Termination Clause Example with 54 Variations from Business Contracts

Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Effective Time Closing; and (b) the valid termination of the Business Combination Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities liabilities under, or with respect to, this Agreement. Notwithstanding the fo...regoing or anything to the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) shall not affect any Liability liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Section 4.b(i) Sections 3, 4 and 11 (solely to the extent that it relates to Section 5.4(a) (Public Announcements) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement) Sections 3 and 4) shall each survive the termination of this Agreement pursuant to Section 5(a), 7(a), and (iii) Section 4.b(i) Sections 8, 9, 10 and 11 (solely to the extent that it relates related to Section 5.3(a) (Confidentiality and Access to Information) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to 8, 9, or 10) shall survive any of the provisions that survive the termination of this Agreement and excluding Section 8.1 (Non-Survival) of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). Agreement. For purposes of this Section 5, 7, (x) "Willful Breach" means a an intentional and willful material breach of this Agreement by a Party that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such an act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement Agreement, and (y) "Fraud" means an act or omission by actual common law fraud in the making of a Party, and requires: (a) a false or incorrect specific representation or warranty expressly set forth in this Agreement, (b) with actual knowledge (as opposed to constructive, imputed or implied knowledge) committed by the Party making such express representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) an intention warranty, with intent to deceive another Party, and to induce him, her or it to enter into this Agreement, (d) another Agreement and requires (i) an intentional false representation of material fact expressly set forth in the representations and warranties set forth in this Agreement; (ii) actual knowledge that such representation is false (as opposed to any fraud claim based on constructive, knowledge, negligent or reckless misinterpretation or a similar theory); (iii) a specific intention to induce the Party to whom such representation was made to act or refrain from acting in reliance upon it; (iv) causing that Party, in justifiable or reasonable reliance upon such false 5 representation, to take or incorrect representation or warranty expressly set forth in this Agreement, refrain from taking action; and (v) causing such Party to enter into this Agreement, and (e) another Party to suffer damage by reason of such reliance. For the avoidance of doubt, "Fraud" does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness. 3 6. No Recourse Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein and any claims to enforce Sections 2 or 4.a. (a), each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than the Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than the parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. 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Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier earliest of (a) the Effective Time and Time, (b) the termination of the Business Combination Merger Agreement in accordance with its terms. terms and (c) the mutual written agreement of all of the Parties. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities liab...ilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) shall not affect any Liability liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Section 4.b(i) (solely to the extent that it relates to Section 5.4(a) (Public Announcements) of the Business Combination Agreement), this Section Sections 5 through Section 9 and Section 10 (to the extent related to shall each survive any of the provisions that survive the termination of this Agreement) shall survive the termination of this Agreement pursuant to Section 5(a), and (iii) Section 4.b(i) (solely to the extent that it relates to Section 5.3(a) (Confidentiality and Access to Information) of the Business Combination Agreement), this Section Sections 5 through Section 9 and Section 10 (to the extent related to 14 shall survive any of the provisions that survive the termination of this Agreement and excluding Section 8.1 (Non-Survival) of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). Agreement. For purposes of this Section 5, (x) "Willful Breach" means a material breach of this Agreement by a Party that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) "Fraud" means an act or omission by a Party, and requires: (a) (A) a false or incorrect representation or warranty expressly set forth in this Agreement, (b) (B) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) (C) an intention to deceive another Party, Party to induce him, her or it to enter into this Agreement, (d) (D) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (e) another (E) causing such Party to suffer damage by reason of such reliance. For the avoidance of doubt, "Fraud" does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness. 3 6. No Recourse Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein and any claims to enforce Sections 2 or 4.a. (a), each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than the Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than the parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. View More

Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Effective Time and (b) the termination of the Business Combination Merger Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing ...or anything to the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) 7(b) shall not affect any Liability liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Section 4.b(i) Sections 2, 5 and 11 (solely to the extent that it relates to Section 5.4(a) (Public Announcements) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement) foregoing Sections 2 or 5) shall each survive the termination of this Agreement pursuant to Section 5(a), 7(a), (iii) Sections 4(b) and (iii) Section 4.b(i) 11 (solely to the extent that it relates to Section 5.3(a) (Confidentiality and Access to Information) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement and excluding foregoing Section 8.1 (Non-Survival) of the Business Combination Agreement) 4(b)) shall each survive the termination of this Agreement pursuant to Section 5(b). 7(a) and (iv) Sections 8, 9, 10 and 11 (solely to the extent related to the following Sections 8 or 10) shall survive any termination of this Agreement. For purposes of this Section 5, 7, (x) "Willful Breach" means a material breach of this Agreement by a Party that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) "Fraud" means an act or omission by a Party, and requires: (a) (i) a false or incorrect representation or warranty expressly set forth in this Agreement, (b) (ii) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) (iii) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (d) (iv) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (e) another (v) causing such Party to suffer damage by reason of such reliance. For the avoidance of doubt, "Fraud" does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness. 3 6. No Recourse Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein and any claims to enforce Sections 2 or 4.a. (a), each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than the Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than the parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. View More

Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Effective Time and (b) the termination of the Business Combination Merger Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything ...to the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) 7(b) shall not affect any Liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or for Fraud, (ii) Section 4.b(i) Sections 2, 5 and 12 (solely to the extent that it relates related to Section 5.4(a) (Public Announcements) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement) 2 or 5) shall each survive the termination of this Agreement pursuant to Section 5(a), 7(a), and (iii) Section 4.b(i) Sections 8, 9, 10, and 12 (solely to the extent that it relates to Section 5.3(a) (Confidentiality and Access to Information) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to Sections 8, 9, 10 or 12) shall survive any of the provisions that survive the termination of this Agreement and excluding Section 8.1 (Non-Survival) of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). Agreement. For purposes of this Section 5, (x) 7, "Willful Breach" means a material breach of this Agreement by a Party that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) "Fraud" means an act or omission by a Party, and requires: (a) a false or incorrect representation or warranty expressly set forth in this Agreement, (b) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (d) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (e) another Party to suffer damage by reason of such reliance. For the avoidance of doubt, "Fraud" does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness. 3 6. Agreement. 4 8. No Recourse Recourse. Except for claims pursuant to the Business Combination Merger Agreement or any other Ancillary Document Transaction Agreement by any party(ies) party thereto against any other party(ies) thereto on the terms and subject to the conditions therein and any claims to enforce Sections 2 or 4.a. (a), party thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made brought against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative of Acquiror (collectively, the "Acquiror Representatives") (other than the Sponsor), Holders named as parties hereto, on the terms and subject to the conditions set forth herein), and (b) no none of the Company Non-Party Affiliate Affiliates or SPAC Non-Party Affiliate Acquiror Representatives (other than the Holders named as parties hereto), hereto, on the terms and subject to the conditions set forth herein) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, herewith or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or its subject matter or the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, (i) in no event shall any Holder have any obligations or Liabilities related to or arising out of the covenants, agreements, obligations, representations or warranties of any other Holder under this Agreement (including related to or arising out of the breach of any such covenant, agreement, obligation, representation or warranty by any other Holder), (ii) in no event shall Tailwind Two have any obligations or Liabilities related to or arising out of the covenants, agreements, obligations, representations or warrants of any Holder under this Agreement (including related to or arising out of any breach of any such covenant, agreement, obligation, representation or warranty by any such Holder). View More

Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Effective Time and (b) the valid termination of the Business Combination Merger Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities liabilities under, or with respect to, this Agreement. Notwithstanding the fore...going or anything to the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) shall not affect any Liability liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Section 4.b(i) (solely to the extent that it relates to Section 5.4(a) (Public Announcements) of the Business Combination Agreement), this Section Sections 5 through Section 9 and Section 10 (to the extent related to any of the provisions that 7 shall each survive the termination of this Agreement) Agreement, and (iii) Sections 9 through 17 shall each survive the termination of this Agreement pursuant solely to Section 5(a), and (iii) Section 4.b(i) (solely to the extent that it relates to Section 5.3(a) (Confidentiality and Access to Information) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement and excluding Section 8.1 (Non-Survival) of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). surviving sections. For purposes of this Section 5, (x) (A) "Willful Breach" means a material breach of this Agreement by a Party that is a consequence of an act undertaken or a failure to act by the breaching Party with the actual knowledge (as opposed to constructive, imputed or implied knowledge) that the taking of such act or such failure to act would, or would reasonably be expected to, will constitute or result in cause a breach of this Agreement and (y) (B) "Fraud" means an act or omission by a Party, and requires: (a) (I) a false or incorrect representation or warranty expressly set forth in this Agreement, (b) (II) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) (III) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (d) (IV) another Party, in Party's justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing Agreement is the cause of such Party to enter entering into this Agreement, and (e) another (V) causing such Party to suffer damage by reason of such reliance. For the avoidance of doubt, "Fraud" does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness. 3 6. No Recourse Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein and any claims to enforce Sections 2 or 4.a. (a), each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than the Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than the parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. View More

Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier earliest of (a) the Effective Time and Time, (b) the termination of the Business Combination Merger Agreement in accordance with its terms. terms, (c) the amendment or modification of the Merger Agreement without the Stockholder's consent (1) to decrease the consideration payable under the Merger Agreement, or (2) to change the form of merger consideration in a ma...nner adverse to such Stockholder and (d) the effective date of a written agreement of the parties hereto terminating this Agreement. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) shall not affect any Liability liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Section 4.b(i) 2(b)(i) (solely to the extent that it relates to Section 5.4(a) (Public Announcements) 8.04 (Confidentiality; Publicity) of the Business Combination Agreement), this Section 5 through Section 9 Merger Agreement) and Section 10 (to the extent related to representations and warranties set forth in Sections 3(g) and (h) shall each survive any of the provisions that survive the termination of this Agreement) shall survive the termination of this Agreement pursuant to Section 5(a), and (iii) Section 4.b(i) 2(b)(ii) (solely to the extent that it relates to Section 5.3(a) (Confidentiality and Access to Information) 6.04 (No Claim Against the Trust Account) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement and excluding Section 8.1 (Non-Survival) of the Business Combination Merger Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). For purposes of this Section 5, (x) "Willful Breach" means a material breach of this Agreement by a Party that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) "Fraud" means an act or omission by a Party, and requires: (a) (A) a false or incorrect representation or warranty expressly set forth in this Agreement, (b) (B) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) (C) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (d) (D) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (e) another (E) causing such Party to suffer damage by reason of such reliance. For the avoidance of doubt, "Fraud" does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness. 3 6. No Recourse Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein and any claims to enforce Sections 2 or 4.a. (a), each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than the Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than the parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. 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Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Effective Time Time; and (b) the termination of the Business Combination Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything t...o the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) 7(b) shall not affect any Liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Section 4.b(i) Sections 2, 5, 6 and 11 (solely to the extent that it relates to Section 5.4(a) (Public Announcements) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement) foregoing Sections 2, 5 or 6) shall each survive the termination of this Agreement pursuant to Section 5(a), 7(a), and (iii) Section 4.b(i) Sections 8, 9, 10 and 11 (solely to the extent that it relates to Section 5.3(a) (Confidentiality and Access to Information) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to the foregoing Sections 8, 9 or 10) shall survive any of the provisions that survive the termination of this Agreement and excluding Section 8.1 (Non-Survival) of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). For purposes of this Section 5, (x) "Willful Breach" means a material breach of this Agreement by a Party that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) "Fraud" means an act or omission by a Party, and requires: (a) a false or incorrect representation or warranty expressly set forth in this Agreement, (b) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (d) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (e) another Party to suffer damage by reason of such reliance. For the avoidance of doubt, "Fraud" does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness. 3 6. Agreement. 4 8. No Recourse Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein and any claims to enforce Sections 2 or 4.a. (a), thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Atlas Non-Party Affiliate (other than the Sponsor), Sponsor and Insiders named as a party hereto, on the terms and subject to the conditions set forth herein), and (b) no none of the the Company Non-Party Affiliate Affiliates or SPAC the Atlas Non-Party Affiliate Affiliates (other than the parties hereto), Sponsor and Insiders named as a party hereto, on the terms and subject to the conditions set forth herein) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. View More

Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Effective Time and (b) the termination of the Business Combination Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the ...contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) shall not affect any Liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Section 4.b(i) (solely to the extent that it relates to Section 5.4(a) (Public Announcements) of the Business Combination Agreement), 10, this Section 5 through Section 9 12 and Section 10 (to the extent related to representations and warranties set forth in Sections 9(g) and (h) shall each survive any of the provisions that survive the termination of this Agreement) Agreement, and (iii) Sections 13 through 21 shall survive the any termination of this Agreement pursuant to Section 5(a), and (iii) Section 4.b(i) (solely to the extent that it relates to Section 5.3(a) (Confidentiality and Access to Information) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement and excluding Section 8.1 (Non-Survival) of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). Agreement. For purposes of this Section 5, 12, (x) "Willful Breach" means a material breach of this Agreement by a Party that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) "Fraud" means an act or omission by a Party, and requires: (a) (A) a false or incorrect representation or warranty expressly set forth made by such 13 Party in this Agreement, (b) (B) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) (C) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (d) (D) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter entering into this Agreement, and (e) (E) another Party to suffer suffering damage by reason of such reliance. For the avoidance of doubt, "Fraud" does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness. 3 6. No Recourse Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein and any claims to enforce Sections 2 or 4.a. (a), each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than the Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than the parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. View More

Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Effective Time and (b) the termination of the Business Combination Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities under, or with respect to, this Agreement. Agreement (the date on which such termination occ...urs, the "Termination Date"). Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) shall not affect any Liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, fraud, (ii) Section 4.b(i) Sections 8, 9, 10 and 11 (solely to the extent that it relates related to Section 5.4(a) (Public Announcements) of the Business Combination Agreement), this Section 5 through Section Sections 8, 9 and Section 10 (to the extent related to 10) shall survive any of the provisions that survive the termination of this Agreement) shall survive the termination of this Agreement pursuant to Section 5(a), and (iii) Section 4.b(i) (solely to the extent that it relates to Section 5.3(a) (Confidentiality and Access to Information) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement and excluding Section 8.1 (Non-Survival) of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). Agreement. For purposes of this Section 5, (x) 7, "Willful Breach" means a material breach of this Agreement by a Party covenant that is a consequence of an intentional act undertaken or a an intentional failure to act by the breaching Party with the actual knowledge (as opposed to constructive, imputed or implied knowledge) that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) "Fraud" means an act or omission by a Party, and requires: (a) a false or incorrect representation or warranty expressly set forth in this Agreement, (b) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (d) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (e) another Party to suffer damage by reason of such reliance. For the avoidance of doubt, "Fraud" does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness. 3 6. Agreement. 5 8. No Recourse Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document Agreement by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein and any claims to enforce Sections 2 or 4.a. (a), thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, against the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate of the Company, of RONI (other than Sponsor and Insiders named as a party hereto, on the Sponsor), terms and subject to the conditions set forth herein) or of the Public Company, and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate of the Company, of RONI (other than Sponsor and Insiders named as a party hereto, on the parties hereto), terms and subject to the conditions set forth herein) or of the Public Company shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. 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Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Effective Time Time; and (b) the termination of the Business Combination Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything t...o the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) 7(b) shall not affect any Liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Section 4.b(i) Sections 2, 5, 6 and 11 (solely to the extent that it relates to Section 5.4(a) (Public Announcements) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement) foregoing Sections 2, 5 or 6) shall each survive the termination of this Agreement pursuant to Section 5(a), 7(a), and (iii) Section 4.b(i) Sections 8, 9, 10 and 11 (solely to the extent that it relates to Section 5.3(a) (Confidentiality and Access to Information) of the Business Combination Agreement), this Section 5 through Section 9 and Section 10 (to the extent related to the following Sections 8 or 10) shall survive any of the provisions that survive the termination of this Agreement and excluding Section 8.1 (Non-Survival) of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). Agreement. For purposes of this Section 5, 7, (x) "Willful Breach" means a material breach of this Agreement by a Party that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) "Fraud" means an act or omission by a Party, and requires: (a) (A) a false or incorrect representation or warranty expressly set forth in this Agreement, (b) (B) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) (C) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (d) (D) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (e) another (E) causing such Party to suffer damage by reason of such reliance. For the avoidance of doubt, "Fraud" does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness. 3 6. No Recourse Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein and any claims to enforce Sections 2 or 4.a. (a), each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than the Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than the parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. View More