any delivery of Subject Units pursuant to this Agreement, (ii) the performance by the Selling Unitholder of its obligations hereunder and (iii) in the case of the purchase of the Firm Units, the occurrence of the Closing Date, or in the case of the purchase of Additional Units, the occurrence of the applicable Option Closing Date.
7. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to Repay, will be mailed, delivered or telefaxed to 3 West Paces Ferry Road, Suite 200, Atlanta, GA 30305; Attention: Tyler Dempsey, or if sent to the Selling Unitholder, will be mailed, delivered or telefaxed to c/o Corsair Capital, 717 Fifth Avenue, 24th Floor, New York, NY 10022, Attention: Jimmy Wang with a copy (which does not constitute notice) to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, Attention: Roxane F. Reardon.
8. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
9. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. The words execution, signed, signature, delivery, and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
10. Further Assurances. Each party hereto agrees to execute and deliver, or cause to be executed and delivered, such other documents, instruments and agreements, and take such other actions consistent with the terms of this Agreement as may be reasonably necessary in order to accomplish the transactions contemplated hereby.
11. Termination. If the Underwriting Agreement (other than provisions thereof which survive termination) is terminated prior to the Closing Date, this Agreement shall automatically terminate and the parties shall have no further obligations hereunder.
12. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.