, any Guarantor or any other member of the Parent Group, whether based in contractby or through attempted piercing of the corporate, tort limited partnership or strict liabilitylimited liability company veil, by or through a claim by or on behalf of Parent against the Guarantors or any other member of the Parent Group, by the enforcement of any assessment, assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against Parentlaw, the Financing Sources, any other potential debt or equity financing source and any of their respective former, current or future Affiliates, direct or indirect equity holders, general or limited partners, controlling persons, stockholders, members, managers, directors, officers, employees, agents, or assignees (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the Merger or the other Transactions to be consummated, for any breach or failure to perform hereunder or otherwise, and upon payment of such amount, no such Person will have any further liability other than against Parent or obligation relating Merger Sub pursuant to or arising out of this Agreement or against a Guarantor pursuant to (and subject to the Transactions. Subject to Parent’s obligation (i) to pay (aterms, conditions and limitations of) the Parent Termination Fee Limited Guarantee, in each such case not to exceed, in the extent it is payable in accordance with Section 7.4.1aggregate, (b) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection and (ii) under Section 8.14, none of the Parent Related Parties Liability Limitation, and in no event shall have any liability or obligation to any of the Company Related Parties relating and its affiliates be entitled to or arising out of this Agreement, an aggregate amount equal to more than the Guarantees, the Debt Commitment Letters, the Equity Commitment Letters or the Transactions, including for a breach of Section 1.2 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Commitment Letters or in respect of or therewith, and none of the Company, its Subsidiaries nor any other Company Related Party shall seek to recover any other damages or seek any other remedy, whether based on a claim at law or in equity, in contract, tort or otherwise, with respect to any losses or damages suffered in connection with this Agreement or the Transactions or any oral representation made or alleged to be made in connection herewith. 7.4.5 Parent Liability Limitation. While the Company may pursue both a grant of specific performance or other equitable relief under in accordance with Section 8.14 and, following termination of this Agreement, 8.11 and the payment of the Parent Termination Fee under Section 7.4 or reimbursement under Section 5.11, respectively7.04, under no circumstances shall the Company be permitted or entitled to receive both (i) a grant of specific performance of Parent’s obligation to consummate the Merger and any money damages, including all or other equitable relief that results in the Equity Financing being funded or the Closing occurring and (ii) monetary damages for the (a) any portion of the Parent Termination Fee Fee. (d) All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the extent it is payable negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any termination party hereto only against the persons that are expressly identified as parties hereto. Without prejudice to the foregoing, no Debt Financing Source or any affiliate thereof shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto waives and releases all such liabilities, claims and obligations against any such Debt Financing Source or any affiliate thereof; provided, however, that notwithstanding the foregoing, nothing in this Agreement. Further, including this Section 7.04(d), shall in any way limit or modify any rights, claims or causes of action (whether in contract or in tort, in law or in equity) of Parent or Merger Sub that may be based upon, arise out of or relate to the Debt Financing or the Debt Financing Commitments or the negotiation, execution, performance or non-performance thereof. (e) Parent and Merger Sub each acknowledge that the agreements contained in this Section 7.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Company would not enter into this Agreement, and that any amounts actually paid by or on behalf of Parent payable pursuant to this Section 89887722_19 150326672.16 5.11 7.04 do not constitute a penalty but constitute payment of liquidated damages and that the Company’s liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by Parent’s and Merger Sub’s breach or default under this Agreement, the difficulty of proof of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. In furtherance of the foregoing, if Parent fails to pay promptly any fee payable by it pursuant to this Section 7.04, then Parent shall reduce pay to the Company, its costs and expenses (including attorneys’ fees) in connection with collecting such fee, together with interest on the amount of the Parent Termination Fee on a dollar-for-dollar basis for all purposes fee at the prime rate published in the Wall Street Journal from the date such payment was due under this Agreement.Agreement until the date of payment

