If the Merger Agreement is terminated, in certain circumstances related to a Change of Recommendation or terminated for the Beazer Board to accept a Superior Proposal, then Beazer shall pay to the Company a termination fee of $31.3 million. Beazer may also be required to pay a termination fee to the Company if an Acquisition Proposal is publicly announced or made known to the Beazer Board, if the Merger Agreement is terminated for a failure to close by the Outside Date or because Beazer breached its representations or warranties or failed to perform any of its covenants that was not cured, and within 12 months after such termination, Beazer enters into a definitive agreement in respect of the Acquisition Proposal and such transaction is consummated.