Common use of Breach; Remedies Clause in Contracts

Breach; Remedies. (a) Except as otherwise provided below, in the event of a breach by 1st Financial of any of its representations or warranties contained in Article III of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then AB&T’s sole rights and remedies shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by AB&T due to a failure by 1st Financial to perform any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, to obtain reimbursement from 1st Financial for up to (but not more than) $250,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by AB&T. (b) Likewise, and except as otherwise provided below, in the event of a breach by AB&T of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then 1st Financial’s sole rights and remedies shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by 1st Financial due to a failure by AB&T to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, to obtain reimbursement from AB&T for up to (but not more than) $250,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by 1st Financial. (c) Notwithstanding any provision of this Agreement to the contrary, if any party to this Agreement breaches this Agreement by willfully or intentionally failing to perform or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties described in Paragraph 6.04, together with other damages recoverable at law or in equity.

Appears in 3 contracts

Samples: Merger Agreement (1st Financial Services CORP), Merger Agreement (1st Financial Services CORP), Merger Agreement (AB&T Financial CORP)

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Breach; Remedies. (a) Except as otherwise provided below, (i) in the event of a breach by 1st Financial ACB of any of its representations or warranties contained in Article III of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then AB&TFNB’s sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by AB&T FNB due to a failure by 1st Financial ACB to perform any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then ACB shall be obligated to obtain reimbursement from 1st Financial reimburse FNB for up to (but not more than) $250,000 150,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by AB&T.FNB. (b) Likewise, and except as otherwise provided below, (i) in the event of a breach by AB&T FNB of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then 1st FinancialACB’s sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by 1st Financial ACB due to a failure by AB&T FNB to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then FNB shall be obligated to obtain reimbursement from AB&T reimburse ACB for up to (but not more than) $250,000 150,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by 1st FinancialACB, plus the amount set forth in Paragraph 10.16 hereof, should the provisions of that Paragraph be applicable. (c) Notwithstanding any provision of this Agreement to the contrary, if any party to this Agreement breaches this Agreement by willfully or intentionally failing to perform or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties described in Paragraph 6.04, together with other damages recoverable at law or in equity.

Appears in 2 contracts

Samples: Merger Agreement (American Community Bancshares Inc), Merger Agreement (FNB Bancshares Inc /Sc/)

Breach; Remedies. (a) Except as otherwise provided below, (i) in the event of a material breach by 1st Financial Anson of any of its representations or warranties contained in Article III II of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of its failure to perform or a violation of any of its obligations, agreements or covenants contained in Articles V IV or VI of this Agreement, then AB&T’s (subject to Anson's limited right to notice of default and opportunity to cure provided in Paragraph 8.02.a. above) Uwharrie's sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Anson Heritage Merger Effective Time as provided in Paragraph 8.02(a) 8.02.a. above, or, in the case of a failure to perform or a violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by AB&T due Uwharrie, then Anson shall be obligated to reimburse Uwharrie for up to (but not more than) $100,000 in expenses described in Paragraph 6.04. which actually have been incurred by it and Anson will be required to pay Uwharrie $200,000 as liquidated damages in full compensation of all other harm suffered by Uwharrie as a result of such termination. Likewise, and except as otherwise provided below, (i) in the event of a material breach by Uwharrie of any of its representations or warranties contained in Article III of this Agreement, or in the event of its failure by 1st Financial to perform or a violation of any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then (subject to obtain reimbursement from 1st Financial for up Uwharrie's limited right to (but not more than) $250,000 in expenses described notice of default and opportunity to cure provided in Paragraph 6.04 which actually have been incurred 8.02.b. above) Anson's sole right and are reasonably documented by AB&T. (b) Likewise, and except as otherwise provided below, in the event of a breach by AB&T of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then 1st Financial’s sole rights and remedies remedy shall be (i) to terminate this Agreement prior to the Anson Heritage Merger Effective Time as provided in Paragraph 8.02(b) 8.02.b. above, or, in the case of a failure to perform or a violation of any obligations, agreements or covenants, to seek specific performance thereof; and and, (ii) in the event of any such termination of this Agreement by 1st Financial due Anson, then Uwharrie shall be obligated to a failure by AB&T to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, to obtain reimbursement from AB&T reimburse Anson for up to (but not more than) $250,000 100,000 in expenses described in Paragraph 6.04 6.04. which actually have been incurred by it and are reasonably documented Uwharrie will be required to pay Anson $200,000 as liquidated damages in full compensation of all other harm suffered by 1st Financial. (c) Anson as a result of such termination. Notwithstanding any provision of this Agreement anything contained herein to the contrary, if any party to this Agreement breaches this Agreement by willfully or intentionally failing to perform or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties party(ies) described in Paragraph 6.04., together with other damages recoverable at law or in equity.

Appears in 2 contracts

Samples: Merger Agreement (Uwharrie Capital Corp), Merger Agreement (Anson Bancorp Inc)

Breach; Remedies. (a) Except as otherwise provided below, : (i) in the event of a breach by 1st Financial Yadkin of any of its representations or warranties contained in Article III of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then AB&T’s HC Financial's and High Country's sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a8.02 (a) or, in the alternative, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by AB&T HC Financial or High Country due to a failure by 1st Financial Yadkin to perform any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then Yadkin shall be obligated to obtain reimbursement from 1st reimburse HC Financial and High Country for up to (but not more than) $250,000 150,000 in expenses described in Paragraph 6.04 which actually have been incurred by HC Financial and are reasonably documented by AB&T.High Country. (b) Likewise, and except Except as otherwise provided below, : (i) in the event of a breach by AB&T HC Financial or High Country of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then 1st Financial’s Yadkin's sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) ), or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by 1st Financial Yadkin due to a failure by AB&T HC Financial or High Country to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then HC Financial or High Country shall be obligated to obtain reimbursement from AB&T reimburse Yadkin for up to (but not more than) $250,000 150,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by 1st FinancialYadkin, plus the amount set forth in Paragraph 8.03(c) below, should the provisions of that Paragraph be applicable. (c) As a condition of Yadkin's willingness, and in order to induce Yadkin to enter into this Agreement and to reimburse Yadkin for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, HC Financial hereby agrees to pay Yadkin and Yadkin shall be entitled to payment of a fee of $1,000,000 (the "Fee"), if this Agreement is terminated for the reason specified in Paragraph 8.02 (a) (vii). The Fee shall be due and payable to Yadkin at the time HC Financial or High Country takes any of the actions described in Paragraph 4.02(j)(iii) or (iv) within 12 months after termination of this Agreement and shall be in addition to any amounts payable by HC Financial pursuant to subparagraph (b) above. If demand for payment of the Fee is made pursuant to this Paragraph 8.03(c) and payment is timely made, then Yadkin will not have any other rights or claims against HC Financial or High Country and their officers, directors, attorneys and financial advisors under this Agreement, it being agreed that the acceptance of the Fee under this Paragraph 8.03(c) and the payment due under Paragraph 8.03(b) will constitute the sole and exclusive remedy of Yadkin against HC Financial and High Country. (d) Notwithstanding any provision of this Agreement to the contrary, if any party to this Agreement breaches this Agreement by willfully or intentionally failing to perform or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties described in Paragraph 6.04, together with and (except as contemplated in Paragraph 8.02(a)vii)) such other damages as may be recoverable at law or in equity.

Appears in 1 contract

Samples: Merger Agreement (High Country Financial Corp)

Breach; Remedies. (a) Except as otherwise provided below, (i) in the event of a breach by 1st Financial Corporation of any of its representations or warranties contained in Article III of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then AB&T’s Community Bank's sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a8.02 (a) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by AB&T Community Bank due to a failure by 1st Financial Corporation to perform any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then Financial Corporation shall be obligated to obtain reimbursement from 1st Financial reimburse Community Bank for up to (but not more than) $250,000 150,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by AB&T.Community Bank. (b) Likewise, and except as otherwise provided below, (i) in the event of a breach by AB&T Community Bank of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then 1st Financial’s Financial Corporation's sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) ), or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by 1st Financial Corporation due to a failure by AB&T Community Bank to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then Community Bank shall be obligated to obtain reimbursement from AB&T reimburse Financial Corporation for up to (but not more than) $250,000 150,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by 1st FinancialFinancial Corporation, plus the amount set forth in Paragraph 10.16 hereof, should the provisions of that Paragraph be applicable. (c) Notwithstanding any provision of this Agreement to the contrary, if any party to this Agreement breaches this Agreement by willfully or intentionally failing to perform or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties described in Paragraph 6.04, together with other damages recoverable at law or in equity.

Appears in 1 contract

Samples: Share Exchange Agreement (Southern Community Financial Corp)

Breach; Remedies. (a) Except as otherwise provided below, (i) in the event of a breach by 1st Financial Holdings of any of its representations or warranties contained in Article III of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then AB&TBank of Richmond’s sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by AB&T Bank of Richmond due to a failure by 1st Financial Holdings to perform any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then Financial Holdings shall be obligated to obtain reimbursement from 1st Financial reimburse Bank of Richmond for up to (but not more than) $250,000 150,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by AB&T.Bank of Richmond. (b) Likewise, and except as otherwise provided below, (i) in the event of a breach by AB&T Bank of Richmond of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then 1st Financial’s Financial Holdings’ sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) ), or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by 1st Financial Holdings due to a failure by AB&T Bank of Richmond to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then Bank of Richmond shall be obligated to obtain reimbursement from AB&T reimburse Financial Holdings for either: (x) up to (but not more than) $250,000 150,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by 1st FinancialFinancial Holdings; or (y) the amount set forth in Paragraph 10.16 hereof, should the provisions of that Paragraph be applicable. (c) Notwithstanding any provision of this Agreement to the contrary, if any party to this Agreement breaches this Agreement by willfully or intentionally failing to perform its obligations under this Agreement or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties described in Paragraph 6.04, together with other damages recoverable at law or in equity.

Appears in 1 contract

Samples: Merger Agreement (Gateway Financial Holdings Inc)

Breach; Remedies. (a) Except as otherwise provided below, (i) in the event of a breach by 1st Financial BNC of any of its representations or warranties contained in Article III of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements agreements, representations, warranties or covenants contained in Articles V or VI of this Agreement, then AB&TSSB’s sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by AB&T SSB due to a failure by 1st Financial BNC to perform any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then BNC shall be obligated to obtain reimbursement from 1st Financial reimburse SSB for up to (but not more than) $250,000 150,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by AB&T. (b) SSB. Likewise, and except as otherwise provided below, (i) in the event of a breach by AB&T SSB of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements agreements, representations, warranties or covenants contained in Articles IV or VI of this Agreement, then 1st FinancialBNC’s sole rights and remedies shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) ), or, in the alternative in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by 1st Financial BNC due to a failure by AB&T SSB to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then SSB shall be obligated to obtain reimbursement from AB&T reimburse BNC for up to (but not more than) $250,000 150,000 in expenses described in Paragraph 6.04 which actually have been incurred by BNC and are reasonably documented by 1st Financialthe Fee (as defined below). (ci) Notwithstanding As a condition of BNC’s willingness, and in order to induce BNC to enter into this Agreement and to reimburse BNC for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, SSB hereby agrees to pay BNC and BNC shall be entitled to payment of a fee of $1,250,000 (the “BNC Fee”), if this Agreement is terminated by either SSB or BNC because of a breach by SSB of Paragraph 4.02(j)(iii) or (iv). The BNC Fee shall be due and payable to BNC at the time SSB completes any of the transactions contemplated in Paragraphs 4.02(j)(iii) or (iv) within twelve (12) months after termination of this Agreement and such BNC Fee shall be in addition to any amounts payable by SSB pursuant to subparagraph (a) above. If demand for payment of the BNC Fee is made pursuant to this Paragraph 8.03 and payment is timely made, then BNC will not have any other rights or claims against SSB and its officers, directors, attorneys and financial advisors under this Agreement, it being agreed that the acceptance of the BNC Fee under this Paragraph 8.03(b)(i) and any payment due under Paragraph 8.03(a) will constitute the sole and exclusive remedy of BNC against SSB for breach of Paragraph 4.02(j). (ii) As a condition of SSB’s willingness, and in order to induce SSB to enter into this Agreement and to reimburse SSB for incurring the costs and expenses related to this Agreement and consummating the transactions contemplated by this Agreement, BNC agrees to pay SSB and SSB shall be entitled to payment of a fee of $1,250,000 (the “SSB Fee”), if this Agreement is terminated by either SSB or BNC because of a breach by BNC of Paragraphs 5.02 (g)(iii) or (iv). The SSB Fee at the time BNC completes any of the transactions contemplated in Paragraph 5.02(g)(iii) or (iv) within twelve (12) months after termination of this Agreement and such SSB Fee shall be in addition to any amounts payable by BNC pursuant to subparagraph (a) above. If demand for payment of the SSB Fee is made pursuant to this Paragraph 8.03 and payment is timely made, then SSB will not have any other rights or claims against BNC and its officers, directors, attorneys and financial advisors under this Agreement, it being agreed that the acceptance of the SSB Fee under this Paragraph 8.03(b)(ii) and any payment due under Paragraph 8.03(a) will constitute the sole and exclusive remedy of SSB against BNC for breach of Paragraph 4.02(g). Except for subparagraphs (b)(i) and (b)(ii) above, notwithstanding any other provision of this Agreement to the contrary, if any party to this Agreement breaches this Agreement by willfully or intentionally failing to perform or violating any of its obligations, agreements agreements, representations, warranties or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties party described in Paragraph 6.04, together with other damages recoverable at law or in equity.