Parent Termination Fee. 7.4.1 (a) The parties agree that if this Agreement is terminated by the Company pursuant to Section 7.1.8 due to a Willful and Material Breach 7.1(i) or Section 7.1.97.1(j), or by the Company or Parent pursuant to Section 7.1(d) at a time when the Company could have terminated this Agreement pursuant to Section 7.1(i) or Section 7.1(j), then Parent will shall pay to the Company, as promptly as reasonably practicable (and, in any event, within two Business Days Days) following such termination, $11,120,000 2,000,000 (the “"Parent Termination Fee”"). 89887722_19 150326672.16. 7.4.2 (b) All payments under this Section 7.4 will shall be made by wire transfer of immediately available funds to an account designated in writing by the Company, or in the absence of such designation, an account established for the sole benefit of the Company. 7.4.3 (c) Each of the parties acknowledges that (i) the agreements contained in this Section 7.4 are an integral part of the Transactionstransactions contemplated by this Agreement, and that without these agreements, Parent, Merger Sub and the Company would not enter into this AgreementAgreement and (ii) the Parent Termination Fee is not a penalty, but is liquidated damages in an amount that shall compensate the Company for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance upon this Agreement and on the expectation of the consummation of the Transactions contemplated hereby, and for the loss suffered by reason of the failure of such consummation, which amount would otherwise be uncertain and incapable of accurate determination. For the avoidance of doubt, in no event will shall Parent be required to pay the Parent Termination Fee on more than one occasion. 7.4.4 Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 8.14, the Company acknowledges and agrees that the Company’s right to terminate this Agreement and for the Company to receive (ad) In circumstances where the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.17.4(a), the Company's receipt of the Parent Termination Fee (bif received) the Reimbursement Obligation from or on behalf of Parent (plus any amounts payable or that become payable under Section 5.11.3, 5.16(a) in respect of the reimbursement and (cindemnity obligations therein) the reasonable, documented out-of-pocket expenses incurred by the Company in enforcing its right full from Parent pursuant to receive such amounts (“Costs of Collection”), will Section 7.4 shall be the Company Related Parties’ Company's sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against Parent, Merger Sub, the Financing Sources, any other potential debt or equity financing source the Financing Sources Related Parties and any of its and their respective former, current or future Affiliates, direct or indirect equity holders, general or limited partners, controlling personsPersons, stockholders, members, managers, directors, officers, incorporator, employees, agents, affiliates, portfolio companies, assignees, advisors, attorney, consultant, Representative or assignees principal of Parent, Merger Sub or any affiliate of Parent or Merger Sub (collectively, the “"Parent Related Parties”") for all losses and damages suffered as a result of the failure of the Merger or the other Transactions to be consummated, for any breach or failure to perform hereunder or otherwise, and upon payment of such amount, no such Person will shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions. Subject transactions contemplated hereby; provided, however, that nothing in this Section 7.4(d) shall restrict the Company's right or ability to seek and obtain specific performance of this Agreement and Parent’s 's obligation (i) to pay (a) enforce the Parent Termination Fee Equity Commitment Letter as and to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection and (ii) under Section 8.14, none of the Parent Related Parties shall have any liability or obligation to any of the Company Related Parties relating to or arising out of this Agreement, the Guarantees, the Debt Commitment Letters, the Equity Commitment Letters or the Transactions, including for a breach of Section 1.2 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Commitment Letters or in respect of or therewith, and none of the Company, its Subsidiaries nor any other Company Related Party shall seek to recover any other damages or seek any other remedy, whether based on a claim at law or in equity, in contract, tort or otherwise, with respect to any losses or damages suffered in connection with this Agreement or the Transactions or any oral representation made or alleged to be made in connection herewith. 7.4.5 While the Company may pursue both a grant of specific performance or other equitable relief under permitted by Section 8.14 and, following prior to the termination of this Agreement, the payment of the Parent Termination Fee under Section 7.4 or reimbursement under Section 5.11, respectively, under no circumstances shall the Company be entitled to receive both (i) a grant of specific performance or other equitable relief that results in the Equity Financing being funded or the Closing occurring and (ii) monetary damages for the (a) the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection in connection with this Agreement or any termination of this Agreement. Further, any amounts actually paid by or on behalf of Parent pursuant to Section 89887722_19 150326672.16 5.11 shall reduce the amount of the Parent Termination Fee on a dollar-for-dollar basis for all purposes under this Agreement.

Parent Termination Fee. 7.4.1 The parties agree (i) In the event that if the Company validly terminates this Agreement is terminated by the Company pursuant to to, and in compliance with, Section 7.1.8 due to a Willful and Material Breach 7.3(a) or Section 7.1.97.3(c) (each, a “Qualified Termination”), then Parent will shall pay to the Company, within two Business Days following or cause to be paid to the Company, a termination fee of $95,000,000 in cash in immediately available funds (such terminationpayment, $11,120,000 (the “Parent Termination Fee”). 89887722_19 150326672.16 7.4.2 All payments under this Section 7.4 will be made by wire transfer of immediately available funds to an account designated in writing by the Company) within three (3) Business Days following such Qualified Termination, or in the absence of such designation, an account established for the sole benefit of the Company. 7.4.3 Each of the parties acknowledges it being understood that the agreements contained in this Section 7.4 are an integral part of the Transactions, and that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. For the avoidance of doubt, in no event will shall Parent be required to pay the Parent Termination Fee on more than one occasion. 7.4.4 . Any amount that becomes payable pursuant to this Section 7.5(c) shall be paid by wire transfer in immediately available funds to an account or accounts designated in writing by the Company. Notwithstanding anything to the contrary set forth in this Agreement, but subject other than the Company’s injunctive, specific performance and equitable relief rights, as and only to the extent expressly permitted by Section 8.148.13 and the Company’s right of specific performance pursuant to the Equity Commitment Letter, the Company acknowledges and agrees that (i) the Company’s right to terminate this Agreement and for the Company to receive (a) payment of the Parent Termination Fee pursuant to Section 7.5(c) and the extent it is payable obligations from Parent (or the Guarantors under and in accordance with the Guaranty) set forth in Section 7.4.1, (b5.15(a)(iii) the Reimbursement Obligation under Section 5.11.3, and (c) the reasonable, documented out-of-pocket expenses incurred by the Company in enforcing its right to receive such amounts (“Costs of Collection”), will shall be the Company Related Parties’ sole and exclusive remedy (whether based at law, in equity, in contract, in tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) of the Company and the Company Subsidiaries and their respective Affiliates or any other Person, against Parent, Merger Sub, the Debt Financing SourcesParties, any other potential debt or equity financing source and any of the Guarantors, their respective Affiliates and its and their respective direct or indirect, former, current or future future, Affiliates, direct or indirect equity holders, general or limited partners, controlling persons, stockholders, managers, managed or approved funds, members, managers, directors, officers, employees, agents, Representatives, advisors or assignees of the foregoing (collectivelyeach, the a “Parent Related PartiesParty”) for any and all losses losses, liabilities and damages that may be suffered as a result based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (ii) other than the payment of the failure of Parent Termination Fee to the Merger Company by Parent (or the other Transactions to be consummated, for any breach Guarantors under the Guaranty) if and when due and the obligations set forth in Section 5.15(a)(iii) of Parent (or failure to perform hereunder or otherwise, and upon payment of such amountthe Guarantors under the Guaranty), no such Person will Parent Related Party shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Contemplated Transactions. Subject to Parent’s obligation Notwithstanding the foregoing, in the event that this Agreement is terminated without the Closing having occurred, this Section 7.5(c) will not relieve Parent or Merger Sub from any liability for any fraud or Intentional Breach of this Agreement, except that under no circumstances will the amount payable by Parent and Merger Sub under this Agreement (ifor clarity, including the Parent Termination Fee, if payable) to pay (a) whether payable hereunder or by the Guarantors under the Guaranty exceed, in the aggregate, the amount of the Parent Termination Fee plus the obligations set forth in Section 5.15(a)(iii), and in no event shall Parent be required to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation pay both damages under Section 5.11.3 this Agreement and (c) the Costs of Collection and (ii) under Section 8.14, none of the Parent Related Parties shall have Termination Fee. In no event will any liability or obligation to any of the Company Related Parties relating Party seek or obtain, nor will any Person be entitled to seek or arising out obtain, any monetary recovery or monetary award or damages (including consequential, special, indirect or punitive damages) against any Parent Related Party with respect to this Agreement, the Financing Commitments, the Guaranty or the Contemplated Transactions (including any breach by any Parent Related Party), the termination of this Agreement, the Guaranteesfailure to consummate the Contemplated Transactions thereby or any Actions under applicable Laws arising out of any such breach, termination or failure (including in the Debt Commitment Lettersevent of an Intentional Breach), other than the Equity Commitment Letters Company from Parent or Merger Sub to the Transactions, including extent expressly provided for a breach of Section 1.2 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Commitment Letters or in respect of or therewith, and none of the Company, its Subsidiaries nor any other Company Related Party shall seek to recover any other damages or seek any other remedy, whether based on a claim at law or in equity, in contract, tort or otherwise, with respect to any losses or damages suffered in connection with this Agreement or the Transactions or any oral representation made or alleged to be made in connection herewith. 7.4.5 While Guaranty. For the avoidance of doubt, while the Company may pursue both a grant of specific performance or other equitable relief under Section 8.14 and, following 8.13 and may pursue its rights of specific performance under the Equity Commitment Letter prior to termination of this Agreement, Agreement and/or the payment of the Parent Termination Fee or damages (subject to the limitations herein) under this Section 7.4 or reimbursement under Section 5.11, respectively7.5 following the termination of this Agreement, under no circumstances shall the Company be permitted or entitled to receive from Parent both (i) a grant of specific performance or other equitable relief that results in the Equity Financing being funded or the Closing occurring and (ii) monetary damages for the (a) the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.18.13, (b) on the Reimbursement Obligation under Section 5.11.3 one hand, and (c) the Costs payment of Collection in connection with this Agreement all or any termination of this Agreement. Further, any amounts actually paid by or on behalf of Parent pursuant to Section 89887722_19 150326672.16 5.11 shall reduce the amount a portion of the Parent Termination Fee (or any other monetary damages) (subject to the limitations herein), on a dollar-for-dollar basis for all purposes under this Agreementthe other hand.

Parent Termination Fee. 7.4.1 The parties agree that if If this Agreement is terminated pursuant to (x) Section 6.1(d)(i) due to an Order arising from Antitrust Laws or (y) Section 6.1(d)(ii) and all conditions to this Agreement are satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or waived (where permissible pursuant to applicable Law), other than the conditions set forth in Section 5.1(a) (solely with respect to an Antitrust Law) or Section 5.1(b) (solely in connection with an Antitrust Law), and, in either case of clause (x) or (y), the Company pursuant is not then in material breach of any representations, warranties, covenants or other agreements contained in this Agreement that is the primary cause of the failure of the conditions in Section 5.1(a) (solely with respect to Section 7.1.8 due to a Willful and Material Breach an Antitrust Law) or Section 7.1.95.1(b) (solely in connection with an Antitrust Law) to be satisfied, then Parent will shall promptly pay (or cause to be paid) to the Company, within two Business Days following such termination, Company an amount equal to $11,120,000 22,045,127 (the “Parent Termination Fee”). 89887722_19 150326672.16 7.4.2 All payments under this Section 7.4 will be made ) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company, or in the absence . The Company’s receipt of such designation, an account established for the sole benefit of the Company. 7.4.3 Each of the parties acknowledges that the agreements contained in this Section 7.4 are an integral part of the Transactions, and that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. For the avoidance of doubt, in no event will Parent be required to pay the Parent Termination Fee on more than one occasion. 7.4.4 Notwithstanding anything to the contrary set forth (if and when due) from Parent as provided in this AgreementSection 6.3(d) and, but subject to Section 8.14if applicable, the Company acknowledges costs and agrees that the Company’s right to terminate this Agreement and for expenses of the Company to receive (aas provided in Section 6.3(e) the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3, and (c) the reasonable, documented out-of-pocket expenses incurred by the Company in enforcing its right to receive such amounts (“Costs of Collection”), will shall be the Company Related Parties’ sole and exclusive remedy (whether based in contract, tort available to the Company against Parent or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against Parent, the Financing Sources, any other potential debt or equity financing source and any of their respective its former, current or future Affiliates, direct or indirect equity holders, general or limited partners, controlling persons, stockholders, members, managersequityholders, directors, officers, employeesAffiliates, agentsagents or Representatives with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is terminated (including in the event of a breach, whether such breach is knowing, deliberate, willful, unintentional, an Intentional and Material Breach or assignees otherwise), and, upon such payment of the Parent Termination Fee (collectivelyif and when due) and, if applicable, the “costs and expenses of Parent Related Parties”) for all losses and damages suffered as a result provided in Section 6.3(e), none of the failure Parent’s or any of the Merger its former, current or the other Transactions to be consummatedfuture equityholders, for any breach directors, officers, Affiliates, agents or failure to perform hereunder or otherwise, and upon payment of such amount, no such Person will Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions. Subject to Parent’s obligation (i) to pay (a) the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection and (ii) under Section 8.14, none of the Parent Related Parties shall have any liability or obligation to any of the Company Related Parties relating to or arising out of this Agreement, the Guarantees, the Debt Commitment Letters, the Equity Commitment Letters or the Transactions, including for a breach of Section 1.2 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Commitment Letters or in respect of or therewith, and none of the Company, its Subsidiaries nor any other Company Related Party shall seek to recover any other damages or seek any other remedy, whether based on a claim at law or in equity, in contract, tort or otherwise, with respect to any losses or damages suffered in connection with this Agreement or the Transactions or any oral representation made or alleged to be made in connection herewithtransactions contemplated hereby. 7.4.5 While the Company may pursue both a grant of specific performance or other equitable relief under Section 8.14 and, following termination of this Agreement, the payment of the Parent Termination Fee under Section 7.4 or reimbursement under Section 5.11, respectively, under no circumstances shall the Company be entitled to receive both (i) a grant of specific performance or other equitable relief that results in the Equity Financing being funded or the Closing occurring and (ii) monetary damages for the (a) the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection in connection with this Agreement or any termination of this Agreement. Further, any amounts actually paid by or on behalf of Parent pursuant to Section 89887722_19 150326672.16 5.11 shall reduce the amount of the Parent Termination Fee on a dollar-for-dollar basis for all purposes under this Agreement.