COSTS AND EXPENSES; TERMINATION FEE. Except as set forth in Section 6.18 of this Agreement and as set forth below, whether or not the Corporate Merger is consummated, all costs and expenses incurred in connection with this Agreement, the Proxy Statement, the Registration Statement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. Notwithstanding the foregoing, in the event (i) the board of directors of CFKY or the Bank accepts in any manner an Acquisition Transaction prior to the earlier of (x) termination of this Agreement for any reason other than in connection with a breach of this Agreement by CFKY or the Bank, or (y) August 31, 2002, or (ii) the board of directors of CFKY fails to recommend to the shareholders of CFKY approval of the Agreement and the Agreement is rejected by the shareholders of CFKY; or (iii) no meeting of shareholders is held on or before December 31, 2001, other than for reasons beyond the control of CFKY, then CFKY shall pay to Camco $1,250,000 in immediately available federal funds, as follows: (A) in the case of the execution of any definitive agreement or letter of intent in respect of an Acquisition Transaction prior to the earlier of (x) termination of this Agreement for any reason other than in connection with a breach of this Agreement by CFKY or the Bank, or (y) August 31, 2002, such payment shall be made within two days of the execution of such agreement or letter of intent, (B) in the case of the disapproval by the shareholders of CFKY of this Agreement where the board of directors of CFKY has failed to recommend approval, such payment shall be made within two days after the date of the CFKY Shareholders Meeting, and (C) if no meeting of shareholders is held by December 31, 2001, other than for reasons beyond the control of CFKY, such payment to be made within two days after December 31, 2001.
COSTS AND EXPENSES; TERMINATION FEE. Whether or not the MERGER is consummated, all costs and expenses incurred in connection with this AGREEMENT, the JOINT PROXY STATEMENT, the REGISTRATION STATEMENT and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. WHFC and the BANK hereby agree that if this AGREEMENT is terminated as a result of a willful breach by WHFC or the BANK, then WHFC or the BANK shall promptly (and in any event within ten (10) business days after such termination) pay all reasonable EXPENSES of CAMCO in an amount not to exceed $250,000. CAMCO hereby agrees that if this AGREEMENT is terminated as a result of a willful breach by CAMCO, then CAMCO shall promptly (and in any event within ten (10) business days after such termination) pay all reasonable EXPENSES of the WHFC and the BANK in an amount not to exceed $250,000. For purposes of this Section 6.12, the "EXPENSES" of a party shall include all reasonable out-of-pocket expenses of that party (including all fees and expenses of counsel, accountants, financial advisors, experts and consultants to that party) incurred by it or on its behalf in connection with the consummation of the transactions contemplated by this AGREEMENT.
COSTS AND EXPENSES; TERMINATION FEE. (a) Except as provided in this Section 5.3, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including the Merger), including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party incurring such costs and expenses, whether or not the Merger is consummated. (b) The Company shall pay, or cause to be paid, in same day funds to Parent $10 million (the "Termination Fee"), under the circumstances and at the times set forth as follows: (i) if Parent terminates this Agreement under Section 7.1(d) the Company shall pay the Termination Fee upon demand; and (ii) if the Company terminates this Agreement under Section 7.1(e), the Company shall pay the Termination Fee simultaneously with such termination. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i) and at the time of such termination the condition set forth in Section 6.1(c) shall not have been fulfilled, then Parent shall reimburse the Company upon demand for all documented out-of-pocket fees and expenses incurred or paid by or on behalf of the Company in connection with this Agreement and the transactions contemplated hereby, including all fees and expenses of its counsel, financial advisor, accountant and other consultants and advisors; provided, however, that Parent shall not be obligated to make payments pursuant to this Section 5.3(c) in excess of $2 million in the aggregate. Section 5.4
COSTS AND EXPENSES; TERMINATION FEE. (a) All costs and expenses incurred in connection with this Agreement and the consummation of the Transactions shall be paid by the party incurring such expenses, except (i) that the costs and expenses of printing and mailing the Proxy Statement, and all filing and other fees paid to the SEC in connection with the Merger, shall be borne equally by Parent and the Company and (ii) as otherwise provided in Section 1.8(d) hereof.
COSTS AND EXPENSES; TERMINATION FEE. (a) Whether or not the MERGER is consummated, all costs and expenses incurred in connection with this AGREEMENT, LEADER SHAREHOLDER MEETING, the INFORMATION STATEMENT, and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
COSTS AND EXPENSES; TERMINATION FEE. (a) Except as provided in this Section 5.3, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including the Merger), including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party incurring such costs and expenses, whether or not the Merger is consummated.
COSTS AND EXPENSES; TERMINATION FEE