Appears in 1 contract

Samples: Merger Agreement (BNC Bancorp)

Breach; Remedies. (a) Except as otherwise provided belowin this Paragraph 8.03, and subject to Paragraph 8.04, (i) in the event of a breach by 1st Financial Xxxxxxxx of any of its representations or warranties contained in Article III II of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of Xxxxxxxx’x failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then BOC’s sole right and remedy shall be to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a); and (ii) in the event of any such termination of this Agreement by BOC due to a failure by Xxxxxxxx to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then Xxxxxxxx shall be obligated to reimburse BOC and BOCC for up to (but not more than) $300,000 in expenses described in Paragraph 6.11 which actually have been incurred by BOC and BOCC. (b) Likewise, and except as otherwise provided in this Paragraph 8.03, and subject to Paragraph 8.04, (i) in the event of a breach by BOC of any of its representations or warranties contained in Article III of this Agreement, or in the event of BOC’s failure to perform or violation of any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then AB&T’s Xxxxxxxx’x sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof8.02(b); and (ii) in the event of any such termination of this Agreement by AB&T Xxxxxxxx due to a failure by 1st Financial BOC to perform any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then BOC shall be obligated to obtain reimbursement from 1st Financial reimburse Xxxxxxxx for up to (but not more than) $250,000 300,000 in expenses described in Paragraph 6.04 6.11 which actually have been incurred and are reasonably documented by AB&T. (b) Likewise, and except as otherwise provided below, in the event of a breach by AB&T of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then 1st Financial’s sole rights and remedies shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by 1st Financial due to a failure by AB&T to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, to obtain reimbursement from AB&T for up to (but not more than) $250,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by 1st FinancialXxxxxxxx. (c) Notwithstanding subparagraphs 8.02(a) and 8.02(b), or any other provision of this Agreement to the contrary, : (i) if any either party to this Agreement breaches this Agreement by willfully or intentionally failing to perform or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such that party shall be obligated to pay all expenses of the other parties described in Paragraph 6.04, together with other damages recoverable 6.11; and, (ii) either party shall be entitled to commence a suit at law for the purposes of (A) obtaining appropriate equitable relief in the event of a violation, or in equityimminent violation, by the other party of Section 6.04 above, or (B) enforcing the indemnification obligation of the other party under Article IX of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Bank of the Carolinas CORP)

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Breach; Remedies. (a) Except as otherwise provided belowherein, (i) in the event of a breach by 1st Financial CNB of any of its representations or warranties contained in Article III II of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of CNB's failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, MFC's sole right and remedy shall be to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a); and (ii) in the event of any such termination of this Agreement by MFC due to a failure by CNB to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement for reasons reasonably within its control, CNB shall be obligated to reimburse MFC for up to (but not more than) $300,000 in expenses described in Paragraph 6.11 which actually have been incurred by MFC. (b) Except as otherwise provided herein, (i) in the event of a breach by MFC of any of its representations or warranties contained in Article III of this Agreement, or in the event of MFC's failure to perform or violation of any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then AB&T’s CNB's sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof8.02(b); and (ii) in the event of any such termination of this Agreement by AB&T CNB due to a failure by 1st Financial MFC to perform any of its obligations, agreements or covenants contained in Articles V or VI of this AgreementAgreement for reasons reasonably within its control, MFC shall be obligated to obtain reimbursement from 1st Financial reimburse CNB for up to (but not more than) $250,000 300,000 in expenses described in Paragraph 6.04 6.11 which actually have been incurred and are reasonably documented by AB&T. (b) Likewise, and except as otherwise provided below, in the event of a breach by AB&T of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then 1st Financial’s sole rights and remedies shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by 1st Financial due to a failure by AB&T to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, to obtain reimbursement from AB&T for up to (but not more than) $250,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by 1st FinancialCNB. (c) Notwithstanding subparagraphs 8.02(a) and 8.02(b), or any other provision of this Agreement to the contrary, : (i) if any either party to this Agreement breaches this Agreement by willfully or intentionally and without justification failing to perform or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties described in Paragraph 6.046.11, together with other damages recoverable at law or in equity; and, (ii) either party shall be entitled to commence a suit at law for the purposes of (A) obtaining appropriate equitable relief in the event of a violation, or imminent violation, by the other party of Section 6.04 above, or (B) enforcing the indemnification obligation of the other party under Article IX of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (CNB Holdings Inc)

Breach; Remedies. (a) Except as otherwise provided belowherein, (i) in the event of a breach by 1st Financial CNB of any of its representations or warranties contained in Article III II of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of CNB's failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, MFC's sole right and remedy shall be to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a); and (ii) in the event of any such termination of this Agreement by MFC due to a failure by CNB to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement for reasons reasonably within its control, CNB shall be obligated to reimburse MFC for up to (but not more than) $300,000 in expenses described in Paragraph 6.11 which actually have been incurred by MFC. (b) Except as otherwise provided herein, (i) in the event of a breach by MFC of any of its representations or warranties contained in Article III of this Agreement, or in the event of MFC's failure to perform or violation of any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then AB&T’s CNB's sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof8.02(b); and (ii) in the event of any such termination of this Agreement by AB&T CNB due to a failure by 1st Financial MFC to perform any of its obligations, agreements or covenants contained in Articles V or VI of this AgreementAgreement for reasons reasonably within its control, MFC shall be obligated to obtain reimbursement from 1st Financial reimburse CNB for up to (but not more than) $250,000 300,000 in expenses described in Paragraph 6.04 6.11 which actually have been incurred and are reasonably documented by AB&T. (b) Likewise, and except as otherwise provided below, in the event of a breach by AB&T of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then 1st Financial’s sole rights and remedies shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by 1st Financial due to a failure by AB&T to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, to obtain reimbursement from AB&T for up to (but not more than) $250,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by 1st FinancialCNB. (c) Notwithstanding subparagraphs 8.02(a) and 8.02(b), or any other provision of this Agreement to the contrary, : (i) if any either party to this Agreement breaches this Agreement by willfully or intentionally and without justification failing to perform or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties described in Paragraph 6.046.11, together with other damages recoverable at law or in equity; and, EXHIBIT 2.2 (ii) either party shall be entitled to commence a suit at law for the purposes of (A) obtaining appropriate equitable relief in the event of a violation, or imminent violation, by the other party of Section 6.04 above, or (B) enforcing the indemnification obligation of the other party under Article IX of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Mountainbank Financial Corp)

Breach; Remedies. (a) Except as otherwise provided below, (I) in the ---------------- event of a breach by 1st Financial First Savings of any of its representations or warranties contained in Article III II of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles V IV or VI of this Agreement, then AB&T’s BancShares' sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a) 8.02.a above or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (iiII) in the event of any such termination of this Agreement by AB&T BancShares due to a failure by 1st Financial First Savings to perform or of any of its obligations, agreements or covenants contained in Articles V IV or VI of this Agreement, then First Savings shall be obligated to obtain reimbursement from 1st Financial reimburse BancShares for up to (but not more than) $250,000 100,000 in expenses described in Paragraph 6.04 6.03 which actually have been incurred and are reasonably documented by AB&T. (b) BancShares. Likewise, and except as otherwise provided below, (I) in the event of a breach by AB&T BancShares of any of its representations or warranties contained in Article II III of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV V or VI of this Agreement, then 1st Financial’s First Savings' sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) 8.02.b above, or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (iiII) in the event of any such termination of this Agreement by 1st Financial First Savings due to a failure by AB&T BancShares to perform or of any of its obligations, agreements or covenants contained in Articles IV V or VI of this Agreement, then BancShares shall be obligated to obtain reimbursement from AB&T reimburse First Savings for up to (but not more than) $250,000 100,000 in expenses described in Paragraph 6.04 6.03 which actually have been incurred and are reasonably documented by 1st Financial. (c) First Savings. Notwithstanding any provision of this Agreement anything contained herein to the contrary, if any either party to this Agreement breaches this Agreement by willfully wilfully or intentionally failing to perform or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties party described in Paragraph 6.046.03, together with other damages recoverable at law or in equity.

