Common use of Procedure and Effect of Termination Clause in Contracts

Procedure and Effect of Termination. (a) If this Agreement is terminated by either or both of Buyer or Sellers pursuant to Section 12.1, prompt written notice thereof shall forthwith be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (i) Except as set forth in Section 12.2(b) below, none of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made. (b) (i) If this Agreement is terminated: (A) by Sellers pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;

Procedure and Effect of Termination. (a) If In the event of the termination of this Agreement is terminated and the abandonment of the transactions contemplated hereby and by either or both of Buyer or Sellers the Ancillary Agreements pursuant to Section 12.110.1 hereof, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default Seller or breach of its representations, warranties, covenants or obligations under this AgreementBuyer. If this Agreement is terminated as provided hereinpursuant to Section 10.1 hereof: (ia) Except as set forth in Section 12.2(bBuyer shall return all documents, work papers and other materials (and all copies thereof) below, none of obtained from Seller or the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) Company or any of the Division Entities or their respective Related Parties pursuant to this Agreement with respect to which termination has occurredemployees, except for the obligations of Sellers and Buyer (but not including Sellers’ agents or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions representatives relating to the transactions contemplated hereby as and by the Restructuring Agreements, whether so obtained before or after the execution hereof, to which termination has occurred the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the Governmental Authority agency or other Person to which made.; (b) (ic) If this Agreement is terminated: terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (Ad) by Sellers pursuant Such termination shall not be deemed to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material release and shall not relieve either party hereto from any liability for any breach or default violation by such party of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of either party to (i) compel specific performance by the other party of its obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of Agreement or (ii) seek any other remedies at remedy under law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;equity.

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated by either or both of Buyer or Sellers pursuant to Section 12.19.1 hereof, prompt written notice thereof shall forthwith be given to the other party and party, and, except as set forth in this Section 9.2, this Agreement and any Local Purchase Agreement as of the date of such termination shall terminate and be void and have no effect and the transactions contemplated hereby shall be abandoned without further action abandoned; provided, that if (x) such termination shall (I) result from the Intentional Breach of any representation, warranty, covenant or other agreement contained herein or (II) occur following an Intentional Breach or (y) the Intentional Breach of any representation, warranty, covenant or other agreement contained herein shall cause the Closing not to occur, then, except as otherwise provided in Section 9.2(b), such breaching party shall be fully liable for any and all damages incurred or suffered by any the other party as a result of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default such failure or breach of its representations, warranties, covenants or obligations under this Agreementbreach. If this Agreement is terminated as provided herein: (i) Except as each party hereto will redeliver, and will cause its agents (including attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the transactions contemplated hereby, whether obtained before or after the execution hereof; (ii) all Information received by Buyer with respect to the business, operations, Assets or financial condition of Seller or its Subsidiaries shall remain subject to the Confidentiality Agreement; (iii) notwithstanding the termination hereof, the Confidentiality Agreement, and the following Sections of this Agreement shall remain in full force and effect: (A) Section 3.17 and Section 4.5 relating to brokers, (B) the penultimate sentence of Section 5.2 relating to confidentiality matters, (C) Section 5.19(g), (D) Section 9.1 and this Section 9.2 and (E) Article X. (b) In the event Seller shall terminate this Agreement in accordance with Section 9.1(f), Buyer shall pay, or cause to be paid, to Seller an amount equal to $50,000,000 (the “Reverse Termination Fee”) by wire transfer of immediately available funds to an account designated in writing by Seller not later than the second (2nd) Business Day following such termination, it being understood that in no event shall the Reverse Termination Fee be payable on more than one occasion. The parties agree that, in the circumstances in which the Reverse Termination Fee is payable, the Reverse Termination Fee is liquidated damages and not a penalty, and the payment of the Reverse Termination Fee in such circumstances is supported by due and sufficient consideration. (c) The parties acknowledge that the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement; accordingly, if Buyer fails to promptly pay the amount due pursuant to Section 9.2(b), and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for the amount set forth in Section 12.2(b9.2(b) belowor any portion thereof, none Buyer shall pay to Seller’s designee its reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred in connection with such suit. (d) Subject to Seller’s right to seek specific performance pursuant to Section 10.7 and any order pursuant thereto, in any circumstance in which Seller is permitted to terminate this Agreement pursuant to Section 9.1(f) and receive the Reverse Termination Fee pursuant to Section 9.2(b), Seller’s termination of this Agreement pursuant to Section 9.1(f) and receipt of the parties hereto nor Reverse Termination Fee from Buyer pursuant to Section 9.2(b) shall be the sole and exclusive remedy of Seller and its Affiliates against Buyer, the Financing Sources and the Financing Related Parties and any of their respective respective, direct or indirect, former, current or future general or limited partners, stockholders, managers, members, directors, officers, managersAffiliates, members, shareholders, owners, employersemployees, agents, representatives other Representatives or Affiliates assignees (eachcollectively, a with the Buyer, the “Buyer Related PartyParties”) shall have for any liability loss suffered as a result of any breach of any representation, warranty, covenant or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth agreement in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby as or the Debt Commitment Letter, and upon such termination by Seller and receipt of the Reverse Termination Fee, none of the Buyer Related Parties shall have any further liability or obligation relating to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made. (b) (i) If arising out of this Agreement is terminated: or the transactions contemplated hereby or the Debt Commitment Letter (A) by Sellers except that Buyer shall remain obligated for, and Seller and its Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement and any reimbursement obligations of Buyer pursuant to Section 12.1(c9.2(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or whether in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable or at law, in light of the anticipated harm which would be caused by Buyer’s breach of contract, in tort or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;otherwise.

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated and abandonment of the transactions contemplated hereby by either or both of Buyer or Sellers the parties pursuant to Section 12.19.1, prompt written notice thereof shall forthwith be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by any either of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (i) Except as set forth in Section 12.2(bupon request therefor, each party will redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same; (ii) below, none each party hereto will use its best efforts to prevent disclosure to third Persons of all information received by either party with respect to the business of the parties other party or its subsidiaries (other than information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any Government entity) except (i) as may be required by Law; and (ii) as is permitted by this Agreement; and (iii) neither party hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties Agreement pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 this Section 9.2, provided that nothing herein shall relieve any party from liability for its willful breach of this Agreement (Sellers’ Broker)including, 5.6 (Buyer’s Broker)but not limited to, 7.3 (Confidentiality), 7.7 (Non-Solicitation), Section 5.4 and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (MiscellaneousSection 5.5) and this Article 12; and (ii) All filings, applications and other submissions relating to or of the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which madeConfidentiality Agreement. (b) (i) If In addition, in the event of termination of this Agreement is terminated: (A) and abandonment of the transactions contemplated hereby by Sellers the Parent or any Seller pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d9.1(g), provided that, then simultaneously with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paidany such termination, the Escrow Amount Parent shall deliver, or shall cause to be delivered, to the Buyer an amount of cash equal to $25,000,000 by wire transfer of immediately available funds to a bank account designated in writing by the Buyer in any bank in the continental United States or by such other means as liquidated damages, and such liquidated damages shall be are agreed in writing by the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer Parent and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;.

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated by either or both of Buyer or Sellers First Amendment pursuant to Section 12.110.1 hereof, prompt written notice thereof shall forthwith be given to the other party parties to this First Amendment and this Agreement First Amendment shall terminate and the transactions contemplated hereby Merger shall be abandoned abandoned, without further action by any of the parties hereto. If this First Amendment is terminated as provided herein, but subject no party hereto shall have any liability or further obligation to any other party to this First Amendment resulting from such termination except (i) that the provisions of this Section 10.2, and without limiting the proviso of Section 10.1(b)(iii) shall remain in full force and effect, and (ii) no party waives any of claim or right against a breaching party to the rights of extent that such termination results from the parties set forth in this Agreement if breach by a party is in default or breach hereto of any of its representations, warranties, covenants or obligations under agreements set forth in this AgreementFirst Amendment. If The parties hereby acknowledge and agree that if Geo and the Principal Geo Shareholders, on the one hand, or the Company and Sub, on the other, are unable to provide the certificates required by Section 8.2(a) or 8.3(a), as applicable, because the representations and warranties of such parties contained in this Agreement is terminated First Amendment are not true and correct as provided herein: of the Effective Time due to circumstances beyond the control of such parties discovered after the date hereof and prior to the Effective Time (an “Intervening Event”), and such Intervening Event did not constitute a breach of such parties’ representations and warranties made in this First Amendment on the date hereof, then the other set of parties may either (i) Except as refuse to close the transaction for failure to satisfy the closing condition set forth in Section 12.2(b8.2(a) belowor 8.3(a), none as applicable, or close the transaction notwithstanding such failure, in which event no breach of a representation or warranty shall be deemed to have occurred as a result of the Intervening Event. If Geo and the Principal Geo Shareholders, on the one hand, or the Company and Sub, on the other, are unable to provide the certificates required by Section 8.2(a) or 8.3(a), as applicable, because the representations and warranties of such parties hereto nor any contained in this First Amendment are not true and correct as of their respective partnersthe Effective Time due to an Intervening Event, directorsand such Intervening Event constituted a breach of such parties’ representations and warranties made in this First Amendment on the date hereof, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to then the other party set of parties may either (other than i) refuse to close the extent of joint and several liability among transaction for failure to satisfy the Piedmont Companies as expressly closing condition set forth in this AgreementSection 8.2(a) or any of their respective Related Parties 8.3(a), as applicable, and seek recourse pursuant to Section 11 of this Agreement with respect to which termination has occurredFirst Amendment, except for the obligations of Sellers and Buyer (but not including Sellers’ as applicable, or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications close the transaction notwithstanding such failure and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made. (b) (i) If this Agreement is terminated: (A) by Sellers seek recourse pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d)11 of this First Amendment, provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;applicable.

Procedure and Effect of Termination. (a) If Subject to Section 7.2(d), in the event of the termination of this Agreement is terminated by either or both of Buyer or Sellers pursuant to Section 12.17.1, prompt written notice thereof shall forthwith be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (i) Except as set forth in Section 12.2(b) below, none of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations provisions of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ BrokerSection 5.2(b), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), all of Article 14 (Miscellaneous) IX and this Article 12Section 7.2, shall become void and have no effect, without any Liability on the part of any party hereto or its Affiliates; and provided, however, that nothing in this Section 7.2 shall relieve any party for liability for any breach of this Agreement and (ii) All all filings, applications and other submissions relating made pursuant to the transactions contemplated hereby as to which termination has occurred shallthis Agreement, to the extent practicable, shall be withdrawn from the Governmental Authority agency or other Person to which madethey were made or appropriately amended to reflect the termination of the transactions contemplated hereby. Notwithstanding the foregoing, (x) nothing in this Section 7.2 shall relieve any party hereto of Liability for a material breach of any of its obligations under this Agreement, and (y) if it shall be judicially determined that termination of this Agreement was caused by an intentional breach of this Agreement, then, in addition to other remedies at law or equity for breach of this Agreement, the party so found to have intentionally breached this Agreement shall indemnify and hold harmless the other party hereto for its respective out-of-pocket costs, including the fees and expenses of their counsel, accountants, financial advisors and other experts and advisors, as well as fees and expenses incident to the negotiation, preparation and execution of this Agreement and related documentation. (b) In the event of the termination of this Agreement, except as set forth in Section 7.2(c), upon such termination, Seller shall pay to Buyer the Deposit, together with the interest thereon from the date hereof to the date of payment at a floating rate equal to the NAT’L AVG of the “Money market ▇▇▇. yield" as published in the Wall Street Journal on the first business day of each applicable month and based on a year of 365 days and the number of days elapsed in each month since the date hereof. (ic) If In the event that this Agreement is terminated: (A) by Sellers terminated pursuant to Section 12.1(c); or 7.1(b) and at such time, all conditions in Article VI have been satisfied, except for the condition set forth in Section 6.3(c) and other than those conditions that by their nature would only be satisfied at Closing, upon such termination, Seller shall retain one hundred percent (B100%) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;Deposit.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Transactions pursuant to Section 8.1 hereof, written notice thereof shall be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the Transactions shall be abandoned without further action by CCE or TCCC; provided, however, that: (a) If this Agreement is terminated by either or both of Buyer or Sellers pursuant to and the Transactions are abandoned as described in this Section 12.18.2, prompt written notice thereof shall forthwith be given to the other party and this Agreement shall terminate become null and void and of no further force or effect, except for the obligations provided for in Section 6.13, this Section 8.2 and Article X hereof, the confidentiality provision contained in Section 6.8(b) hereof and the transactions contemplated hereby Confidentiality Agreement referred to in such Section, each of which shall be abandoned survive any such termination of this Agreement without further action by limitation. (b) If (i) TCCC or CCE terminates this Agreement due to the failure to satisfy any of the parties heretoconditions set forth in Section 7.1(d); (ii) all other conditions set forth in Section 7.1 and in Section 7.3 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions); and without limiting (iii) neither CCE nor Splitco have breached in any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (i) Except as set forth in Section 12.2(b) below, none of the parties hereto nor material respect any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly covenants set forth in this Agreement, then TCCC shall, as promptly as reasonably practicable (and in any event within three (3) Business Days following such termination), pay to CCE, by wire transfer of immediately available funds, an amount equal to twice the amount of the reasonable documented out-of-pocket expenses actually incurred and paid by CCE or any of its Subsidiaries in connection with negotiation of this Agreement, the performance by CCE or Splitco of their obligations hereunder and the consummation of the Transactions, not to exceed $100,000,000 (the “CCE Expense Reimbursement”). (c) If TCCC terminates this Agreement pursuant to Section 8.1(f) at a time when there is a Change in CCE Recommendation, then CCE shall, as promptly as reasonably practicable (and in any event within three (3) Business Days following such termination), pay to TCCC, by wire transfer of immediately available funds, an amount equal to $200,000,000 (the “Termination Fee”). (d) In the event that (A) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(b) or Section 8.1(g), an Acquisition Proposal shall have been publicly announced, (B) this Agreement is validly terminated pursuant to Section 8.1(b) or Section 8.1(g), (C) at the time of the termination of this Agreement pursuant to Section 8.1(b) or Section 8.1(g), neither TCCC nor Merger Sub has breached any of its material obligations under or in connection with this Agreement in any material respect, and (D) within 365 calendar days following the termination of this Agreement pursuant to Section 8.1(b) or Section 8.1(g), an Acquisition Proposal is consummated, then CCE shall pay to TCCC the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by TCCC, within two Business Days after the consummation of the transaction contemplated by such Acquisition Proposal. For purposes of this provision, each reference to “15%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%.” (e) Each of TCCC and CCE acknowledges that the agreements contained in Section 8.2(b), Section 8.2(c) and Section 8.2(d) are an integral part of the transactions contemplated by this Agreement and that, without these agreements, CCE, TCCC and Merger Sub would not enter into this Agreement. Accordingly, if CCE fails promptly to pay any amount due to TCCC, or TCCC fails promptly to pay any amount due to CCE, pursuant to Section 8.2(b), Section 8.2(c) and Section 8.2(d), then such non-paying party shall also pay any costs and expenses incurred by CCE or TCCC or Merger Sub, as applicable, in connection with a legal action to enforce this Agreement that results in a final judgment against CCE or TCCC, as applicable, for such amount. (f) In the event that TCCC shall receive the Termination Fee, the receipt of such fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by TCCC, Merger Sub, any of their respective Related Parties pursuant to Affiliates or any other Person in connection with this Agreement with respect to which (and the termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Brokerhereof), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall(and the abandonment thereof) or any matter forming the basis for such termination, to the extent practicableand none of TCCC, be withdrawn from the Governmental Authority Merger Sub, any of their respective Affiliates or any other Person shall be entitled to which madebring or maintain any other claim, action or proceeding against CCE or any of its Affiliates arising out of this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. (bg) (iFor the avoidance of doubt, except as expressly provided in Section 8.2(f) If any termination of this Agreement is terminated: (A) by Sellers pursuant shall not be deemed to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, release and shall be paid, the Escrow Amount as liquidated damages, and not relieve any party hereto from any liability for any fraud occurring on or prior to such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;termination.

Procedure and Effect of Termination. (a) If In the event of the termination of this Agreement is terminated and the abandonment of the transactions contemplated hereby and by either or both of Buyer or Sellers the Transition Agreement pursuant to Section 12.110.1 hereof, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default Seller or breach of its representations, warranties, covenants or obligations under this AgreementBuyer. If this Agreement is terminated as provided hereinpursuant to Section 10.1 hereof: (ia) Except as set forth in Section 12.2(bBuyer shall return all documents, work papers and other materials (and all copies thereof) below, none of obtained from Seller or the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) Company or any of the Division Entities or their respective Related Parties pursuant to this Agreement with respect to which termination has occurredemployees, except for the obligations of Sellers and Buyer (but not including Sellers’ agents or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions representatives relating to the transactions contemplated hereby as and by the Ancillary Agreements, whether so obtained before or after the execution hereof, to which termination has occurred the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the Governmental Authority agency or other Person to which made.; (b) (ic) If this Agreement is terminated: terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (Ad) by Sellers pursuant Such termination shall not be deemed to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material release and shall not relieve either party hereto from any liability for any willful breach or default violation by such party of any of its representations, warranties, covenants or obligations under agreements contained in this AgreementAgreement arising prior to such termination, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount except as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;10.2(c) or 10.3.

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated by either or both of Buyer or Sellers pursuant to Section 12.19.1 hereof, prompt written notice thereof shall forthwith be given to the other party and party, and, except as set forth in this Section 9.2, this Agreement and any Local Purchase Agreement as of the date of such termination shall terminate and be void and have no effect and the transactions contemplated hereby shall be abandoned without further action abandoned; provided, that if (x) such termination shall (I) result from the Intentional Breach of any representation, warranty, covenant or other agreement contained herein or (II) occur following an Intentional Breach or (y) the Intentional Breach of any representation, warranty, covenant or other agreement contained herein shall cause the Closing not to occur, then, except as otherwise provided in Section 9.2(b), such breaching party shall be fully liable for any and all damages incurred or suffered by any the other party as a result of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default such failure or breach of its representations, warranties, covenants or obligations under this Agreementbreach. If this Agreement is terminated as provided herein: : (i) Except as each party hereto will redeliver, and will cause its agents (including attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the transactions contemplated hereby, whether obtained before or after the execution hereof; (ii) all Information received by Buyer with respect to the business, operations, Assets or financial condition of Seller or its Subsidiaries shall remain subject to the Confidentiality Agreement; (iii) notwithstanding the termination hereof, the Confidentiality Agreement, and the following Sections of this Agreement shall remain in full force and effect: (A) Section 3.17 and Section 4.5 relating to brokers, (B) the penultimate sentence of Section 5.2 relating to confidentiality matters, (C) Section 5.19(g), (D) Section 9.1 and this Section 9.2 and (E) Article X. (b) In the event Seller shall terminate this Agreement in accordance with Section 9.1(f), Buyer shall pay, or cause to be paid, to Seller an amount equal to $50,000,000 (the “Reverse Termination Fee”) by wire transfer of immediately available funds to an account designated in writing by Seller not later than the second (2nd) Business Day following such termination, it being understood that in no event shall the Reverse Termination Fee be payable on more than one occasion. The parties agree that, in the circumstances in which the Reverse Termination Fee is payable, the Reverse Termination Fee is liquidated damages and not a penalty, and the payment of the Reverse Termination Fee in such circumstances is supported by due and sufficient consideration. (c) The parties acknowledge that the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement; accordingly, if Buyer fails to promptly pay the amount due pursuant to Section 9.2(b), and, in order to obtain such payment, Seller commences a suit that results in a judgment against Buyer for the amount set forth in Section 12.2(b9.2(b) belowor any portion thereof, none Buyer shall pay to Seller’s designee its reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred in connection with such suit. 68 (d) Subject to Seller’s right to seek specific performance pursuant to Section 10.7 and any order pursuant thereto, in any circumstance in which Seller is permitted to terminate this Agreement pursuant to Section 9.1(f) and receive the Reverse Termination Fee pursuant to Section 9.2(b), Seller’s termination of this Agreement pursuant to Section 9.1(f) and receipt of the parties hereto nor Reverse Termination Fee from Buyer pursuant to Section 9.2(b) shall be the sole and exclusive remedy of Seller and its Affiliates against Buyer, the Financing Sources and the Financing Related Parties and any of their respective respective, direct or indirect, former, current or future general or limited partners, stockholders, managers, members, directors, officers, managersAffiliates, members, shareholders, owners, employersemployees, agents, representatives other Representatives or Affiliates assignees (eachcollectively, a with the Buyer, the “Buyer Related PartyParties”) shall have for any liability loss suffered as a result of any breach of any representation, warranty, covenant or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth agreement in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby as or the Debt Commitment Letter, and upon such termination by Seller and receipt of the Reverse Termination Fee, none of the Buyer Related Parties shall have any further liability or obligation relating to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made. (b) (i) If arising out of this Agreement is terminated: or the transactions contemplated hereby or the Debt Commitment Letter (A) by Sellers except that Buyer shall remain obligated for, and Seller and its Subsidiaries may be entitled to remedies with respect to, any breach of the Confidentiality Agreement and any reimbursement obligations of Buyer pursuant to Section 12.1(c9.2(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or whether in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable or at law, in light of the anticipated harm which would be caused by Buyer’s breach of contract, in tort or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;otherwise.

Procedure and Effect of Termination. (a) If In the event of the termination of this Agreement is terminated by either or both and the abandonment of Buyer or Sellers the transactions contemplated hereby pursuant to Section 12.17.1 hereof, prompt written notice thereof shall forthwith be given by Seller, on the one hand, or Buyer, on the other hand, so terminating to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the parties heretoSeller, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this AgreementBuyer. If this Agreement is terminated as provided hereinpursuant to Section 7.1 hereof: (ia) Except as set forth in Section 12.2(b) beloweach party shall redeliver all documents, none work papers and other materials of the other parties relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same or, upon prior written notice to such party, shall destroy all such documents, work papers and other materials and deliver notice to the parties seeking destruction of such documents that such destruction has been completed, and all confidential information received by any party hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation with respect to the other party (other than to shall be treated in accordance with the extent of joint Confidentiality Agreement and several liability among the Piedmont Companies as expressly set forth in this AgreementSection 5.2(b) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; andhereof; (iib) All all filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred made pursuant hereto shall, at the option of Seller, and to the extent practicable, be withdrawn from the Governmental Authority agency or other Person to which made.; and (bc) (i) If this Agreement there shall be no liability or obligation hereunder on the part of Seller or Buyer or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives, except that Seller or Buyer, as the case may be, shall have liability to the other party if the basis of termination is terminated: (A) by Sellers pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d)a willful, provided that, with respect to this clause (B), only if Buyer is in material breach by Seller or default Buyer, as the case may be, of its representations, warranties, covenants one or obligations under more of the provisions of this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree except that the liquidated damages obligations provided for in this Section are intended to limit in Section 10.1 hereof and in the claims that Confidentiality Agreement and the Piedmont Companies may have against Buyer;non-compete obligations of the Alliance Agreement shall survive any such termination.

Procedure and Effect of Termination. (a) If In the event of the termination of this Agreement is terminated by either or both of Buyer or Sellers pursuant to in accordance with Section 12.18.1, prompt written notice thereof shall forthwith be given by the terminating party to the other party parties, and this Agreement Agreement, and all rights, remedies and obligations of the parties under this Agreement, shall thereupon terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting further liability on the part of any of the rights parties or any of their respective officers, directors, employees, stockholders or members, except for the provisions of this Article VIII, Article IX, the last sentence of Section 5.2 and Section 5.9, and the provisions of the parties set forth Confidentiality Agreement, all of which shall remain in effect; provided that nothing herein shall relieve any party from any liability for damages arising out of its breach of any of its covenants or agreements contained in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. for Actual Fraud. (b) If this Agreement is terminated as provided herein:pursuant to Section 8.1, Parent shall promptly cause to be returned to the Company or destroyed all documents and information obtained in connection with this Agreement and the Contemplated Transactions and all documents and information obtained in connection with Parent’s investigation of the Company from any of the Company Parties, including any copies made by or supplied to Parent or any of the Parent Representatives of any such documents or information. (c) In the event that (i) Except as this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d) or Section 8.1(e), (ii) at the time of the termination of this Agreement, the conditions set forth in Section 12.2(b6.1(a) belowor Section 6.1(b) (in the case of Section 6.1(a), none as a result of any Antitrust Law or any Order arising under any Antitrust Law) shall not have been satisfied, (iii) the failure of the parties hereto nor conditions in Section 6.1(a) or Section 6.1(b) to be satisfied did not result from any breach by the Company of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives any covenant or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement, and (iv) at the time of the termination of this Agreement all other conditions set forth in Section 6.1 and Section 6.3 shall otherwise have been satisfied (other than those conditions that by their nature are to be satisfied at Closing, but which conditions would have been satisfied if the Closing Date were the date of such termination), then concurrently with such termination (in the case of a termination by Parent) or within five (5) Business Days following such termination (in the case of a termination by the Company), Parent shall pay to the Company a non-refundable fee in the amount of One Hundred and Thirty-Three Million, Five Hundred Thousand Dollars ($133,500,000) (the “Parent Termination Fee”). The Company agrees that in any circumstance where the Parent Termination Fee is payable to the Company pursuant to this Section 8.2(c), (x) the sole and exclusive remedy of the Company, the Unitholders’ Representative, the Equityholders and all of their respective Affiliates against Parent, Merger Sub or any of their respective directors, officers, equityholders, controlling persons, employees or other Affiliates (the “Parent Related Parties Parties”) for any breach, loss or damage shall be to terminate this Agreement and receive payment of the Parent Termination Fee pursuant to this Agreement Section 8.2(c) and (y) upon payment of the Parent Termination Fee in accordance with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Brokerthis Section 8.2(c), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation)no Person shall have any rights or claims against any of the Parent Related Parties under, and 13.2 (Governmental Filing Fees)none of the Parent Related Parties shall have any further liability or obligation resulting from or arising out of, 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made. (b) (i) If this Agreement is terminated: (A) by Sellers pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this any Ancillary Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu respect of any other remedies oral representations made or alleged to be made in connection herewith or in respect of the Contemplated Transactions, whether at law or equity, in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable contract, in light of the anticipated harm which would be caused by Buyer’s breach of tort or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;otherwise.

Procedure and Effect of Termination. (a) If In the event of the termination of this Agreement is terminated by either or both and the abandonment of Buyer or Sellers pursuant to Section 12.1the transactions contemplated hereby, prompt written notice thereof shall forthwith be given by the Party so terminating to the other party Parties identifying the provision hereof pursuant to which such termination is made, and this Agreement shall terminate become void and of no effect with no liability to the Financing Sources or any other Person on the part of any Party (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided that the obligations provided for in this Article XIII, Section 7.05 (Public Announcements), Article XV (General Provisions) and in the Confidentiality Agreement shall survive any such termination and, subject to Section 13.02(d) and Section 13.02(h), that nothing herein shall relieve any party from any liability for any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement, in which case the non-breaching party shall be entitled to all rights and remedies available at law or in equity. (b) In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby hereby, each Party shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (i) Except as set forth in Section 12.2(b) belowreturn all documents, none work papers and other materials of the parties hereto nor any of their respective partnersother Party relating to the transactions contemplated hereby, directorswhether obtained before or after the execution hereof, officers, managers, members, shareholders, owners, employers, agents, representatives to the Party who furnished the same or Affiliates (each, a “Related Party”ii) shall have any liability or further obligation upon prior written notice to the other party (Party, destroy all documents, work papers and other than materials of the other Party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, and deliver notice to the Party seeking destruction of such documents that such destruction has been completed; provided, that, notwithstanding the foregoing, each Party shall be entitled to retain documents, work papers and other material to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or necessary to comply with applicable Law; provided, further, that all confidential information received by any of their respective Related Parties pursuant to this Agreement Party with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated other Parties shall be treated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; andaccordance with the Confidentiality Agreement subject to applicable document retention policies. (iic) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred made pursuant hereto shall, at the agreement of the Parties, and to the extent practicable, be withdrawn from the Governmental Authority agency or other Person to which made. (bd) Notwithstanding anything to the contrary contained herein (ibut subject to the rights of the Company set forth in Section 15.10), in any circumstance in which the Termination Fee is payable hereunder, the sole and exclusive remedies available to the Company and the Seller for any breach of this Agreement prior to the termination of this Agreement, shall be termination of this Agreement pursuant to Section 13.01, if applicable, receipt of payment of the Transaction Expense Fee in accordance with Section 13.02(g), and receipt of the payment of the Termination Fee pursuant to Section 13.02(e) or Section 13.02(f), as applicable, (if applicable, less any payment of the Transaction Expense Fee previously paid by Buyer in accordance with Section 13.02(g)). In no event shall Buyer be required to pay the Termination Fee on more than one occasion or if the Closing occurs, and under no circumstances shall any of the Company, the Seller, or any of their respective Affiliates, individually or collectively, be permitted or entitled to receive both a grant of specific performance of this Agreement to cause the Closing to occur and any other remedy available to it at law or in equity, including payment of the Termination Fee. (e) If this Agreement is terminated: (A) validly terminated by Sellers Buyer or the Seller pursuant to Section 12.1(c); 13.01(f) or (B) by Sellers the Seller pursuant to Section 12.1(d13.01(g), provided thatthen Buyer shall promptly, but in no event later than five Business Days after the date of such termination, pay or cause to be paid to the Seller an amount equal to $9,000,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated by the Company. (f) If this Agreement is validly terminated by the Seller pursuant to Section 13.01(c), by Buyer pursuant to Section 13.01(d) or by Buyer or the Seller pursuant to Section 13.01(e) (unless, with respect to this clause (BSection 13.01(e), only if at the time of the Buyer is in material breach Stockholder Meeting, Buyer was entitled to terminate this Agreement pursuant to Section 13.01(b)), and, notwithstanding the termination of this Agreement, (i) at the time of such termination, a Buyer Alternative Transaction proposal was received by the Buyer Board or default publicly disclosed and not withdrawn and (ii) Buyer consummates a Buyer Alternative Transaction within nine months of its representations, warranties, covenants or obligations under the termination of this Agreement, then Sellers Buyer shall on or immediately following the date of the consummation of such Buyer Alternative Transaction, pay or cause to be paid to the Seller an amount equal to the Termination Fee, less any Transaction Expense Fee previously paid pursuant to Section 13.02(g), by wire transfer of immediately available funds to an account or accounts designated by the Seller. (g) Notwithstanding anything to the contrary contained herein, if this Agreement is validly terminated by Buyer or the Seller pursuant to Section 13.01(e) (unless, with respect to Section 13.01(e), at the time of the Buyer Stockholder Meeting, Buyer was entitled to terminate this Agreement pursuant to Section 13.01(b)), then Buyer shall promptly, but in no event later than five Business Days after the date of such termination, pay or cause to be paid to the Seller an amount equal to the out of pocket Transaction Expenses (if such fees are reasonably documented and provided in detailed form in writing to Buyer) incurred up to and including the date of termination (the “Transaction Expense Fee”); provided that in no event shall Buyer be required to pay such Transaction Expense Fee in an amount greater than $3,000,000 in the aggregate. (h) The Parties acknowledge that (1) the agreements contained in this Section 13.02 are an integral part of the transactions contemplated by this Agreement, (2) Buyer, the Company and Seller have expressly negotiated the right provisions of this Article XIII, (3) that, without these agreements, the Parties would not enter into this Agreement, (4) in light of the circumstances existing at the time of the execution of this Agreement (including the inability of the Parties to receivequantify the damages that may be suffered by the Company), the provisions of this Article XIII are reasonable and (5) the Termination Fee represents a good faith, fair estimate of the damages that the Seller would suffer as a result of the termination of this Agreement and the failure of the Parties to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, the Seller’s receipt and acceptance of the Termination Fee and the Transaction Expense Fee (if payable) pursuant to this Section 13.02, when payable, shall be paid(i) deemed liquidated damages for any and all losses or damages suffered or incurred by the Company or the Seller or any other Person in connection with this Agreement, the Escrow Amount as liquidated damages, Debt Commitment Letter and such liquidated damages shall be the Piedmont Companies’ transactions contemplated hereby and thereby and (ii) the sole and exclusive remedy of the Seller, the Company and the Company Subsidiaries, and any other Member against Buyer, its Affiliates or the Financing Sources for any loss suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Mergers to be consummated, in each case (with respect to both clause (i) and clause (ii)) in any circumstance in which the Seller is permitted to terminate this Agreement and cause the Seller to receive the Termination Fee pursuant to Sections 13.02(e) and (f), and upon the Company’s receipt of such amounts, none of Buyer, Merger Sub, the Buyer Survivor LLC or any of their respective Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided that (i) for purposes of clarity, in no event shall any Financing Source have any liability to any of the Parties or any of their respective Affiliates or any other Person for all or any portion of the Termination Fee and (ii) each of the Company, the Seller and Buyer shall remain liable under the Confidentiality Agreement. While the Company may pursue both a grant of specific performance, injunction or other equitable remedies under Section 15.10 and the payment of the Termination Fee under this Section 13.02, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance of the obligation to consummate the Closing and monetary damages in connection with this Agreement or any termination of this Agreement, including all or any portion of the Termination Fee. In the event of any termination of this Agreement in any circumstance in which the Seller is not entitled to receive the Termination Fee pursuant to Sections 13.02(e) or (f), the Seller and the Company shall be in lieu of any other able to pursue all rights and remedies available at law or in equity for any loss suffered as a result of any willful and material breach of any covenant or agreement in this Agreement or the failure of the Mergers to which the Piedmont Companies might otherwise be entitled. consummated; provided, that in no event will Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light its Affiliates have any liability with respect to this Agreement or any of the anticipated harm which would be caused by Buyer’s breach transactions contemplated hereby in excess of or default under $9,000,000 in the aggregate. Notwithstanding anything in to the contrary in this Agreement, but subject to Section 13.02(a), Buyer shall be able to pursue all rights and remedies available at law or in equity for any loss suffered as a result of the difficulty termination of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, this Agreement and the value failure of the Parties to consummate the transactions contemplated herein; provided, that, if this Agreement is terminated, in no event will the Seller and its Affiliates have any liability with respect to this Agreement or any of the transactions to be consummated hereunder. The parties agree that contemplated hereby in excess of $9,000,000 in the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;aggregate.

Procedure and Effect of Termination. (a) If In the event of the termination of this Agreement is terminated and the abandonment of the transactions contemplated hereby and by either or both of Buyer or Sellers the Transition Agreement pursuant to Section 12.110.1 hereof, prompt written notice thereof shall forthwith be given by the party so terminating to the other party to this Agreement, and this Agreement shall terminate and the transactions contemplated hereby and thereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default Seller or breach of its representations, warranties, covenants or obligations under this AgreementBuyer. If this Agreement is terminated as provided hereinpursuant to Section 10.1 hereof: (ia) Except as set forth in Section 12.2(bBuyer shall return all documents, work papers and other materials (and all copies thereof) below, none of obtained from Seller or the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) Company or any of the Division Entities or their respective Related Parties pursuant to this Agreement with respect to which termination has occurredemployees, except for the obligations of Sellers and Buyer (but not including Sellers’ agents or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions representatives relating to the transactions contemplated hereby as and by the Ancillary Agreements, whether so obtained before or after the execution hereof, to which termination has occurred the party furnishing the same, and all confidential information received by Buyer with respect to the Division shall be treated in accordance with Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of Seller, all Filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the Governmental Authority agency or other Person to which made.; (b) (ic) If this Agreement is terminated: terminated and the transactions contemplated hereby are abandoned as described in this Section 10.2, this Agreement shall become null and void and of no further force or effect, except for the obligations provided for in Sections 5.6, 10.2, 12.3, 12.10 and 12.11 hereof, the confidentiality provision contained in Section 5.2(b) hereof and the Confidentiality Agreement referred to in such Section shall survive any such termination of this Agreement without limitation; and (Ad) by Sellers pursuant Such termination shall not be deemed to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material release and shall not relieve either party hereto from any liability for any willful breach or default violation by such party of any of its representations, warranties, covenants or obligations under agreements contained in this AgreementAgreement arising prior to such termination, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount except as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;10.2(e).

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated and abandonment of the transactions contemplated hereby by either any or both all of Buyer or Sellers the parties pursuant to Section 12.110.01 hereof, prompt written notice thereof shall forthwith be given to the other party or parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (ia) upon request therefor, each party will redeliver all documents, work papers and other material of any other party or of Holdings or any Holdings Subsidiary relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing or causing to be furnished the same; (b) all information received by Buyer with respect to the business of Holdings or any Holdings Subsidiary shall be held subject to and in accordance with the terms of the Confidentiality Agreement, which agreement shall continue notwithstanding the termination of this Agreement; (c) Any termination pursuant to Section 10.01(d) as a result of the failure for any reason of Buyer to be capitalized in accordance with the terms of Exhibit A hereto shall entitle the Stockholders to receipt of payment on demand of $2,500,000, as liquidated damages and not as a penalty, by CEG as the Stockholders' sole remedy for such failure. (d) Except as set forth otherwise provided in clause (c) above, in the event that (i) the Closing, through no fault of AIP, fails to occur on or before March 31, 1998 (subject to extension as provided in Section 12.2(b10.01(b)) belowor (ii) if there has been a violation or breach by Buyer of any agreement, none of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives representation or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth warranty contained in this Agreement) or Agreement which has rendered the satisfaction of any of their respective Related Parties pursuant condition to this Agreement with respect to which termination has occurred, except for the obligations of Sellers the Stockholders impossible and such violation or breach has not been cured in all material respects after 10 days' written notice or waived by AIP, the Stockholders' sole and exclusive remedy under this Agreement, at law, in equity or otherwise, shall be to terminate this Agreement pursuant to Section 10.01(b) or Section 10.01(d) hereof and to receive from CEG payment of such damages as may have been suffered or incurred in connection therewith; provided, however, that in no event shall such recovery be in excess of $7,500,000 (plus interest on the recovery from the date of termination). (e) any termination by Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in pursuant to Sections 4.18 (Sellers’ Broker10.01(b), 5.6 (Buyer’s Broker)c) or (e) shall not be deemed a waiver of any rights or remedies otherwise available under this Agreement, 7.3 (Confidentiality)by operation of law or otherwise, 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12to the party who so terminates; and (iif) All all filings, applications and other submissions relating made pursuant to the transactions contemplated hereby as to which termination has occurred Section 6.05 hereof shall, to the extent practicable, be withdrawn from the Governmental Authority agency or other Person person to which made. (b) (i) If this Agreement is terminated: (A) by Sellers pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated by either or both of Buyer or Sellers Post-Newsweek and/or Meredith pursuant to Section 12.113.1, prompt written notice thereof shall forthwith s▇▇▇▇ ▇▇▇thwith be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth specified herein in this Agreement if the event a party is in default or breach in any material respect of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (i1) Except as set forth in Section 12.2(b) below, none None of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties directors, officers, shareholders, employees, agents, or Affiliates pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers Post Newsweek and Buyer Meredith (but not including Sellers’ Post-Newsweek's or Buyer’s Related PartiesMeredith's, directo▇▇, ▇▇▇▇cers, shareholders, employers, agents, or Affiliates) as stated in Sections 4.18 (Sellers’ Broker)10.2, 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous13.2(b) and this Article 1215.1 hereof; and (ii2) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority agency or other Person person to which made. (b1) If both (x) this Agreement is terminated pursuant to Section 13.1 by any party for any reason and (y) (i) If Meredith shall be in breach in a material respect of any of its ob▇▇▇▇▇▇▇▇s, representations, warranties or covenants set forth in this Agreement or (ii) neither Post-Newsweek nor Meredith shall be in breach in a material respect of any of their ▇▇▇▇▇▇▇▇ons, representations, warranties or covenants set forth in this Agreement, then and in that event, the Escrow Amount shall be returned to Post-Newsweek and if Meredith shall be in breach in a material respect of any of its ob▇▇▇▇▇▇▇▇s, representations, warranties or covenants under this Agreement, Post-Newsweek shall have the right to pursue recovery of damages for breach of contract; provided, however that notwithstanding anything in this Agreement to the contrary, (i) except as expressly set forth in Section 14.3(b)(3) and in Section 14.3(c), Meredith shall have no liability for, and Post-Newsweek waives and releases, and shall have no recourse against Meredith as a result of, any breach of the representation or warra▇▇▇ ▇▇▇ forth in Section 6.5 or any breach of any of the representations and warranties set forth in Section 6.3, 6.4 or 6.11 with respect to a First Media Matter, and (ii) the aggregate liability of Meredith for a breach by it under this Agreement shall not exceed ▇▇ ▇▇▇▇▇t equal to the Escrow Amount, and Post-Newsweek waives and releases, and shall have no recourse against Meredith for, any damages in excess of such amount. (▇) ▇f both (x) this Agreement is terminated: (A) by Sellers terminated pursuant to Section 12.1(c13.1 by any party for any reason and (y) Post-Newsweek shall be in breach in a material respect of any of its obligations, representations, warranties or covenants set forth in this Agreement, then and in that event, Meredith shall have the right to receive the Escrow Amount as liqu▇▇▇▇▇▇ ▇amages for and as the exclusive remedy of Meredith as a consequence of Post- Newsweek's default (which aggre▇▇▇▇ ▇▇▇unt the parties agree is a reasonable estimate of the damages that will be suffered by Meredith and does not constitute a penalty, the parties hereby ack▇▇▇▇▇▇▇▇ng the inconvenience and nonfeasibility of otherwise obtaining an adequate remedy); ; (3) Without limiting the generality of the foregoing, or (B) any applicable law, neither Post-Newsweek, on the one hand, nor Meredith, on the other hand, may rely on the failure of any condit▇▇▇ ▇▇▇▇edent set forth in Section 11 to be satisfied as a ground for termination of this Agreement by Sellers pursuant such party if such failure was caused by such party's failure to Section 12.1(d)act in good faith, provided that, with respect or a breach of or failure to this clause (B), only if Buyer is in material breach or default of perform its representations, warranties, covenants or other obligations under this Agreement, then Sellers shall have in accordance with the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;terms hereof.

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated and abandonment of the transactions contemplated hereby by either or both of Buyer or Sellers the parties pursuant to Section 12.19.1, prompt written notice thereof shall forthwith be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by any either of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (i) Except as set forth in Section 12.2(bupon request therefor, each party will redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same; (ii) below, none each party hereto will use its best efforts to prevent disclosure to third Persons of all information received by either party with respect to the business of the parties other party or its subsidiaries (other than information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any Government entity) except (i) as may be required by Law; and (ii) as is permitted by this Agreement; and (iii) neither party hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties Agreement pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 this Section 9.2, provided that nothing herein shall relieve any party from liability for its willful breach of this Agreement (Sellers’ Broker)including, 5.6 (Buyer’s Broker)but not limited to, 7.3 (Confidentiality), 7.7 (Non-Solicitation), Section 5.4 and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (MiscellaneousSection 5.5) and this Article 12; and (ii) All filings, applications and other submissions relating to or of the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which madeConfidentiality Agreement. (b) (i) If In addition, in the event of termination of this Agreement is terminated: (A) and abandonment of the transactions contemplated hereby by Sellers the Parent or any Seller Table of Contents pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d9.1(g), provided that, then simultaneously with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paidany such termination, the Escrow Amount Parent shall deliver, or shall cause to be delivered, to the Buyer an amount of cash equal to $25,000,000 by wire transfer of immediately available funds to a bank account designated in writing by the Buyer in any bank in the continental United States or by such other means as liquidated damages, and such liquidated damages shall be are agreed in writing by the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer Parent and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;.

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated by either or both of Buyer or Sellers Allscripts and/or RxCentric pursuant to Section 12.114.1, prompt written notice thereof shall forthwith be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth specified herein in this Agreement if the event a party is in default or breach in any material respect of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (i) Except as set forth in Section 12.2(b) below, none None of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, ownersstockholders, employers, partners, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties directors, officers, stockholders, employees, partners agents, or Affiliates pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker14.2(b), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation)15.1, and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 1216.6 hereof; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority agency or other Person person to which made. (b) If (i) If both (A) this Agreement is terminated: terminated pursuant to Section 14.1 by Allscripts for any reason and (B) if RxCentric shall be in breach in a material respect of any of its obligations under this Agreement after all conditions precedent to RxCentric’s obligations have been satisfied and Allscripts is not in breach in a material respect of any of its obligations under this Agreement and Allscripts stands ready, willing and able to perform Allscripts’ obligations under this Agreement or (ii) this Agreement is terminated pursuant to Section 14.1(d), then and in that event, Allscripts shall have the right to either (1) recover from RxCentric as agreed and liquidated damages, and not as a penalty, the sum of $250,000 or (2) in lieu of monetary damages, the right to specific performance of this Agreement and to compel RxCentric to comply with its obligations under this Agreement. Notwithstanding the foregoing, RxCentric shall not be obligated to pay Allscripts $250,000 or to specifically perform under this Agreement, as set forth in the preceding sentence, if RxCentric is unable to meet a condition to Closing that is not within its control. By way of example only and without limiting applicability of the preceding sentence, failure to obtain stockholder consent (Section 8.1), failure to obtain customer consents (Section 9.2) or the failure of any of the Key Employees to accept employment with Allscripts (Section 9.7) shall not obligate RxCentric to pay Allscripts $250,000 or to specifically perform under this Agreement. In recognition of the unique character of the Assets to be sold hereunder and the damages which Allscripts will suffer in the event of a breach by RxCentric, RxCentric hereby waives any defense that Allscripts has an adequate remedy at law for the breach of this Agreement by RxCentric. (c) If (i) both (A) by Sellers this Agreement is terminated pursuant to Section 12.1(c); or 14.1 by RxCentric for any reason and (B) by Sellers if Allscripts shall be in breach in a material respect of any of its obligations under this Agreement after all conditions precedent to Allscripts’ obligations have been satisfied and RxCentric is not in breach in a material respect of any of its obligations under this Agreement and RxCentric stands ready, willing and able to perform RxCentric’s obligations under this Agreement, or (ii) this Agreement is terminated pursuant to Section 12.1(d14.1(c), provided thatthen and in that event, with respect RxCentric shall have the right to this clause recover from Allscripts as agreed and liquidated damages, and not as a penalty, the sum of $250,000. (B)d) Without limiting the generality of the foregoing, only or any applicable law, neither RxCentric nor Allscripts may rely on the failure of any condition precedent set forth in Article VIII or IX, respectively, to be satisfied if Buyer is such failure was caused by such party’s failure to act in material good faith, or a breach of or default of failure to perform its representations, warranties, covenants or other obligations under this Agreement, then Sellers shall have in accordance with the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;terms hereof.

Procedure and Effect of Termination. (a) If this Agreement is terminated by either (i) under Sections 9.1(a), (b) or both (c), all further obligations of Buyer or Sellers pursuant to Section 12.1, prompt written notice thereof shall forthwith be given the Seller Companies to the Purchasers, and of the Purchasers to the Seller Companies, will terminate without further liability of any party hereto (other party than the provisions contained herein regarding the treatment of confidential and proprietary information), and the Parties shall cause the Escrow Agent to promptly, but in no event later than five (5) days after such termination, deliver the Deposit and any earnings thereon to the Purchasers in immediately available funds to an account designated by the Purchasers. (b) If this Agreement is terminated under Section 9.1(e), (i) all further obligations of the Purchasers shall terminate terminate, (ii) the Seller Companies shall remain liable for their breaches under this Agreement and any Operative Agreement; provided however, that in no event shall the Seller Companies' aggregate liability following such termination for any breach of this Agreement or any Operative Agreement exceed $1,000,000 plus an amount equal to the earnings on the Deposit (it being understood and agreed that, subject to clause (iii) and the transactions contemplated last sentence of this Section 9.2(b), the receipt by the Purchasers of such amount shall constitute liquidated damages with respect to all breaches by the Seller Companies of this Agreement and any Operative Agreement and no Purchaser or Purchaser Indemnified Party shall have, and each Purchaser hereby waives on behalf of itself and the other Purchaser Indemnified Parties, any other remedy available to it at law or in equity with respect to such breaches or any other matter pertaining to this Agreement or the subject matter thereof), and (iii) the Parties shall cause the Escrow Agent to promptly, but in no event later than five (5) days after such termination, deliver the Deposit and any earnings thereon to the Purchasers in immediately available funds to an account designated by the Purchasers. If this Agreement is terminated under Section 9.1(e) under circumstances in which all conditions to the Seller Companies ' obligations to consummate the First Closing or Second Closing, as applicable, would reasonably be abandoned without further action by any expected to be able to be timely fulfilled or satisfied, then, in addition to the Seller Companies' obligations under clause (iii) above, the Seller Companies shall promptly, but in no event later than five (5) days after such termination, deliver (in addition to the release of the parties heretoDeposit and any earnings thereon) $1,000,000 plus an amount equal to the earnings on the Deposit to the Purchasers in immediately available funds to an account designated by the Purchasers. If the Purchasers do not elect to terminate this Agreement, they shall have all remedies available to them hereunder or under applicable law for any breach of this Agreement, including the right of specific performance and injunctive relief under Section 10.16 and the right to sue for money damages; provided however, that the Seller Companies sh▇▇▇ not be liable for money damages for such breach in excess of $1,000,000 plus an amount equal to earnings accrued on the Deposit. (c) If this Agreement is terminated under Section 9.1(d), (i) all further obligations of the Seller Companies shall terminate, and (ii) the Purchasers shall remain liable for their breaches under this Agreement and any Operative Agreement; provided however, that in no event shall the Purchasers' aggregate liability for any breach of this Agreement or any Operative Document exceed the Deposit and any earnings thereon. If this Agreement is terminated under Section 9.1(d) under circumstances in which all conditions to the Purchasers' obligations to consummate the First Closing or Second Closing, as applicable, would reasonably be expected to be able to be timely fulfilled or satisfied, then the Parties shall cause the Escrow Agent to promptly, but subject in no event later than five (5) days after such termination, deliver the Deposit and any earnings thereon to the Seller Companies in immediately available funds to an account designated by the Seller Companies, it being understood and without limiting any agreed that the receipt by the Seller Companies of the rights Deposit and any earnings thereon shall constitute liquidated damages with respect to all breaches by the Purchasers of this Agreement and any Operative Agreement and that no Seller Company or Seller Indemnified Party shall have, and each Seller Company hereby waives on behalf of itself and the other Seller Indemnified Parties, any other remedy available to it at law or in equity with respect to such breaches or any other matter pertaining to this Agreement or the subject matter thereof. (d) Upon the consummation of the First Closing, none of the limitations on liability of the parties set forth in this Agreement if a party is Section 9.2 shall apply in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (i) Except as set forth in Section 12.2(b) below, none of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which maderespect. (b) (i) If this Agreement is terminated: (A) by Sellers pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;

Procedure and Effect of Termination. (a) If The obligations of the Company and its Subsidiaries, and the rights of Purchaser under this Agreement is terminated by either shall in no event terminate (but shall be effective immediately as to Purchaser's obligations hereunder, unless Purchaser otherwise elects) unless and until any and all amounts payable to Purchaser or both of Buyer or Sellers its Affiliates pursuant to Section 12.16.1 or Section 6.2 hereof (without duplication, prompt such that in no event shall the aggregate amounts owed Purchaser, if any, pursuant to this Article VI exceed $6.0 million), in connection with such proposed termination shall have been indefeasibly paid in full in cash to Purchaser. In the event of termination and abandonment of the transactions contemplated hereby pursuant to Section 6.3, written notice thereof shall forthwith be given to the other party Party to this Agreement and this Agreement shall terminate (subject to the provisions of this Section 6.4) and the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the parties Parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (ia) Except as set forth in Section 12.2(bupon request therefor, each Party shall redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same; and (b) below, none of the parties no Party hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to any other Party to this Agreement resulting from such termination except (i) that the other provisions of Section 4.13, Section 6.1, Section 6.2, this Section 6.4, Section 7.3, Section 7.14, and Exhibit A-2 to this Agreement shall survive such termination and remain in full force and effect and (ii) no Party waives any claim or right against a breaching party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which that such termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn results from the Governmental Authority or other Person to which made. (b) (i) If this Agreement is terminated: (A) breach by Sellers pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default a Party hereto of any of its representations, warranties, covenants or obligations under agreements set forth in this Agreement; provided, then Sellers shall have however, that in the event Purchaser is entitled to receive the Termination Amount or the Bankruptcy Termination Amount, the right of Purchaser to receive, and receive such amount shall be paid, the Escrow Amount as liquidated damages, and constitute Purchaser's sole remedy for damages(and such amount shall constitute liquidated damages shall be in respect of) any breach by the Piedmont Companies’ sole and exclusive remedy and shall be in lieu Company or any of its Subsidiaries of any other remedies at law of their respective representations, warranties, covenants or agreements set forth in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;45

Procedure and Effect of Termination. (a) If In the event of the termination of this Agreement is terminated and the abandonment of the transactions contemplated by either or both of Buyer or Sellers this Agreement pursuant to Section 12.17.1, prompt written notice thereof shall forthwith be given by the Party so terminating to the other party Parties, and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this AgreementParty. If this Agreement is terminated as provided hereinpursuant to Section 7.1: (ia) Except as set forth in Section 12.2(b) beloweach Party shall redeliver all documents, none work papers and other materials of the parties hereto nor other Party relating to the transactions contemplated by this Agreement, whether obtained before or after the execution hereof, to the Party furnishing the same or, upon prior written notice to such Party, shall destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, and all confidential information received by any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation Party with respect to the other party Parties shall be treated in accordance with Section 2.4 of the Confidentiality Agreement (other than which shall apply mutatis mutandis to this Section 7.2(a) as if fully set forth herein, including as to the extent exceptions to the Parties’ obligations relating to the return and destruction of joint documents, work papers and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Brokerother materials), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and; (iib) All all filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred made pursuant hereto shall, to the extent practicable, be withdrawn from the Governmental Authority agency or other Person to which made.; (bc) notwithstanding any provision in this Agreement to the contrary, there shall be no Liability hereunder on the part of any of Sellers, Buyer or any of their respective directors, officers, employees, Affiliates, agents or representatives, except that (i) If this Agreement if the basis of termination is terminated: (A) a willful breach by Sellers pursuant to Section 12.1(c); any Seller or (B) by Sellers pursuant to Section 12.1(d)Buyer, provided thatas the case may be, with respect to this clause (B), only if Buyer is in material breach of one or default more of its representations, warranties, covenants or obligations under the provisions of this Agreement, then Sellers the breaching Party shall have be liable to the right to receivenon-breaching Party, and shall be paid, (ii) the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages obligations provided for in this Section are intended 7.2 (Procedure and Effect of Termination), Section 5,4 (Public Announcements), the last sentence of Section 5.23(d) (Financing), Section 9.1 (Fees and Expenses), Section 9.2 (Notices), Section 9.3 (Severability), Section 9.3 (Severability), Section 9.8 (Consent to limit Jurisdiction), Section 9.9 (Waiver of Jury Trial) and Section 9.10 (Governing Law) hereof and in the claims that Confidentiality Agreement shall survive any such termination; and (d) notwithstanding anything set forth in this Agreement or the Piedmont Companies may have against Buyer;Confidentiality Agreement to the contrary, the Confidentiality Agreement will survive the termination of this Agreement for so long as such Confidential Business Information is retained and not destroyed.

Procedure and Effect of Termination. (a) If In the event of the termination of this Agreement is terminated by either or both and the abandonment of Buyer or Sellers the Acquisition pursuant to Section 12.110.1 hereof, prompt written notice thereof shall forthwith be given by the Party so terminating to the other party Party, and this Agreement shall terminate and the transactions contemplated hereby Acquisition shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this AgreementParty. If this Agreement is terminated as provided hereinpursuant to Section 10.1 hereof: (ia) Except as set forth in Section 12.2(b) beloweach Party shall redeliver all documents, none work papers and other materials of the parties hereto nor other Party relating to the Acquisition, whether obtained before or after the execution hereof, to the Party furnishing the same or, upon prior written notice to such Party, shall destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, and all information received by any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation Party with respect to the other party (other than to Parties shall be treated as confidential in accordance with the extent of joint Confidentiality Agreement and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ BrokerSection 6.2(a), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and; (iib) All all filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred made pursuant hereto shall, at the option of Seller, and to the extent practicable, be withdrawn from the Governmental Authority agency or other Person to which made.; and (bc) except for the payment of fees and expenses for which a Party is liable hereunder, there shall be no liability or obligation hereunder on the part of Seller, Dresser, Buyer or any of their respective directors, officers, employees, Affiliates, agents, advisors or representatives, except that (i) If this Agreement if the basis of termination is terminated: (A) a willful breach by Sellers pursuant to Section 12.1(c); Seller, Dresser or (B) by Sellers pursuant to Section 12.1(d)Buyer, provided thatas the case may be, with respect to this clause (B), only if Buyer is in material breach of one or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light more of the anticipated harm which would be caused by Buyer’s breach provisions of or default under this Agreement, the difficulty of proof of loss, breaching Party shall be liable to the inconvenience and infeasibility of otherwise obtaining an adequate remedynon-breaching Party, and (ii) the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages obligations provided for in this Section are intended to limit 10.2 and Sections 8.1, 8.2, 8.3, 12.1, 12.2, 12.3, 12.7, and 12.12 hereof and the claims that the Piedmont Companies may have against Buyer;Confidentiality Agreement shall survive any such termination.

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated in whole (or in part with respect only to any particular Group Sale as expressly provided herein) by either or both of Buyer and/or PCC or Sellers LPI pursuant to Section 12.19.1, prompt written notice thereof shall forthwith be given to the other party and this Agreement shall terminate and (in whole or in part, as the case may be) and, to the extent this Agreement is terminated, the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth specified herein in this Agreement if the event a party is in default or breach in any material respect of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein, to the extent this Agreement is terminated: (i) Except as set forth in Section 12.2(b) below, none None of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the any other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties directors, officers, shareholders, employees, agents, or Affiliates pursuant to this Agreement with respect to which termination has occurredor otherwise, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 6.3, 6.11 (Sellers’ Brokerif applicable), 5.6 9.2, 9.3, 9.4 and 11.1 hereof; (Buyer’s Broker)ii) Except for Guarantor, 7.3 (Confidentiality)which shall have liability as Guarantor hereunder to the extent set forth herein, 7.7 (Non-Solicitation)if applicable, and 13.2 Mr. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, who shall have liability as guarantor pursuant to the Guaranty described in Section 6.10(a)(i)(6) to the extent set forth therein, if applicable, notwithstanding anything herein or in applicable law to the contrary, none of the respective directors, officers, shareholders, employees, agents or Affiliates of any of the parties hereto shall have any liability or obligation to any other party or any of their respective directors, officers, shareholders, employees, agents or Affiliates pursuant to this Agreement or otherwise; (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (iiiii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority agency or other Person to which made.. 66 (b) With respect to terminations pursuant to Section 9.1 hereof: (i) If this Agreement is terminated: (A) by Sellers terminated pursuant to Section 12.1(cSections 9.1(a) or 9.1(g); , then and in that event, none of the parties hereto shall have any recourse against or liability to the other parties hereto, except as stated in Sections 6.3, 6.11, 9.2, 9.3, 9.4 and 11.1 hereof or in any written agreement entered into by the parties in connection with such termination. (Bii) If this Agreement is terminated by Sellers PCC pursuant to Section 12.1(dSections 9.1(b), provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers PCC shall have the right to receivepursue all legal and equitable remedies available against Buyer and Guarantor for breach of contract; provided, and however, that to the extent Buyer has defaulted or breached in the manner referenced in Section 9.1(b), in determining Seller's damages hereunder, Buyer shall be paiddeemed to have breached its obligations to make the Group V Loan and to consummate the Group I Sale, the Escrow Amount as liquidated damagesGroup II/III Sale, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer Group IV Sale and the Piedmont Companies each acknowledges Group V Sale. (iii) If this Agreement is terminated by Buyer pursuant to Section 9.1(c), Buyer shall have the right to pursue all legal and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s equitable remedies available to it for breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;contract.

Procedure and Effect of Termination. (a) If this Agreement is terminated by either or both In the event of Buyer or Sellers termination and abandonment of the Merger pursuant to Section 12.1SECTION 9.1, prompt written notice thereof shall forthwith be given to the other party parties to this Agreement and this Agreement shall terminate and the transactions contemplated hereby Merger shall be abandoned abandoned, without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (ia) Except as set forth in Section 12.2(bupon request therefor, each party will redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same; and (b) below, none of the parties no party hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the any other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which resulting from such termination has occurredexcept (i) that the provisions of this ARTICLE IX, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker)SECTION 6.5, 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation)ARTICLE X, and 13.2 (Governmental Filing Fees)ARTICLE XI shall remain in full force and effect, 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn no party waives any claim or right against a breaching party resulting from the Governmental Authority or other Person to which made. (b) (i) If this Agreement is terminated: (A) breach by Sellers pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default a party hereto of any of its representations, warranties, covenants or obligations under agreements set forth in this Agreement. (c) In the event that (i) this Agreement is terminated by CMC pursuant to clause (ii) of SECTION 9.1(d), (ii) this Agreement is terminated by LAI pursuant to SECTION 9.1(e) or (iii) (A) an Acquisition Proposal shall have been made to LAI or shall have been made directly to the stockholders of LAI generally or shall have otherwise become known or any person shall have announced an intention (whether or not conditional) to make an Acquisition Proposal, (B) thereafter this Agreement is terminated pursuant to clause (iii) of SECTION 9.1(b) and (C) within 12 months after such termination, LAI enters into a definitive agreement to consummate, or consummates, the transactions contemplated by any Acquisition Proposal, then Sellers LAI shall have pay CMC a fee equal to $1,697,500 plus all of CMC's out-of-pocket fees and expenses (including without limitation, fees and expenses of its advisors, accountants and counsel) incurred in connection with this Agreement and the right to receive, and shall be paidtransactions contemplated hereby (the "TERMINATION FEE") by wire transfer of same-day funds on the first business day following (x) in the case of a payment required by clause (i) or (ii) above, the Escrow Amount as liquidated damagesdate of termination of this Agreement and (y) in the case of a payment required by clause (iii) above, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light date of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value first to occur of the transactions events referred to be consummated hereunderin clause (iii)(C) of this SECTION 9.2(c). The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;63

Procedure and Effect of Termination. (a) If In the event of the termination of this Agreement is terminated and the abandonment of the transactions contemplated by either or both of Buyer or Sellers this Agreement pursuant to Section 12.18.1, prompt written notice thereof shall will forthwith be given by the Party so terminating to the other party Party, and this Agreement shall will terminate and the transactions contemplated hereby shall will be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this AgreementParty. If this Agreement is terminated as provided herein:pursuant to Section 8.1: 65 US 167664346 HB: 4845-7978-5147.2 (a) promptly upon a written request by or on behalf of other Party, but no later than seven (7) Business Days thereafter, each Party shall destroy (and certify to such destruction in writing by an authorized signatory) all documents, work papers and other materials related to this Agreement and the transactions contemplated hereby in such Party’s or its representatives’ possession or to which either such Party or its representatives have access. Notwithstanding the foregoing, such Party’s representatives shall (i) Except as set forth in Section 12.2(b) belowbe permitted to retain a copy of such documents, none of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the work papers and other party (other than materials to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) required to comply with applicable Law or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation)Governmental Entity, and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All not be required to destroy, delete or modify any backup tapes or other medial pursuant to automated electronic archival processes in such Party’s ordinary course of business, provided in each case (i) and (ii) herein, any such documents, work papers and other materials retained shall remain subject to the confidentiality obligations of the Confidentiality Agreement and Section 6.2(c) for so long as such documents, work papers and other materials are retained; (b) all filings, applications and other submissions relating to made pursuant hereto will, at the transactions contemplated hereby as to which termination has occurred shalloption of the Party making the application filing, application or submission, and to the extent practicable, be withdrawn from the Governmental Authority agency or other Person to which made. ; and (bc) notwithstanding any provision in this Agreement to the contrary, there will be no Liability hereunder on the part of any Party hereto, except that (i) If this Agreement if the basis of termination is terminated: (A) a breach by Sellers pursuant to Section 12.1(c); Seller or (B) by Sellers pursuant to Section 12.1(d)Buyer, provided thatas the case may be, with respect to this clause (B), only if Buyer is in material breach of one or default more of its representations, warranties, covenants or obligations under the provisions of this Agreement, then Sellers shall have the right breaching Party will be liable to receivethe non-breaching Party, and shall be paid, (ii) the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages obligations provided for in this Section are intended 8.2 and Section 6.2(c) (Access to limit Information), Section 6.5 (Public Announcements), Section 10.1 (Fees and Expenses), Section 10.2 (Notices), Section 10.3 (Severability), Section 10.8 (Consent to Jurisdiction), Section 10.9 (Waiver of Jury Trial) and Section 10.10 (Governing Law) hereof and in the claims that the Piedmont Companies may have against Buyer;Confidentiality Agreement will survive any such termination. ARTICLE IX

Procedure and Effect of Termination. (a) If this This Agreement is terminated by either or both of Buyer or Sellers shall in no event terminate pursuant to Section 12.112.3 unless and until any and all amounts payable to AirTran pursuant to Section 12.1 and Section 12.2 in connection with such proposed termination shall have been paid in full to AirTran. In the event of termination of this Agreement pursuant to Section 12.3, prompt written notice thereof shall forthwith be given to the other party parties to this Agreement and this Agreement shall terminate and (subject to the transactions contemplated hereby shall be abandoned provisions of this Section 12.4) without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in . If this Agreement if is terminated pursuant to Section 12.3 as provided herein: (a) upon request therefor, each party shall redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same; and (b) no party hereto shall have any liability or further obligation to any other party to this Agreement resulting from such termination except (i) that the provisions of Section 12.1, Section 12.2, this Section 12.4 and Section 9.2 shall remain in full force and effect and (ii) no party waives any claim or right against a breaching party to the extent that such termination results from the breach by a party is in default or breach hereto of any of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (i) Except as set forth in Section 12.2(b) below, none of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly agreements set forth in this Agreement; provided, however, that in the event AirTran is entitled to receive the Termination Amount, the right of AirTran to receive such amount shall constitute AirTran’s sole remedy for (and such amount shall constitute liquidated damages in respect of) or any breach by either Seller of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made. (b) (i) If this Agreement is terminated: (A) by Sellers pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default any of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided agreements set forth in this Agreement which results in a termination of this Agreement by AirTran pursuant to Section are intended to limit the claims that the Piedmont Companies may have against Buyer;12.3.

Procedure and Effect of Termination. (a) If In the event of the termination of this Agreement is terminated and the abandonment of the transactions contemplated by either or both of Buyer or Sellers this Agreement pursuant to Section 12.18.1, prompt written notice thereof shall forthwith be given by the Party so terminating to the other party Parties, and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this AgreementParty. If this Agreement is terminated as provided hereinpursuant to Section 8.1: (ia) Except as set forth in Section 12.2(b) beloweach Party shall redeliver all documents, none work papers and other materials of the parties hereto nor other Party relating to the transactions contemplated by this Agreement, whether obtained before or after the execution hereof, to the Party furnishing the same or, upon prior written notice to such Party, shall destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, and all confidential information received by any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation Party with respect to the other party (other than to Parties shall be treated in accordance with the extent of joint Confidentiality Agreement and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ BrokerSection 6.2(b), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and; (iib) All all filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred made pursuant hereto shall, at the option of either Party, and to the extent practicable, be withdrawn from the Governmental Authority agency or other Person to which made.; (bc) notwithstanding any provision in this Agreement to the contrary, there shall be no Liability hereunder on the part of any of Parent, Buyer or any of their respective directors, officers, employees, Affiliates, agents or representatives, except that (i) If this Agreement if the basis of termination is terminated: (A) a breach by Sellers pursuant to Section 12.1(c); Parent or (B) by Sellers pursuant to Section 12.1(d)Buyer, provided thatas the case may be, with respect to this clause (B), only if Buyer is in material breach of one or default more of its representations, warranties, covenants or obligations under the provisions of this Agreement, then Sellers the breaching Party shall have be liable to the right to receivenon-breaching Party, and shall be paid, (ii) the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages obligations provided for in this Section are intended 8.2 and Section 6.2(b) (Access to limit Information) Section 6.4 (Public Announcements), Section 9.1 (Fees and Expenses), Section 9.2 (Notices), Section 9.3 (Severability), Section 9.8 (Consent to Arbitration), Section 9.9 (Waiver of Jury Trial) and Section 9.10 (Governing Law) hereof and in the claims that Confidentiality Agreement shall survive any such termination; and (d) notwithstanding anything set forth in this Agreement or the Piedmont Companies may have against Buyer;Confidentiality Agreement to the contrary, the Confidentiality Agreement will survive the termination of this Agreement for a period of two years following the date of such termination and the term of the Confidentiality Agreement will be automatically amended to be extended for such additional two year period.

Procedure and Effect of Termination. (a) If Except as otherwise set forth in this Section 8.2, in the event of the termination of this Agreement is terminated and the abandonment of the transactions contemplated by either or both of Buyer or Sellers this Agreement pursuant to Section 12.18.1, prompt written notice thereof shall will forthwith be given by the Party so terminating to the other party Parties, and this Agreement shall will terminate and become void and have no effect and the transactions contemplated hereby shall will be abandoned without further action by any of the parties hereto, but subject to Party and without limiting any Liability on the part of any Party or its directors, officers, employees, Affiliates, agents or other Representatives, other than Liability of a Party, as the rights case may be, for any Willful Breach of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreementoccurring prior to such termination. If this Agreement is terminated as provided hereinpursuant to Section 8.1: (ia) Except as set forth in Section 12.2(b) beloweach Party will redeliver all documents, none work papers and other materials of the parties hereto nor other Party relating to the transactions contemplated by this Agreement, whether obtained before or after the execution hereof, to the Party furnishing the same or, upon prior written notice to such Party, will destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, and all confidential information received by any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation Party with respect to the other party (other than to Parties will be treated in accordance with the extent of joint Confidentiality Agreement and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ BrokerSection 6.3(c), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and; (iib) All all filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shallmade pursuant hereto will, to the extent practicable, be withdrawn from the Governmental Authority agency or other Person to which made.; (bc) notwithstanding any provision in this Agreement to the contrary, the obligations provided for in this Section 8.2 and Section 6.2(c) (Access to Information) Section 6.6 (Public Announcements), Section 10.1 (Fees and Expenses), Section 10.2 (Notices), Section 10.3 (Severability), Section 10.5 (No Third Party Beneficiaries), Section 10.8 (Consent to Jurisdiction), Section 10.9 (Waiver of Jury Trial), Section 10.10 (Governing Law) and Section 10.19 (No Recourse for Debt Financing Sources) hereof and in the Confidentiality Agreement will survive any such termination; (d) notwithstanding anything set forth in this Agreement or the Confidentiality Agreement to the contrary, the Confidentiality Agreement will survive the termination of this Agreement for a period of five years following the date of such termination and the term of the Confidentiality Agreement will be automatically amended to be extended for such additional five year period; (e) if this Agreement is terminated by (i) If this Agreement is terminated: (A) by Sellers pursuant to Section 12.1(c8.1(c) (as a result of the conditions set forth in Section 7.2(a) or Section 7.2(b) having become incapable of fulfillment) or Section 8.1(e); , or (Bii) by Sellers or Buyer pursuant to Section 12.1(d8.1(d) and, at the time of such termination, Sellers would have been entitled to terminate this Agreement pursuant to Section 8.1(c) (as a result of the conditions set forth in Section 7.2(a) or Section 7.2(b) having become incapable of fulfillment) or Section 8.1(e), provided thatthen Buyer will pay, with respect or cause to this clause be paid, to Sellers an amount equal to $107,100,000 (Bsuch amount, the “Termination Fee”), only if by wire transfer of immediately available funds within five Business Days following such termination to a bank account nominated by Sellers as at the date of termination. In no event shall Buyer is in material breach or default be required to pay the Termination Fee on more than one occasion. The Parties acknowledge and agree that (i) the fees and other provisions of its representations, warranties, covenants or obligations under this Section 8.2 are an integral part of the transactions contemplated by this Agreement, then Sellers shall have (ii) the right to receiveTermination Fee, if and shall be when paid, the Escrow Amount as liquidated damages, and such will constitute liquidated damages shall be (and not a penalty) and the Piedmont Companies’ sole and exclusive remedy of Sellers, any member of the Company Group or any of their respective Affiliates against Buyer, its Affiliates and the Debt Financing Sources for all Liabilities, losses and damages in respect of this Agreement or the transactions contemplated hereby, and (iii) without these agreements, the Parties would not have entered into this Agreement. If Buyer fails to pay the Termination Fee when due, (x) such fee will accrue interest for the period commencing on the sixth Business Day following the termination of this Agreement through the date the Termination Fee is actually paid, at a rate equal to (i) the rate of interest published from time to time by The Wall Street Journal, Eastern Edition, as the “prime rate” at large U.S. money center banks on the date this Agreement is terminated plus (ii) two percentage points (2.0%), (y) Buyer will also pay to Sellers in addition to the Termination Fee and such other amounts, all of Sellers’ costs and out-of-pocket expenses (including attorneys’ fees) incurred in connection with all actions to collect the Termination Fee and Interest, if any, and (z) Buyer will also make any reimbursement or indemnification payments pursuant to the last two sentence of Section 6.20(d) (such interest, costs, expenses, reimbursement and indemnification described in the preceding clauses (x), (y) and (z), up to a maximum of $5,000,000 in the aggregate, the “Enforcement and Reimbursement Costs”); provided that in no event shall the aggregate amount of interest, costs, expenses, reimbursement and indemnification payable by Buyer pursuant to clauses (x), (y) and (z) exceed $5,000,000. Notwithstanding anything to the contrary in this Agreement, in the event the Closing does not occur, if Buyer breaches this Agreement (whether willfully (including any Willful Breach), intentionally, unintentionally or otherwise) or fails to perform hereunder (whether willfully (including any Willful Breach), intentionally, unintentionally or otherwise), then, except for Sellers’ rights to seek specific performance in accordance with Section 10.12 and Sellers’ rights under the Limited Guarantee, the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of Sellers, Parent, the Company or any of their respective Affiliates and any of their respective former, current or future directors, managers, general or limited partners, officers, employees, members, stockholders, equityholders, Affiliates, financial advisors, auditors, agents, counsel or other Representatives (collectively, together with their respective successors and assigns, the “Seller Related Parties”) against Buyer, the Sponsor, the Debt Financing Sources (without limitation of Section 10.19) or any of their respective Affiliates and any of their respective former, current or future directors, managers, general or limited partners, officers, employees, members, stockholders, equityholders, Affiliates, financial advisors, auditors, agents, counsel or other Representatives (collectively, together with their respective successors and assigns, the “Buyer Related Parties”) for any breach (whether willfully (including any Willful Breach) intentionally, unintentionally or otherwise), loss, damage or failure to perform (including any Willful Breach) under this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of the transactions contemplated hereby or the Debt Commitment Letter, Fee Letter or Debt Financing Agreements or any oral representation made or alleged to have been made in connection herewith or therewith shall be for Sellers to terminate this Agreement as provided herein and receive payment of the Termination Fee, if payable pursuant to this Section 8.2(e), and, if applicable, Enforcement and Reimbursement Costs, and upon payment of such amounts (i) no Buyer Related Party shall have any further liability or obligation relating to or arising out of this Agreement or any certificate or other document delivered in lieu connection herewith or any oral representation made or alleged to have been made in connection herewith or therewith (whether in equity or at law, in contract, in tort or otherwise, and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person or otherwise) and (ii) no Seller Related Party shall be entitled to bring or maintain, and in no event shall support, facilitate or encourage the bringing of, any other remedies at Action (under any legal theory, whether sounding in law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies (in each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s case whether for breach of contract, in tort or default under otherwise)) against a Buyer Related Party with respect to, arising out of, or in connection with this AgreementAgreement or any certificate or other document delivered in connection herewith (including any Action relating to the Debt Financing, the difficulty of proof of loss, Equity Financing or the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value Limited Guarantee or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof, or any matters forming the basis for such termination) (in any case, whether willfully, intentionally, unintentionally or otherwise), and Sellers shall cause any such Action pending as of any termination of this Agreement to be consummated hereunderdismissed with prejudice as promptly as practicable after such termination and in any event within two Business Days after the payment of such amounts. The parties agree that In no event shall any Seller or the liquidated Company seek on its own behalf or on behalf of any Seller Related Party any damages provided from, or otherwise bring any Action against, any Buyer Related Party in connection with this Agreement or the transactions contemplated hereby (including any Action relating to the Debt Financing or the Debt Financing Agreements), other than an Action to recover the Termination Fee and, if applicable, Enforcement and Reimbursement Costs, to enforce Sellers’ rights under the Limited Guarantee in accordance with its terms or for specific performance in accordance with Section 10.12. For the avoidance of doubt, while Sellers may pursue both a grant of specific performance (other than against any Debt Financing Source) and the payment of the Termination Fee, (x) under no circumstances shall Sellers or the Company be entitled to monetary damages, except, solely to the extent required by this Section are intended 8.2(e), the Termination Fee and (y) under no circumstances shall Sellers or the Company be permitted or entitled to limit receive both a grant of specific performance pursuant to Section 10.12(b) and any portion of the claims that the Piedmont Companies may have against Buyer;Termination Fee.

