Termination. This Agreement shall be terminated and the Early Call Option Notice shall be rescinded at any time after November 19, 2021 but prior to the consummation of the Early Call Option Closing # at 5:00 p.m. on the second Business Day after the date of delivery by the Class B Member of a Class B Member Termination Notice, but only if the NEP Member does not deliver a Cash Increase Notice prior to such time, or # immediately upon delivery by the NEP Member of a NEP Member Revocation. In the event of any termination of this Agreement pursuant to this paragraph (l), this Agreement and the Early Call Option Notice shall be null and void, the terms of Section 7.02 of the LLC Agreement and the Registration Rights Agreement shall be reinstated in their entirety as in effect immediately prior to the date hereof, without any modification or other effect as a result of this Agreement or otherwise, and, for the avoidance of doubt, NEP Member shall be entitled to exercise the Call Option in accordance with the terms of Section 7.02 of the LLC Agreement as so reinstated, and there shall be no liability on the part of any Party to any other Party and all rights and obligations of any Party shall cease, except that nothing herein shall relieve any Party from liability for any breach of this Agreement.

Termination. This Agreement may be terminated by the Purchaser by written notice to the other party, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

Termination. The Executive’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances:

Termination. The Transaction Parties may, together, terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least thirty (30) days from the date of such notice. In the event of such termination, the Transaction Parties shall, within thirty (30) days of such notice, jointly appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by each of the Transaction Parties, turn over to such successor escrow agent all of the Escrow Funds; provided, however, that if Transaction Parties fail to appoint a successor escrow agent within such thirty (30) day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement.

Termination. This Agreement shall terminate automatically and be of no further force or effect, without any notice or other action by any Person, upon the first to occur of # the valid termination of the Purchase Agreement in accordance with its terms, # the Closing, and # the mutual written consent of all of the parties hereto. Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, that solely in the event of a termination of this Agreement pursuant to [clause (i) above], # nothing set forth in this Section 5.2 shall relieve any party from liability for any willful and material breach of this Agreement prior to termination hereof and # the provisions of this Article V shall survive any termination of this Agreement.

TERMINATION. The Option Agreement is hereby terminated concurrently with the execution of this Agreement, and the Parties shall have no further obligations to each other under the Option Agreement, and the Option Agreement shall be of no further force and effect. In connection with such termination, neither Party shall be liable to the other Party for any termination payments. The Parties agree to take any and all actions necessary to effect this termination.

Termination. Unless terminated earlier pursuant to the terms of this Agreement, # the rights, duties and obligations under [Sections 4, 6 and 7] will terminate immediately prior to the closing of the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act, # notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) will terminate upon the closing of a Deemed Liquidation Event as defined in the Company’s Restated Charter, as amended from time to time and # notwithstanding anything to the contrary herein, Section 1, Section 2, Section 3, Section 4.1.2 and this [Section 8] will survive any termination of this Agreement.

If Employee’s employment is terminated by the Company without Cause (as defined below), or if Employee terminates his employment for Reasonable Basis (as defined below), then the Company shall, in exchange for Employee’s execution of a general release and waiver of claims against the Company as of the termination date in a form reasonably acceptable to the Company, # pay Employee, as severance, an amount equal to Employee’s Base Salary for a period of twelve (12) months following the date such general release and waiver of claims is executed by Employee and delivered to the Company; provided, however, that in the event the time period for Employee to execute and deliver an irrevocable general release and waiver of claims spans two taxable years, the first severance payment shall not be paid to the Employee until the second taxable year; and # pay Employee an amount equal to the Company’s monthly share of health insurance premium payments for the Employee, as in effect for other executive officers of the Company, on a monthly basis during the period when Employee is paid severance under (i) and (ii) collectively, “Severance Payments”). The Severance Payments shall be made in accordance with the Company’s customary payroll practices, and all payments described above shall be subject to all applicable Deductions. The Company shall provide Employee with the form of general release and waiver described above not later than thirty (30) days after the termination of this Agreement and Employee shall have a maximum of thirty (30) days to sign the general release and waiver.

Termination. This Agreement and any Rider may be terminated in whole or in part:

Termination. Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date, as follows: