Common use of Certain Effects of Termination Clause in Contracts

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.1, neither Party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such Party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any Fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Seller (in the aggregate), on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Parties, in each case, except (i) as set forth in the preceding sentence and (ii) that the provisions of Section 6.2 to 6.4 (Counterparts, Governing Law, Entire Agreement) and Section 6.6 through Section 6.14 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Public Announcement, Non-Recourse) shall survive the termination of this Agreement. The Parties have caused this Agreement to be executed as of the date first written above. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer [Signature Page to Repurchase Agreement] By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Repurchase Agreement] By: BTOA – NQ L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: BTO-NQ Side-by-Side GP L.L.C., its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: Blackstone Tactical Opportunities Associates L.L.C., its general partner By: BTOA L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory 1. The following capitalized terms have the meanings indicated:

Appears in 1 contract

Sources: Repurchase Agreement (Finance of America Companies Inc.)

Certain Effects of Termination. In the event that this Agreement is terminated prior to the Initial Closing in accordance with Section 7.18.1, neither Party party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such Party party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any Fraud actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Seller (in the aggregate)Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such terminationtermination prior to the Initial Closing, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Partiesparties, in each case, except (ix) as set forth in the preceding sentence and (iiy) that the provisions of Section 6.2 4.5 (Confidentiality), Sections 7.2 to 6.4 7.4 (Counterparts, Governing Law, Entire Agreement) and Section 6.6 Sections 7.6 through Section 6.14 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. In the event of the termination of the parties’ obligations to effect any Additional Closing pursuant to this Agreement following the Initial Closing in accordance with Section 8.2, (i) the parties’ obligations under Sections 1.1(c) and (d) and 1.2(c) shall be null and void and of no further force or effect, (ii) all other provisions of this Agreement shall remain in full force and effect, and (iii) no party shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of Sections 1.1(c) and (d) and 1.2(c) or with respect to such Additional Closing generally, except to the extent of any actual fraud in the making of the representations and warranties set forth in this Agreement or in any certificate delivered hereunder or intentional or willful breach of this Agreement with respect thereto prior to such termination. The Parties parties have caused this Securities Purchase Agreement to be executed as of the date first written above. ARRAY TECHNOLOGIES, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer [Signature Page to Repurchase Agreement] By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Repurchase Agreement] Chief Financial Officer BCP HELIOS AGGREGATOR L.P. By: BTOA – NQ L.L.C., its sole member BCP 8/BEP 3 Holdings Manager L.L.C. Its: General Partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory By: BTO-NQ Side-by-Side GP L.L.C., its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: Blackstone Tactical Opportunities Associates L.L.C., its general partner By: BTOA L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized SignatorySenior Managing Director 1. The following capitalized terms have the meanings indicated:

Appears in 1 contract

Sources: Securities Purchase Agreement (Array Technologies, Inc.)

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.18.1, neither Party party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such Party party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any Fraud actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Seller (in the aggregate)Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Partiesparties, in each case, except (ix) as set forth in the preceding sentence and (iiy) that the provisions of Section 6.2 4.4 (Confidentiality), Sections 7.2 to 6.4 7.4 (Counterparts, Governing Law, Entire Agreement), Section 7.5 (Expenses) and Section 6.6 Sections 7.6 through Section 6.14 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The Parties parties have caused this Securities Purchase Agreement to be executed as of the date first written above. API GROUP CORPORATION By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer [Signature Page to Repurchase Agreement] BTO JUNO HOLDINGS L.P. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Repurchase Agreement] By: BTOA – NQ L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: BTO-NQ Side-by-Side GP BTO Holdings Manager L.L.C., its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: Blackstone Tactical Opportunities Associates L.L.C., its general partner managing member By: BTOA L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized SignatoryPerson BLACKSTONE TACTICAL OPPORTUNITIES FUND – FD L.P. By: Blackstone Tactical Opportunities Associates III – NQ L.P., its general partner By: BTO DE GP – NQ L.L.C., its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Person 1. The following capitalized terms have the meanings indicated:

Appears in 1 contract

Sources: Securities Purchase Agreement (APi Group Corp)

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.18.1, neither Party party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such Party party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any Fraud actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Seller (in the aggregate)Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Partiesparties, in each case, except (ix) as set forth in the preceding sentence and (iiy) that the provisions of Section 6.2 4.4 (Confidentiality), Sections 7.2 to 6.4 7.4 (Counterparts, Governing Law, Entire Agreement), Section 7.5 (Expenses) and Section 6.6 Sections 7.6 through Section 6.14 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The Parties parties have caused this Securities Purchase Agreement to be executed as of the date first written above. API GROUP CORPORATION By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer [Signature Page to Repurchase Agreement] By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer By: Viking Global Performance LLC, its General Partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Repurchase Agreement] By: BTOA – NQ L.L.C.Viking Global Performance LLC, its sole member General Partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: BTO-NQ Side-by-Side GP L.L.C., its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: Blackstone Tactical Opportunities Associates L.L.C., its general partner By: BTOA L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory 1. The following capitalized terms have the meanings indicated:

Appears in 1 contract

Sources: Securities Purchase Agreement (APi Group Corp)