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated and abandonment of the transactions contemplated hereby by either or both of Buyer or Sellers the parties pursuant to Section 12.19.1, prompt written notice thereof shall forthwith be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by any either of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (a) upon request therefor, each party will redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same; (b) each party hereto will use its best efforts to prevent disclosure to third persons of all information received by either party with respect to the business of the other party or its subsidiaries (other than information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any Governmental Entity except (i) Except as set forth in Section 12.2(bmay be required by Law; and (ii) below, none of the parties as is permitted by this Agreement; (c) neither party hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties Agreement pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in this Section 9.2 and in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous5.3(b) and 5.4, provided that nothing herein shall relieve any party from liability for its willful breach of this Article 12Agreement; and (iid) All filingsif after the date hereof Seller receives a Dexter Acquisition Proposal which proposes that the Seller's shareholders receive consideration with a fair market value per share exceeding $45 and which includes a condition that this Agreement be terminated and if for any reason the Seller's shareholders are asked to approve this Agreement and such approval is denied, applications and this Agreement is subsequently terminated, then within 2 business days following such termination the Seller shall pay the Buyer a fee of $8 million; and (e) upon any termination of this Agreement other submissions relating than pursuant to Section 9.1(e) and upon request by the Buyer, the Seller shall promptly, but in no event later than 2 business days following the date of such request, reimburse the Buyer for its out-of-pocket cash expenses (including without limitation, fees and expenses of accountants, counsel, investment bankers and consultants and all travel related expenses) incurred in connection with this Agreement and the transactions contemplated hereby as (whether incurred prior to which termination has occurred shall, or subsequent to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made. (b) (i) If execution of this Agreement is terminated: (A) by Sellers pursuant to Section 12.1(cAgreement); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided Seller shall in no event be responsible for more than $500,000 in respect of this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;paragraph (e).

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated by either or both of Buyer or Sellers pursuant to Section 12.19.1, prompt written notice thereof shall forthwith be given to the other party and parties, and, except as set forth in this Section 9.2, this Agreement shall terminate and be void and have no effect and the transactions contemplated hereby shall be abandoned without further action abandoned; provided that if (x) such termination shall (I) result from the Intentional Breach of any representation, warranty, covenant or other agreement contained herein or (II) occur following an Intentional Breach or (y) the Intentional Breach of any representation, warranty, covenant or other agreement contained herein shall cause the Closing not to occur, then such breaching party shall be fully liable for any and all damages incurred or suffered by any the other party as a result of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default such failure or breach of its representations, warranties, covenants or obligations under this Agreementbreach. If this Agreement is terminated as provided herein: (ia) Except as set forth in Section 12.2(b) below, none of the parties each party hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation)will redeliver, and 13.2 will cause its Representatives (Governmental Filing Fees)including attorneys and accountants) to redeliver, 13.3 (Expenses)all documents, Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications work papers and other submissions material of each party hereto relating to the transactions contemplated hereby as to which termination has occurred shallhereby, to whether obtained before or after the extent practicable, be withdrawn from the Governmental Authority or other Person to which made.execution hereof; (b) all Information received by Buyer with respect to the Business, operations, assets or financial condition of CECity shall remain subject to the Confidentiality Agreement; and (c) notwithstanding the termination hereof, the Confidentiality Agreement and the following Sections of this Agreement shall remain in full force and effect: (i) If this Agreement is terminated: Section 4.16 and Section 5.4 (A) by Sellers pursuant relating to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(dbrokers), provided that, with respect (ii) the second sentence of Section 6.2 and the first sentence of Section 6.7 (relating to this clause confidentiality matters) (Biii) Section 10.13 (relating to certain expenses), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in (iv) this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;9.2 and (v) ARTICLE X.

Procedure and Effect of Termination. (a) If this This Agreement is terminated by either or both of Buyer or Sellers shall in no event terminate unless and until any and all amounts payable to Purchaser pursuant to Section 12.112.1 and Section 12.2 in connection with such proposed termination shall have been paid in full to Purchaser. In the event of termination and abandonment of the transactions contemplated hereby pursuant to Section 12.3, prompt written notice thereof shall forthwith be given to the other party parties to this Agreement and this Agreement shall terminate (subject to the provisions of this Section 12.4) and the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein: (ia) Except as set forth in Section 12.2(bupon request therefor, each party shall redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same; (b) below, none of the parties no party hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the any other party to this Agreement resulting from such termination except (other than i) that the provisions of Section 12.1, Section 12.2, this Section 12.4 and Section 9.3 shall remain in full force and effect and (ii) no party waives any claim or right against a breaching party to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which that such termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn results from the Governmental Authority or other Person to which made. (b) (i) If this Agreement is terminated: (A) breach by Sellers pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default a party hereto of any of its representations, warranties, covenants or obligations under agreements set forth in this Agreement; provided, then Sellers shall have however, that in the event Purchaser is entitled to receive the Termination Amount or the Bankruptcy Termination Amount, the right of Purchaser to receivereceive such amount shall constitute Purchaser's sole remedy for (and such amount shall constitute liquidated damages in respect of) any breach by any Seller of any of its representations, and warranties, covenants or agreements set forth in this Agreement; and (c) the DIP Facility shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages terminated or shall be the Piedmont Companies’ sole and exclusive remedy and shall be terminate in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;accordance with its terms.

Procedure and Effect of Termination. (a) If In the event of termination of this Agreement is terminated by either or both of Buyer or Sellers pursuant to Section 12.18.1 hereof, prompt written notice thereof shall forthwith be given to the other party and party, and, except as set forth in this Section 8.2, this Agreement shall terminate and be void and have no effect and the transactions contemplated hereby shall be abandoned without further action by and there shall be no Liability or obligation on the part of any party hereunder. For the avoidance of doubt, subject to the provisions of Section 9.7, prior to the termination of this Agreement, each party shall be entitled to seek specific performance of the parties hereto, but subject to and without limiting any obligations of the rights of the parties set forth in other party under this Agreement if a party is in default or breach the event of its representations, warranties, covenants or obligations under this Agreementan Intentional Breach. If this Agreement is terminated as provided herein: (i) Except as set forth in Section 12.2(beach party hereto will return or destroy, at the recipient party’s option, and will cause its agents (including attorneys and accountants) belowto return or destroy, none all documents, work papers and other material of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and (ii) All filings, applications and other submissions hereto relating to the transactions contemplated hereby as to which termination has occurred shallhereby, whether obtained before or after the execution hereof; (ii) all Information received by Buyer with respect to the extent practicablebusiness, be withdrawn from operations, Assets or financial condition of SEE or its Subsidiaries shall remain subject to the Governmental Authority or other Person Confidentiality Agreement in accordance with the terms thereof; (iii) notwithstanding the termination hereof, the Confidentiality Agreement, the Limited Guaranty, the following sections of this Agreement shall remain in full force and effect: (A) Section 3.17 and Section 4.9 relating to which madebrokers, (B) the second and third sentences of Section 5.2 relating to confidentiality matters, (C) Section 8.1 and this Section 8.2, and (E) Section 9.1, Section 9.5, Section 9.6, Section 9.7 (but only as it relates to another surviving provision), Section 9.8, Section 9.9, Section 9.12, Section 9.14, and Section 9.16. (b) Notwithstanding Section 8.2(a) or anything else in this Agreement, in the event that this Agreement is terminated (i) If this Agreement is terminated: (A) by Sellers pursuant to Section 12.1(c8.1(e) or pursuant to Section 8.1(f); or (Bii) by Sellers pursuant to Section 12.1(d8.1(b) at a time at which SEE would have been entitled to terminate pursuant to Section 8.1(e), provided that, with respect then Buyer shall pay to this clause SEE the Reverse Termination Fee by wire transfer of immediately available funds within two (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm which would be caused by Buyer’s breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and infeasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder. The parties agree that the liquidated damages provided in this Section are intended to limit the claims that the Piedmont Companies may have against Buyer;2) Business Days