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 and Time; (b) the valid termination of the Business Combination Agreement in accordance with its terms. terms; and (c) the written agreement of TPG Pace, the Company and the Holder (the earliest such date under clause (a), (b) and (c) being referred to herein as the "Expiration Time"). 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) 6(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, (ii) the representations and warranties set forth in Sections 3(g) and (h) shall each survive any termination or Fraud, (ii) of this Agreement until the Effective Time, (iii) Section 4.b(i) 7 shall survive the termination of this Agreement pursuant to this Section 6, and (iv) Section 2(b)(ii) (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) 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) 8.03 (Claims Against Trust Account) of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). 6(b). For purposes of this Section 5, (x) 6, "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 Agreement. 1 The ability to Transfer to Affiliates and (y) "Fraud" means an act or omission by investors subject to execution of a Party, and requires: (a) a false or incorrect representation or warranty expressly set forth joinder will only be included in this Agreement, (b) with actual knowledge (as opposed the form that is provided to constructive, imputed or implied knowledge) by the Party making such representation or warranty Holders 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 are institutional investors, 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. individuals. C-6 7. No Recourse Recourse. Except for claims pursuant to expressly provided in 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, 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 Nonparty Affiliate of Company (other than the Sponsor), Holder named as a party hereto, on the terms and subject to the conditions set forth herein) or any Nonparty Affiliate of TPG Pace, and (b) no none of Company, any Nonparty Affiliates of Company Non-Party Affiliate or SPAC Non-Party Affiliate (other other than the parties hereto), Holder named as a party hereto, on the terms and subject to the conditions set forth herein) or any Nonparty Affiliate of TPG Pace shall have any Liability 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 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 5 Sections 6 through Section 9 and Section 10 (to the extent related to any of the provisions that 8 shall each survive the termination of this Agreement) Agreement, and (iii) Sections 10 through 18 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) 6, (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. 4 7. 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 Recourse. 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 Acquiror Non-Party Affiliate (other than the Sponsor), Affiliate, and (b) no none of the Company Non-Party Affiliate Affiliates or SPAC the Acquiror Non-Party Affiliate (other than the parties hereto), Affiliates shall have any Liability 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. For the purpose of this Section 7, (i) "Acquiror Non-Party Affiliate" means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either Acquiror or Sponsor and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons referred to in the immediately preceding clause (i)(A) (other than, for the avoidance of doubt, Acquiror) and (ii) "Company Non-Party Affiliate" means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in the immediately preceding clause (ii)(A) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries). 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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) 2, Section 5, Section 6 and Section 11 (solely to the extent that it relates related to the foregoing Section 5.4(a) (Public Announcements) of the Business Combination Agreement), this 2, Section 5 through or Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement) 6) shall each survive the termination of this Agreement pursuant to Section 5(a), 7(a), and (iii) Section 4.b(i) 7, Section 8, Section 9, Section 10 and Section 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 Section 8 or Section 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

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 First 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 th...e 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 5 Sections 4 through Section 9 and Section 10 (to the extent related to any of the provisions that survive the termination of this Agreement) 6 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) clause (a) of the Business Combination Agreement), this Section 5 9, (iii) Sections 9 through Section 9 11 shall each survive the termination of this Agreement, and Section 10 (to the extent related to any of the provisions that (iv) Sections 13 through 20 shall each survive the termination of this Agreement and excluding Section 8.1 (Non-Survival) of solely to the Business Combination Agreement) shall survive the termination of this Agreement pursuant extent related to Section 5(b). any surviving sections. For purposes of this Section 5, (x) 9, (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. 9 10. 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 Recourse. 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 Acquiror Non-Party Affiliate (other than the Sponsor), Affiliate, and (b) no none of the Company Non-Party Affiliate Affiliates or SPAC the Acquiror Non-Party Affiliate (other than the parties hereto), Affiliates shall have any Liability 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. For the purpose of this Section 10, (i) "Acquiror Non-Party Affiliate" means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either Acquiror or Sponsors and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons referred to in the immediately preceding clause (i)(A) (other than, for the avoidance of doubt, Acquiror) and (ii) "Company Non-Party Affiliate" means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in the immediately preceding clause (ii)(A) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries). 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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 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 clause (b) of this Section 5(b) 6 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) 2(b), Section 2(c) and the 7 representations and warranties set forth in Sections 3(g) and (h) shall each survive any termination of this Agreement, (iii) Section 2(d) (solely to the extent that it relates to Section 5.4(a) (Public Announcements) 8.18 (Trust Account Waiver) 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) shall survive the any termination of this Agreement pursuant to Section 5(a), 6(b) 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), (iv) this Section 5 through Section 9 6 and Section 10 (to the extent related to Sections 8, 9, 10, 11, 12, 13, 14 and 15 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, 6, (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 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 (including the proxy granted pursuant to Section 1) 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 Agreement in accordance with its terms. terms and (c) the mutual written agreement of the Parties. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any f...urther 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) 6(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 4(a) (Confidentiality) and the extent that it relates representations and warranties set forth in Sections 5(g) and (h) shall each survive any termination of this Agreement, (iii) Section 4(b) (Public Announcements) and Section 17 shall each survive the termination of this Agreement pursuant to Section 5.4(a) (Public Announcements) of the Business Combination Agreement), 6(a), and (iv) this Section 5 6, Section 7, Section 8, Section 13, Section 15, Section 16 and Sections 9 through Section 9 12, 14 and Section 10 18 through 23 (to the extent related to any of the provisions that survive the termination of this Agreement) 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, 6, (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) (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. View More

Termination. (a) This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) (i) the Effective Time (as defined in the Business Combination Agreement) and (b) (ii) the valid termination of the Business Combination Agreement in accordance with its terms. (b) 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) 5(a)(ii) shall not affect any Liability liability on the part of any Party for Fraud or for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, termination, (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 5 through Section 9 Sections 2(b), 2(c) and Section 10 (to the extent related to 19 shall each survive any of the provisions that survive the termination of this Agreement) Agreement, (iii) Section 2(a) shall survive the termination of this Agreement pursuant to Section 5(a), 5(a) and (iii) (iv) Section 4.b(i) (solely 6 through 14 (in each case, 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 foregoing provisions that survive the termination of this Agreement and excluding Section 8.1 (Non-Survival) of the Business Combination Agreement) shall each survive the any termination of this Agreement. (c) As used in this Agreement pursuant (i) "Fraud" means an act or omission committed 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 Section 5(b). 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, 6 (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 purposes the avoidance of this Section 5, (x) 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 and (ii) "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. 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 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) 2(a)(i) (solely to the extent that it relates to Section 5.3(a) (Confidentiality) of the Business Combination Agreement) and the representations and warranties set forth in Sections 3(g) and (h) shall each survive any termination of this Agreement, (iii) Section 2(a)(i) (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) shall survive the termination of this Agreement pursuant to Section 5(a), 5(a) and (iii) (iv) Section 4.b(i) 2(a)(ii) (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) 9.18 (Trust Account Waiver) 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 committed 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) (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 6. Fiduciary Duties. Notwithstanding anything in this Agreement to the Business Combination Agreement contrary, (a) no Stockholder makes any agreement or understanding herein in any capacity other than in such Stockholder's capacity as a record holder and beneficial owner of its Subject Company Shares and not in any other capacity and (b) nothing herein will be construed to limit or affect any action or inaction by such Stockholder or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on representative or Affiliate of such Stockholder serving as a member of 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 board of this Agreement may only be made against, the Parties, and no claims directors of any nature whatsoever (whether in tort, contract Group Company or otherwise) arising under as an officer, employee 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 fiduciary of any written Group Company, in each case, acting in such person's capacity as a director, officer, employee 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 fiduciary of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. such Group Company. 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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 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), 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) shall survive the termination of this Agreement pursuant to Section 5(a), and (iii) Section 4.b(i) 2(a)(i) (solely to the extent that it relates to Section 5.3(a) (Confidentiality and Access to Information) of the Business Combination Agreement), Agreement) and the representations and warranties set forth in Sections 3(g) and (h) shall each survive any termination of this Agreement, (iii) Section 5 through Section 9 and Section 10 (to 2(a)(i) (solely to the extent related that it relates to any Section 5.4(a) (Public Announcements) of the provisions that Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(a) and excluding (iv) Section 8.1 (Non-Survival) 2(a)(ii) (solely to the extent that it relates to Section 9.18 (Trust Account Waiver) 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 committed 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) (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- 6. No Recourse Except for claims pursuant Fiduciary Duties. Notwithstanding anything in this Agreement to the Business Combination Agreement contrary, (a) no Stockholder makes any agreement or understanding herein in any capacity other than in such Stockholder's capacity as a record holder and beneficial owner of its Subject Company Shares and not in any other capacity and (b) nothing herein will be construed to limit or affect any action or inaction by such Stockholder or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on representative or Affiliate of such Stockholder serving as a member of 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 board of this Agreement may only be made against, the Parties, and no claims directors of any nature whatsoever (whether in tort, contract Group Company or otherwise) arising under as an officer, employee 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 fiduciary of any written Group Company, in each case, acting in such person's capacity as a director, officer, employee 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 fiduciary of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. such Group Company. 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Termination. This Agreement (including the proxy granted pursuant to Section 1) 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 Agreement in accordance with its terms. terms and (c) the mutual written agreement of the Parties. Upon termination of this Agreement as provided in the immediately preceding 9 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 2(a) (Confidentiality) and the extent that it relates representations and warranties set forth in Sections 3(g) and (h) shall each survive any termination of this Agreement, (iii) Section 2(b) (Public Announcements) and Section 16 shall each survive the termination of this Agreement pursuant to Section 5.4(a) (Public Announcements) 5(a), (iv) Section 2(d) (Trust Account Waiver) shall survive the termination of the Business Combination Agreement), this Agreement pursuant to Section 5(b) and (A) this Section 5 through 5, Sections 6 and 7, Section 9 11, Section 14 and Section 10 15 and (B) Sections 8 through 10, Sections 12 and 13 and Sections 17 through 22 (to the extent related to any of the provisions that survive the termination of this Agreement) 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, Agreement, (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) (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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