Common use of Reverse Termination Fee Clause in Contracts

Reverse Termination Fee. If this Agreement is terminated by Buyer in connection with a Specified Termination, Buyer shall pay to Seller (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”) in immediately available funds within two (2) Business Days after the date of such termination. Each of the Parties hereto acknowledges and agrees that (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 constitutes 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 sole and exclusive remedy (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 to collect the Reverse Termination Fee and upon payment of such amount, no Buyer Related Party shall have any other liability or obligation for any or all Losses suffered or incurred by any Seller Party or any of their respective Affiliates (including the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and neither Seller, any other Seller Party nor any of their respective Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against the Buyer Related Parties arising out of this Agreement or any of the transactions contemplated hereby or any matters forming the basis for such termination.

Reverse Termination Fee. (a) If this Agreement is terminated (i) by Buyer in connection with Seller or Purchaser pursuant to Section 9.1(d) if at such time (y) Seller had the right to terminate this Agreement pursuant to Section 9.1(e) or (z) the Gaming Approvals had not then been obtained for any reason other than as a Specified Terminationdirect result of Seller’s breach of this Agreement, Buyer (ii) by Seller pursuant to Section 9.1(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), 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 (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”) , 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 immediately available funds within two by wire transfer no later than five (25) Business Days after the date of such termination. Each of . (b) Notwithstanding anything to the Parties hereto acknowledges and agrees that (i) the agreements contained contrary in this Section 8.2 are an integral part of the transactions contemplated by this Agreement andAgreement, (ii) in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any Specified Termination, the Seller’s right to receive payment of the Reverse Termination Fee constitutes a reasonable estimate of the losses that will pursuant to this Section 9.3 shall be suffered by reason of any such Specified Termination and constitutes liquidated damages (and not a penalty). Accordingly, the sole and exclusive remedy (whether at law, in equity, in contract, in tort of Seller 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 Affiliates against Purchaser 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 to collect the Reverse Termination Fee and upon payment of such amount, no Buyer Related Party shall have any other liability or obligation for any or all Losses suffered or incurred by any Seller Party its Affiliates or any of their respective Affiliates (including stockholders, partners, members or representatives for any and all Damages that may be suffered based upon, resulting from, arising out of or relating to the termination hereof)circumstances giving rise to such termination, the failure of the transactions contemplated hereby (to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the abandonment thereof) Reverse Termination Fee in accordance with this Section 9.3, none of Purchaser or any matter forming the basis for such termination, and neither Seller, any other Seller Party nor of its Affiliates or any of their respective Affiliates stockholders, partners, members or representatives shall be entitled have any further Liability or obligation relating to bring or maintain any other claim, action or proceeding against the Buyer Related Parties arising out of this Agreement or any of the transactions contemplated hereby by this Agreement. 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 payment of the 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 that results in a Closing and any money damages, including all or any matters forming portion of the basis for such terminationReverse Termination Fee.

Reverse Termination Fee. (a) If this Agreement is terminated by Buyer Parent and the Sellers pursuant to Section 9.1(b)(2) (in connection with the event of a Specified Terminationbreach or failure to perform by Purchaser) or Section 9.1(c) (failure to close), Buyer then Purchaser shall pay to Seller (or its designees), as the Seller Parties’ sole and exclusive remedy, Parent an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Reverse Termination Fee”) in immediately available funds equal to $223,600,000 within two (2) Business Days after of the date of such terminationtermination (it being understood that in no event shall Purchaser be required to pay the Reverse Termination Fee more than once). Each Notwithstanding anything to the contrary in 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 Parties hereto acknowledges and agrees that “Regulatory Fee Payment Obligations”), (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 Parent’s receipt of the Reverse Termination Fee constitutes a reasonable estimate 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 losses that will “Purchaser Financing Cooperation Payment Obligations”) and Parent’s right to seek specific performance of this Agreement by Purchaser prior to termination of this Agreement, as provided for and subject to the limitations set forth in Section 11.11, shall be suffered by reason of any such Specified Termination and constitutes liquidated damages (and not a penalty). Accordingly, the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) remedies of Seller, Parent and their respective Affiliates as a result of or following any Specified Termination the Sellers 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 Purchaser 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 to collect the Reverse Termination Fee and upon payment of such amount, no Buyer Related Party shall have any other liability or obligation Parties for any Loss relating to or all Losses suffered or incurred by any Seller Party or any of their respective Affiliates (including the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and neither Seller, any other Seller Party nor any of their respective Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against the Buyer Related Parties arising out of this Agreement or any of the Guarantees, or the transactions contemplated hereby or thereby, including any matters forming breach of this Agreement by Purchaser, the basis for 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 the Reverse Termination Fee pursuant to this Section 9.4(a), and, upon payment of such terminationamounts, none of the Purchaser Related Parties shall have any Liability or obligation relating to or arising out of this Agreement or the Guarantees, or the transactions contemplated hereby or thereby, or any claims or actions under applicable Law arising out of any such breach, termination or failure.

