In the event that this Agreement is terminated (x) by the Seller or the Company (i) pursuant to Section 9.1(c)(ii) , and if as of the date of termination (A) the condition set forth in Section 7.1(b) has not been satisfied, including but not limited to the waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act is still pending as of such date of termination (or the condition set forth in Section 7.1(a) has not been satisfied as the result of a Prohibitive Order issued to enforce any antitrust or competition law of the United States of America) and (B) all other conditions to closing have been, or are readily capable of being, satisfied, or (ii) pursuant to Section 9.1(b) as the result of a Prohibitive Order issued to enforce any antitrust or competition law of the United States of America that has become final and nonappealable, or (y) by the Purchaser pursuant to Section 9.1(d)(ii) , then the Purchaser shall promptly, but in no event later than two days after the date of such termination, pay the Seller an expense reimbursement in the agreed amount of $4,000,000 (the “ Payment ”) in cash by wire transfer of immediately available funds to an account to be indicated by the Seller. Notwithstanding anything to the contrary in this Agreement, the parties agree that if this Agreement is terminated under circumstances in which Purchaser is obligated to pay the Payment under this Section 9.3 and the Payment is actually paid in full, the payment of the Payment shall be the sole and exclusive remedy available to the Seller with respect to this Agreement and the transactions contemplated herein, and, upon payment of the Payment pursuant to this Section 9.3 , the Purchaser and its Affiliates and their respective directors, officers, employees, shareholders and other representatives shall have no further liability with respect to this Agreement or the transactions contemplated herein to the Seller or any of their respective Affiliates or representatives. Each of the parties hereto acknowledges that the Payment is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Seller in the circumstances in which such Payment is due and payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. In no event shall Purchaser be entitled to payment of the Payment on more than one occasion.