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.18.1, neither Party party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such Party party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any Fraud actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Seller (in the aggregate)Purchasers, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Partiesparties, in each case, except (ix) as set forth in the preceding sentence and (iiy) that the provisions of Section 6.2 4.5 (Confidentiality), Sections 7.2 to 6.4 7.4 (Counterparts, Governing Law, Entire Agreement) and Section 6.6 Sections 7.6 through Section 6.14 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The Parties parties have caused this Securities Purchase Agreement to be executed as of the date first written above. FIREEYE, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Executive Vice President, General Counsel and Secretary By: /s/ ▇▇▇ ▇▇▇▇ Name: ▇▇▇ ▇▇▇▇ Title: Managing Director Address: ClearSky Security Fund I LLC Attn. Managing Directors ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: [***] By: /s/ ▇▇▇ ▇▇▇▇ Name: ▇▇▇ ▇▇▇▇ Title: Managing Director Address: ClearSky Power & Technology Fund II LLC Attn. Managing Directors ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer [Signature Page to Repurchase Agreement] By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ NameFacsimile: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Repurchase Agreement] By: BTOA – NQ L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: BTO-NQ Side-by-Side GP L.L.C., its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: Blackstone Tactical Opportunities Associates L.L.C., its general partner By: BTOA L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory***] 1. The following capitalized terms have the meanings indicated:

Appears in 1 contract

Sources: Securities Purchase Agreement (FireEye, Inc.)

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.18.1, neither Party party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such Party party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any Fraud actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Seller (in the aggregate)Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Partiesparties, in each case, except (i) as set forth in the preceding sentence and (ii) that the provisions of Section 6.2 4.5 (Confidentiality), Section 7.2 to 6.4 7.4 (Counterparts, Governing Law, Entire Agreement) and Section 6.6 7.6 through Section 6.14 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The Parties parties have caused this Securities Purchase Agreement to be executed as of the date first written above. By: /s/ /s/▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President and Chief Executive Financial Officer [Signature Page to Repurchase Agreement] BTO PEGASUS HOLDINGS DE L.P. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer BTO Holdings Manager L.L.C., its general partner By: /s/ Blackstone Tactical Opportunities Associates L.L.C., its managing member By: BTOA L.L.C., its sole member By: /s/▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Repurchase Agreement] By: BTOA – NQ L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ . ▇▇▇▇▇ Title: Authorized Signatory By: BTO-NQ Side-by-Side GP L.L.C., its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: Blackstone Tactical Opportunities Associates L.L.C., its general partner By: BTOA L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized SignatoryPerson 1. The following capitalized terms have the meanings indicated:

Appears in 1 contract

Sources: Securities Purchase Agreement (Azz Inc)

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.18.1, neither Party party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such Party party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any Fraud actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Seller (in the aggregate)Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Partiesparties, in each case, except (ix) as set forth in the preceding sentence and (iiy) that the provisions of Section 6.2 4.5 (Confidentiality), Sections 7.2 to 6.4 7.4 (Counterparts, Governing Law, Entire Agreement) and Section 6.6 Sections 7.6 through Section 6.14 7.15 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Performance and Public Announcement, Purchaser Representative, Non-Recourse) shall survive the termination of this Agreement. The Parties parties have caused this Securities Purchase Agreement to be executed as of the date first written above. FIREEYE, INC. By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer [Signature Page to Repurchase Agreement] Vice President, General Counsel and Secretary BTO DELTA HOLDINGS DE L.P. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Repurchase Agreement] By: BTOA – NQ L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: BTO-NQ Side-by-Side GP BTO Holdings Manager L.L.C., its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: Blackstone Tactical Opportunities Associates L.L.C., its general partner managing member By: BTOA L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized SignatoryPerson 1. The following capitalized terms have the meanings indicated:

Appears in 1 contract

Sources: Securities Purchase Agreement (FireEye, Inc.)

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.19.1, neither Party party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such Party party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any Fraud actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Seller (in the aggregate)Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Partiesparties, in each case, except (ix) as set forth in the preceding sentence and (iiy) that the provisions of Section 6.2 4.2 (Confidentiality), Sections 8.1 to 6.4 8.3 (Counterparts, Governing Law, Entire Agreement), Section 8.4 (Expenses) and Section 6.6 Sections 8.5 through Section 6.14 8.13 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Performance and Public Announcement, Non-Recourse) shall survive the termination of this Agreement. The Parties parties have caused this Securities Purchase Agreement to be executed as of the date first written above. By: /s/ ▇▇▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Executive Officer [Signature Page to Repurchase Agreement] By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ AGGREGATOR GP, LLC, its General Partner By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Repurchase Agreement] By: BTOA – NQ L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: BTO-NQ Side-by-Side GP L.L.C., its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: Blackstone Tactical Opportunities Associates L.L.C., its general partner By: BTOA L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized SignatoryPresident 1. The following capitalized terms have the meanings indicated:

Appears in 1 contract

Sources: Securities Purchase Agreement (Upland Software, Inc.)

Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.1, neither Party party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such Party party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any Fraud actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Seller (in the aggregate)Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Partiesparties, in each case, except (i) as set forth in the preceding sentence and (ii) that the provisions of Section 6.2 to 6.4 (Counterparts, Governing Law, Entire Agreement) and Section 6.6 through Section 6.14 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Public Announcement, Non-Recourse) shall survive the termination of this Agreement. The Parties parties have caused this Agreement to be executed as of the date first written above. FINANCE OF AMERICA COMPANIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President & Interim Chief Executive Officer [Signature Page to Repurchase Agreement] By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Repurchase Agreement] By: BTOA – NQ L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Manager By: BTO-NQ Side-by-Side GP L.L.C., its general partner By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory Chief Operating Officer By: Blackstone Tactical Opportunities Associates L.L.C., its general partner By: BTOA L.L.C., its sole member By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized SignatoryChief Operating Officer 1. The following capitalized terms have the meanings indicated:

Appears in 1 contract

Sources: Stock Purchase Agreement (Blackstone Holdings III L.P.)