Reverse Termination Fee. (i) If this Agreement is terminated by Buyer in connection with a Specified TerminationAcquiror or the Company pursuant to Section 10.01(b)(iv), Buyer then Acquiror shall pay to Seller (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”) Company in immediately available funds US$25,000,000, in the case of a termination by the Company, within two one Business Day after such termination and, in the case of a termination by Acquiror, immediately before and as a condition to such termination; provided that if (2A) Business Days after the date of this Agreement and prior to such termination, an Acquiror Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors of Acquiror or its stockholders and (B) within 12 months following the date of such termination. Each , Acquiror shall have entered into a definitive agreement with respect to an Acquiror Acquisition Proposal or an Acquiror Acquisition Proposal shall have been consummated (provided that for purposes of this clause (B), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then Acquiror shall pay to the Company in immediately available funds, concurrently with the occurrence of the Parties hereto acknowledges and agrees that applicable event described in clause (i) the agreements contained in this Section 8.2 are B), an integral part additional amount of the transactions contemplated by this Agreement and, US$25,000,000. (ii) If this Agreement is terminated by the Company pursuant to Section 10.01(d)(ii) or 10.01(d)(iv), then Acquiror shall pay to the Company in light immediately available funds US$50,000,000 within one Business Day after such termination. (iii) If (A) this Agreement is terminated by Acquiror or the Company pursuant to Section 10.01(b)(i) (except in circumstances in which the Financing Reverse Termination Fee or the Specified Regulatory Condition Reverse Termination Fee is payable), (B) after the date of this Agreement and prior to such termination, an Acquiror Acquisition Proposal shall have been publicly announced or otherwise been communicated to the difficulty Board of accurately determining actual damages Directors of Acquiror or its stockholders and (C) within 12 months following the date of such termination, Acquiror shall have entered into a definitive agreement with respect to an Acquiror Acquisition Proposal or an Acquiror Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “20%” in the foregoing upon any Specified Terminationdefinition of Acquisition Proposal shall be deemed to be a reference to “50%”), then Acquiror shall pay to the right to payment Company in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), US$50,000,000. (iv) If (A) (w) this Agreement is terminated by Acquiror or the Company pursuant to Section 10.01(b)(i) (except in circumstances in which the Specified Regulatory Condition Reverse Termination Fee constitutes is payable), (x) a reasonable estimate Financial Market Event exists on the End Date, (y) all conditions set forth in Article 9 shall have been satisfied or waived on the End Date (or in the case of conditions that by their terms are to be satisfied at the time of the losses that will consummation of the Acquisition, shall be suffered by capable of being satisfied on the End Date) and (z) a Financial Market Extension shall not have occurred or (B) a Financial Market Extension shall have occurred and this Agreement is terminated for any reason of (any such termination under the circumstances described in this clause (B) or the foregoing clause (A), a “Specified Financing Condition Termination”), then in the case of each of the foregoing clauses (A) and (B), Acquiror shall pay to the Company in immediately available funds US$75,000,000 (the “Financing Reverse Termination Fee”), in the case of a termination by the Company, within one Business Day after such termination and, in the case of a termination by Acquiror, immediately before and constitutes liquidated damages (and not as a penaltycondition to such termination. The Company agrees that in the event that the Financing Reverse Termination Fee is paid to the Company pursuant to this Section 11.04(c)(iv). Accordingly, notwithstanding anything in this Agreement to the contrary, the payment of such Financing Reverse Termination Fee shall be the sole and exclusive remedy of the Company and its Related Persons against Acquiror or any of its Related Persons for, and in no event shall the Company or any of its Related Persons seek to recover any other money damages or seek any other remedy based on a claim in law or equity with respect to, (whether at law, in equity, in contract, in tort or otherwise1) of Seller, Parent and their respective Affiliates any loss suffered 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 the failure of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoingAcquisition to be consummated, (each, a “Buyer Related Party,” and collectively, 2) the “Buyer Related Parties”) in respect termination of this Agreement, (3) any Contract liabilities or agreement executed obligations arising under this Agreement, or (4) any claims or actions arising out of or relating to any termination or failure of or under this Agreement, in connection herewith each case, with respect to a Specified Financing Condition Termination and the transactions contemplated hereby and thereby shall be to collect the Reverse Termination Fee any event related thereto, and upon payment of such amount, no Buyer Related Party shall have any other liability or obligation for any or all Losses suffered or incurred by any Seller Party or any of their respective Affiliates (including to the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and neither Seller, any other Seller Party nor any of their respective Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against the Buyer Related Parties arising out of this Agreement or any Company of the transactions contemplated hereby or any matters forming the basis for such termination.Financing Reverse Termination Fee,

Reverse Termination Fee. If 8.3.1 In the event that Seller shall validly terminate this Agreement is terminated by Buyer in connection with a Specified Terminationpursuant to Section 8.1.3 or Section 8.1.5, Buyer shall pay to Seller (or its designees), as the Seller Parties’ sole and exclusive remedy, an a non-refundable amount equal to Five Hundred Thousand Dollars ($500,000) (the “Reverse Termination Fee”) Fee in cash by wire transfer of immediately available funds within two (2) 10 Business Days after the date of following such termination. Each of . 8.3.2 In the Parties hereto acknowledges and agrees event that (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 Seller shall receive full payment of the Reverse Termination Fee constitutes 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). Accordinglypursuant 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 (whether at lawwith respect to, in equityand shall be deemed to be liquidated damages for, 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 to collect the Reverse Termination Fee and upon payment of such amount, no Buyer Related Party shall have any other liability or obligation for any or all Losses suffered or incurred by any Seller Party or any of their respective Affiliates other Person in connection with this Agreement (including 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 matter forming the basis for such termination, and neither Seller, of its Affiliates or any other Seller Party nor Person shall have any of their respective Affiliates shall 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 claim, action or proceeding against the Buyer Related Parties Person arising out of 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. (a) If this Agreement is validly terminated by Buyer in connection with the 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 Specified Terminationtime when the Parent had the right to terminate this Agreement pursuant to Section 11.1(a)(iii) or Section 11.1(a)(v)), Buyer then the Purchaser shall pay or cause to Seller (or its designees), as the Seller Parties’ sole and exclusive remedy, be paid an amount in cash equal to Five Fifty-Seven Million Four Hundred Thousand Dollars ($500,00057,400,000) (the “Reverse Termination Fee”) to the Parent promptly (and in 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 two to an account designated in writing by the Parent; provided, that the Purchaser shall have one (21) Business Days after the date of such termination. Each Day 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 hereto acknowledges 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 agrees 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). (b) The Parent’s receipt of the 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 11.3(a) shall be 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 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 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 funded 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 rights and claims against any Purchaser Related Party (other 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 or the Commitment Letters, whether at Law or in equity, in contract, in tort or otherwise; provided, however, that the foregoing shall not limit the right of the Parent to seek specific performance of this Agreement pursuant to, and subject to the limitations in, Section 14.15 prior to the termination of this Agreement. (c) The parties hereby acknowledge and agree that (i) the agreements contained in this Section 8.2 11.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement and, and (ii) the Termination Fee payable by the Purchaser pursuant to Section 11.3(a) is not a penalty, but is liquidated damages in light 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 expectation of the difficulty of accurately determining actual damages with respect to the foregoing upon any Specified Termination, the right to payment consummation of the Reverse Termination Fee constitutes a reasonable estimate of transactions contemplated herein, and for the losses that will be 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 such Specified Termination amount due pursuant to this Section 11.3, it shall also pay any reasonable costs and constitutes liquidated damages (and not a penalty). Accordingly, expenses incurred by the sole and exclusive remedy (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 to collect the Reverse Termination Fee and upon payment of with enforcing this Agreement (including by legal action), together with interest on such unpaid amount, no Buyer Related Party shall have any other liability or obligation for any or all Losses suffered or incurred by any Seller Party or any of their respective Affiliates at a rate per annum, compounded monthly, equal to twelve (including 12%) from the termination hereof), date such amount was required to be paid to (but excluding) the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and neither Seller, any other Seller Party nor any of their respective Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against the Buyer Related Parties arising out of this Agreement or any of the transactions contemplated hereby or any matters forming the basis for such terminationpayment date.

Reverse Termination Fee. If 8.3.1 In the event that Seller shall validly terminate this Agreement is terminated by Buyer in connection with a Specified Terminationpursuant to Section 8.1.3 or Section 8.1.5, Buyer shall pay to Seller (or its designees), as the Seller Parties’ sole and exclusive remedy, an a non-refundable amount equal to Five Hundred Thousand Dollars ($500,000) (the “Reverse Termination Fee”) Fee in cash by wire transfer of immediately available funds within two (2) 10 Business Days after the date of following such termination. Each of . 8.3.2 In the Parties hereto acknowledges and agrees event that (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 Seller shall receive full payment of the Reverse Termination Fee constitutes 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). Accordinglypursuant 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 (whether at lawwith respect to, in equityand shall be deemed to be liquidated damages for, 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 to collect the Reverse Termination Fee and upon payment of such amount, no Buyer Related Party shall have any other liability or obligation for any or all Losses suffered or incurred by any Seller Party or any of their respective Affiliates other Person in connection with this Agreement (including 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 matter forming the basis for such termination, and neither Seller, of its Affiliates or any other Seller Party nor Person shall have any of their respective Affiliates shall 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 claim, action or proceeding against the Buyer Related Parties Person arising out of 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. If (i) In the event that this Agreement is terminated by Buyer in connection with the Company pursuant to Section 11.1(a)(ii) as a Specified result of a Financing Termination, then the Buyer shall pay to Seller (or its designees), as the Seller Parties’ sole and exclusive remedy, an amount equal to Five Hundred Thousand Dollars ($500,000) 25,200,000 (the “Reverse Termination Fee”) to the Company as promptly as reasonably practicable (and, in immediately available funds any event, within two five (25) Business Days after the date of following such termination) by wire transfer of same day funds. Each of In no event shall the Parties hereto acknowledges and agrees that (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 Company be entitled to the foregoing upon any Specified Termination, Reverse Termination Fee on more than one occasion. The Parties agree that the right to Reverse Termination Fee is a liquidated damage and not a penalty and the payment of the Reverse Termination Fee constitutes a reasonable estimate in the circumstances specified herein is supported by due and sufficient consideration. (ii) The Company’s right to receive payment of the losses that will Reverse Termination Fee from the Buyer shall be suffered by reason of any such Specified Termination and constitutes liquidated damages (and not a penalty). Accordingly, the sole and exclusive remedy (whether at lawof the Company, in equitythe Sellers, in contract, in tort or otherwise) of Seller, Parent the Sellers’ Representative and their respective Affiliates as a result against the Buyer, the Debt Financing Sources or any of the Buyer’s or following any Specified Termination against Buyer and each of its Debt Financing Source’s former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliatesrepresentatives, representatives