Appears in 1 contract

Samples: Merger Agreement (First Savings Financial Corp)

Breach; Remedies. (a) Except as otherwise provided below, (i) in the event of a breach by 1st Financial Yadkin of any of its representations or warranties contained in Article III of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then AB&T’s Main Street's and Piedmont's sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a8.02 (a) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by AB&T Main Street or Piedmont due to a failure by 1st Financial Yadkin to perform any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then Yadkin shall be obligated to obtain reimbursement from 1st Financial reimburse Main Street and Piedmont for up to (but not more than) $250,000 200,000 in expenses described in Paragraph 6.04 which actually have been incurred by Main Street and are reasonably documented by AB&T. (b) Piedmont. Likewise, and except as otherwise provided below, (i) in the event of a breach by AB&T Main Street or Piedmont of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then 1st Financial’s Yadkin's sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) ), or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by 1st Financial Yadkin due to a failure by AB&T Main Street or Piedmont to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then Main Street or Piedmont shall be obligated to obtain reimbursement from AB&T reimburse Yadkin for up to (but not more than) $250,000 200,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by 1st Financial. (c) Yadkin, plus the amount set forth in Paragraph 10.16 hereof, should the provisions of that Paragraph be applicable. Notwithstanding any provision of this Agreement to the contrary, if any party to this Agreement breaches this Agreement by willfully or intentionally failing to perform or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties described in Paragraph 6.04, together with other damages recoverable at law or in equity.

Appears in 1 contract

Samples: Merger Agreement (Main Street Bankshares Inc)

Breach; Remedies. (a) Except as otherwise provided below, (i) in the event of a breach by 1st Financial Cardinal of any of its representations or warranties contained in Article III II of this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of Cardinal's failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then MFC's sole right and remedy shall be to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a); and (ii) in the event of any such termination of this Agreement by MFC due to a failure by Cardinal to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then Cardinal shall be obligated to reimburse MFC for up to (but not more than) $[500,000] in expenses described in Paragraph 6.11 which actually have been incurred by MFC. (b) Likewise, and except as otherwise provided in this Paragraph 8.03, (i) in the event of a breach by MFC of any of its representations or warranties contained in Article III of this Agreement, or in the event of MFC's failure to perform or violation of any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then AB&T’s Cardinal's sole rights right and remedies remedy shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(a) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof8.02(b); and (ii) in the event of any such termination of this Agreement by AB&T Cardinal due to a failure by 1st Financial MFC to perform any of its obligations, agreements or covenants contained in Articles V or VI of this Agreement, then MFC shall be obligated to obtain reimbursement from 1st Financial reimburse Cardinal for up to (but not more than) $250,000 [500,000] in expenses described in Paragraph 6.04 6.11 which actually have been incurred and are reasonably documented by AB&T. (b) Likewise, and except as otherwise provided below, in the event of a breach by AB&T of any of its representations or warranties contained in Article II of this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, then 1st Financial’s sole rights and remedies shall be (i) to terminate this Agreement prior to the Effective Time as provided in Paragraph 8.02(b) or, in the case of a failure to perform or violation of any obligations, agreements or covenants, to seek specific performance thereof; and (ii) in the event of any such termination of this Agreement by 1st Financial due to a failure by AB&T to perform any of its obligations, agreements or covenants contained in Articles IV or VI of this Agreement, to obtain reimbursement from AB&T for up to (but not more than) $250,000 in expenses described in Paragraph 6.04 which actually have been incurred and are reasonably documented by 1st FinancialCardinal. (c) Notwithstanding subparagraphs 8.02(a) and 8.02(b), or any other provision of this Agreement to the contrary, : (i) if any party to this Agreement breaches this Agreement by willfully or intentionally failing to perform or violating any of its obligations, agreements or covenants contained in Articles IV, V or VI of this Agreement, such party shall be obligated to pay all expenses of the other parties described in Paragraph 6.046.11, together with other damages recoverable at law or in equity; and, (ii) either party shall be entitled to commence a suit at law for the purposes of (A) obtaining appropriate equitable relief in the event of a violation, or EXHIBIT 2.1 imminent violation, by the other party of Section 6.04 above, or (B) enforcing the indemnification obligation of the other party under Article IX of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Mountainbank Financial Corp)

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