Affiliates or assignees and or any and all former, current or future equity holdersdirector, controlling Personsofficer, directorsemployee, officers, employees, agentsagent, general or limited partnerspartner, managersmanager, management companiesmember, membersstockholder, stockholdersrepresentative, Affiliates Affiliate or assignees assignee of any of the foregoing, and foregoing for any and all former, current loss or future heirs, executors, administrators, trustees, successors or assigns of any damage suffered as a result of the foregoing, (each, a “Buyer Related Party,” and collectively, the “Buyer Related Parties”) in respect failure of this Agreement, any Contract or agreement executed in connection herewith and the transactions contemplated hereby and thereby shall to be consummated or for a breach or failure to collect the Reverse Termination Fee and perform under this Agreement or otherwise and, upon payment of such amount, no Buyer Related Party shall have any other liability or obligation for any or all Losses suffered or incurred by any Seller Party or any none of their respective Affiliates (including the termination hereof)Buyer, the transactions contemplated hereby (and the abandonment thereof) Debt Financing Sources or any matter forming the basis for such termination, and neither Seller, any other Seller Party nor any of their respective Affiliates shall be entitled have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided that nothing in this Section 11.2(b)(ii) shall limit the right of the Company (x) to bring or maintain any claim, action or proceeding for injunction, specific performance or other equitable relief to the extent provided in Section 12.9, unless the Company has terminated the Agreement pursuant to Section 11.1(a)(ii) and the Reverse Termination Fee has been paid in accordance with Section 11.3(b)(i), or (y) to bring or maintain any claim, action or proceeding against the Buyer Related Parties Company or any of its Affiliates arising out of a breach of the Confidentiality Agreement. (iii) In the event that this Agreement or is terminated by the Company pursuant to Section 11.1(a)(ii) for any reason other than a Financing Termination, then in lieu of any other remedies available to Sellers, Sellers may elect to be paid the Reverse Termination Fee by providing notice in writing to Buyer within five (5) business days of such termination of its election to receive the Reverse Termination Fee. If Sellers so elect, Sellers waive any and all other rights and remedies which Sellers may have as a result of the transactions contemplated hereby or any matters forming the basis for such terminationBuyer’s default under this Agreement.

Reverse Termination Fee. If (a) In the event that this Agreement is validly terminated by Buyer in connection with a Specified Terminationpursuant to (i) Section 10.01(g) or (ii) Section 10.01(b) or Section 10.01(f) and, at the time of such termination, the Sellers’ Representative would have been entitled to terminate this Agreement under Section 10.01(g), then, within five (5) Business Days following Buyer’s receipt of notice of such termination, Buyer shall pay pay, or cause to Seller (or its designees)be paid, as to the Seller Parties’ sole and exclusive remedy, Company an amount equal to Five Hundred Thousand Dollars ($500,000) 65,000,000 in cash by wire transfer of same-day funds (the “Reverse Termination Fee”) to an account designated in immediately available funds within two writing by the Sellers’ Representative. (2b) Business Days after Notwithstanding anything to the date of such termination. Each contrary set forth in this Agreement (including this Article 10), each of the Parties hereto parties expressly acknowledges and agrees that (i) in the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by event that this Agreement and, (ii) in light of is validly terminated under circumstances where the difficulty of accurately determining actual damages with respect to the foregoing upon any Specified TerminationReverse Termination Fee is due and payable, the right to payment receipt by the Company of the Reverse Termination Fee constitutes a reasonable estimate of the losses that will Fee, shall be suffered by reason of any such Specified Termination and constitutes liquidated damages (and not a penalty). Accordingly, the sole and exclusive remedy of the Seller Related Parties against the Buyer Related Parties (including, for the avoidance of doubt, any Debt Financing Source), and shall be deemed to be liquidated damages for, any and all losses or Damages of any kind (whether at lawin tort, contract or otherwise) suffered or incurred by the Seller Related Parties arising out of, relating to, or in equityconnection with this Agreement (and the termination hereof), in contractthe Ancillary Agreements, in tort any of the Transactions (and the abandonment thereof), any breach (whether willful, intentional, unilateral or otherwise) of Seller, Parent and their respective Affiliates as a result of any covenant or following any Specified Termination against Buyer and each of its former, current agreement 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”) otherwise in respect of this Agreement, the Ancillary Agreements or any Contract oral representation made or agreement executed alleged to be made in connection herewith and the transactions contemplated hereby and thereby shall be to collect the Reverse Termination Fee and upon payment of such amountor therewith, no Buyer Related Party shall have any other liability or obligation for any or all Losses suffered or incurred by any Seller Party or any of their respective Affiliates (including the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, including for a breach of Section 2.04 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Financing or the commitments therefor or in respect of any oral representation made or alleged to be made in connection herewith or therewith, and neither Seller, none of the Seller Related Parties or any other Seller Party nor any of their respective Affiliates Person shall be entitled to bring or maintain maintain, and the Company and the Sellers shall not permit any other Seller Related Party to bring or maintain, any claim, action or proceeding Proceeding against the Buyer or any other Buyer Related Parties Party (including, for the avoidance of doubt, any Debt Financing Source) arising out of of, relating to, or in connection with, this Agreement or Agreement, the Ancillary Agreements, any of the transactions contemplated hereby Transactions (and the abandonment thereof), any breach (whether willful, intentional, unilateral or otherwise) of any covenant or agreement or otherwise in respect of this Agreement, the Ancillary Agreements or any matters oral representation made or alleged to be made in connection herewith or therewith, or any matter forming the basis for such termination, including for a breach of Section 2.04 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Financing or the commitments therefor or in respect of any oral representation made or alleged to be made in connection herewith or therewith. Notwithstanding anything to the contrary contained in this Agreement, for the avoidance of doubt, in no event shall any Debt Financing Source be required to pay any portion of the Reverse Termination Fee. (c) The parties hereto acknowledge and agree that the agreements contained in this Section 10.02 are an integral part of the Transactions, and that, without these agreements, the Company and the Sellers would not have entered into this Agreement. If Buyer fails to promptly pay all or any portion of the Reverse Termination Fee when due and the Reverse Termination Fee is subsequently adjudicated by final and non-appealable determination of a court of competent jurisdiction to be due and payable, Buyer shall pay the Company’s reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Proceeding to enforce this Section 10.02 that results in a final and non-appealable judgment against Buyer for payment of the Reverse Termination Fee, together with interest on the overdue amount of the Reverse Termination Fee (for the period commencing as of the date that such overdue amount was originally required to be paid pursuant to Section 10.02(a) and ending on the date that such overdue amount is actually paid in full), at a rate per annum, compounded monthly, equal to the Prime Rate (as reported in the print edition of The Wall Street Journal, Eastern Edition, on the date such payment was required to be paid (or, if unavailable, |US-DOCS\159043691.20|| on the latest date prior to the payment due date on which such rate is available)), or such lesser rate per annum that is the maximum permitted under Applicable Law. If the Company or the Sellers’ Representative initiates a Proceeding against Buyer to recover the Reverse Termination Fee and such Proceeding results in a final and non-appealable judgment in favor of Buyer, the Company shall pay Buyer’s reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) in connection with its defense in such Proceeding. (d) Each of the parties further acknowledges that the payment of the Reverse Termination Fee specified in this Section 10.02, as applicable, is not a penalty, but is liquidated damages in a reasonable amount that will compensate such other parties, as applicable, 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 by this Agreement, which amount would otherwise be impossible to calculate with precision. In the event this Agreement is terminated for any reason at a time when the Company would be entitled to receipt of the Reverse Termination Fee, the Company shall be entitled to such amount at such time; provided that in no event shall Buyer be required to pay the Reverse Termination Fee on more than one occasion. Notwithstanding anything to the contrary in this Agreement, each of the Sellers and the Company will be entitled to seek an injunction or specific performance as provided in Section 12.03, except that, although each of the Sellers and the Company, in their respective sole discretion, may determine its choice of remedies under this Agreement, including by pursuing specific performance in accordance with, and subject to the applicable limitations in, Section 12.03, under no circumstances shall any of the Sellers, the Company or any Seller Related Party, either individually or collectively, be permitted or entitled to receive (i) both (A) a grant of specific performance of the obligation to close or other form of equitable relief ordering Buyer to consummate the Closing as contemplated by Section 12.03 or otherwise and (B) any monetary damages, including all or any portion of the Reverse Termination Fee, based on Buyer's failure to consummate the Closing; provided, that for the avoidance of doubt, if the Company or Sellers seek specific performance and are either unsuccessful or subsequently drop such pursuit and irrevocably waive their right to seek specific performance, Buyer shall promptly pay the Company the Reverse Termination Fee if the Company is otherwise entitled to the Reverse Termination Fee under this Agreement or (ii) both (A) the Reverse Termination Fee and (B) any other monetary damages in addition to the payment contemplated by the immediately foregoing clause (ii)(A) based on ▇▇▇▇▇'s failure to consummate the Closing.

Reverse Termination Fee. (i) If this Agreement is terminated by Buyer in connection with pursuant to Section 6.01(c)(ii) or Section 6.01(c)(iii) (a “Specified Termination”), Buyer then Purchaser shall pay to Seller (or its designees), as the Seller Parties’ sole and exclusive remedy, an amount equal to Five Hundred Thousand Dollars (a fee of $500,000) 30,000,000 in cash (the “Reverse Termination Fee”) (to an account designated in immediately available funds writing by Seller) within two fifteen (215) Business Days after the date of any such termination. Each of the Parties hereto acknowledges and agrees that (i) the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement and, Specified Termination. (ii) Notwithstanding anything in light this Agreement, (x) if this Agreement is terminated under circumstances in which Purchaser is obligated to pay the Reverse Termination Fee under Section 6.03(b)(i), upon payment of the difficulty Reverse Termination Fee, none of accurately determining actual damages the Purchaser, Parent or any Financing Source shall have any further liability with respect to the foregoing upon any Specified Terminationthis Agreement, the right Transactions or the Equity Commitment Letter to the Seller or any of its Affiliates, stockholders or Representatives, and payment of the Reverse Termination Fee constitutes a reasonable estimate of the losses that will shall be suffered by reason of any such Specified Termination and constitutes liquidated damages (and not a penalty). Accordingly, the Seller’s sole and exclusive remedy (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 to collect the Reverse Termination Fee and upon payment of such amount, no Buyer Related Party shall have any other liability or obligation for any Claims or all Losses Losses, including attorneys’ fees and disbursements, suffered or incurred by Seller or its Subsidiaries and any Seller Party other Person in connection with this Agreement or any of their respective Affiliates (including the termination hereof), the transactions contemplated hereby (and the abandonment thereof) Transactions or any matter forming the basis for such terminationtermination (including if such termination results from the Willful Breach of this Agreement by Purchaser or Parent), (y) unless and neither 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, any other Seller Party nor any in each case, in accordance with and subject to the terms and conditions of their respective Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against the Buyer Related Parties arising out 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 perform under this Agreement shall be for Seller to terminate this Agreement in accordance with Section 6.01 and, if applicable, receive payment of the 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). In no event shall Purchaser be required to pay the Reverse Termination Fee on more than one (1) occasion. Under no circumstance shall Seller be permitted or entitled to receive both a grant of specific performance to cause the Equity Financing to be funded and the Transactions to be consummated that results in the Closing and payment of 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 transactions contemplated 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 or any matters forming the basis for such terminationnamed as third-party beneficiaries of this Section 6.03(b).