Common use of Effect of Termination and Abandonment; Enforcement of Agreement Clause in Contracts

Effect of Termination and Abandonment; Enforcement of Agreement. (a) In the event of termination of this Agreement pursuant to Section 8.01, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (i) Section 6.16, this Section 8.02, and Article IX shall survive any termination of this Agreement; and (ii) notwithstanding anything to the contrary contained in this Agreement, except as set forth in Section 8.02(c) and (d), neither Peoples nor Limestone shall be relieved or released from any liabilities or damages arising out of its fraud or willful and material breach of any provision of this Agreement occurring prior to termination, and termination of this Agreement will not relieve a breaching party from liability for any breach of any covenant, agreement, representation or warranty of this Agreement (A) giving rise to such termination and (B) resulting from any willful and material breach or fraud. (b) In the event that: (i) (A) after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management or the Limestone Board or has been made directly to the Limestone shareholders generally or any Person shall have publicly announced (and, in each case, not unconditionally withdrawn) an Acquisition Proposal with respect to Limestone, and thereafter this Agreement is terminated by Peoples pursuant to Section 8.01(b) as a result of a willful breach by Limestone; and (B) prior to the date that is twelve (12) months after the date of the termination of this Agreement, Limestone enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Limestone shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), a fee equal to $8,300,000 (the “Termination Fee”); and (ii) this Agreement is terminated by Limestone or Peoples pursuant to Section 8.01(f), then Limestone shall pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), the Termination Fee no later than two (2) business days after the termination of this Agreement. (c) Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraud, in the event that this Agreement is terminated as provided in Section 8.01 under circumstances where the Termination Fee is payable to Peoples, and paid in full by Limestone pursuant to this Section 8.02, the payment of such Termination Fee shall be the sole and exclusive remedy available to Peoples and the maximum aggregate liability of Limestone with respect to this Agreement and the transactions contemplated by this Agreement, and Limestone shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Peoples or any of its Affiliates or Representatives. (d) Each party acknowledges that the agreements contained in Section 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party would not enter into this Agreement; accordingly, if Limestone fails promptly to pay a Termination Fee owed hereunder, and, in order to obtain the payment Peoples commences a suit which results in a judgment against Limestone for payment of any such amount, Limestone shall pay the costs and expenses of Peoples (including reasonable attorneys’ fees and expenses) in connection with the suit. In addition, if Limestone fails to pay the Termination Fee as and when due hereunder, then Limestone shall pay interest on the overdue amounts (for the period commencing as of the date that the overdue amount was originally required to be paid and ending on the date that the overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” (as published in the Wall Street Journal) in effect on the date on which the payment was required to be made for the period commencing as of the date that the overdue amount was originally required to be paid. The Termination Fee constitutes liquidated damages and not a penalty, and, except in the case of fraud, shall be (together with the amounts specified in this Section 8.02(d)) the sole monetary remedy of Peoples in the event of a termination of this Agreement specified in the section under circumstances where the Termination Fee is payable and is paid in full.

Effect of Termination and Abandonment; Enforcement of Agreement. (a) In the event of termination of this Agreement pursuant to Section 8.01, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (i) Section 6.16, this Section 8.02, and Article IX shall survive any termination of this Agreement; and (ii) notwithstanding anything to the contrary contained in this Agreement, except as set forth in Section 8.02(c) and (d), neither Peoples LCNB nor Limestone CNNB shall be relieved or released from any liabilities or damages arising out of its fraud or willful and material breach of any provision of this Agreement occurring prior to termination, and termination of this Agreement will not relieve a breaching party from liability for any breach of any covenant, agreement, representation or warranty of this Agreement (A) giving rise to such termination and (B) resulting from any willful and material breach or fraud. (b) In the event that: (i) (A) after the date of this Agreement and prior to the termination of this AgreementCNNB Meeting, a bona fide Acquisition Proposal shall have been made known to senior management or the Limestone CNNB Board or has been made directly to the Limestone CNNB shareholders generally or any Person shall have publicly announced (and, in each case, not unconditionally withdrawn) an Acquisition Proposal with respect to LimestoneCNNB, and thereafter this Agreement is terminated by Peoples LCNB pursuant to Section 8.01(b) as a result of a willful breach by LimestoneCNNB; and (B) prior to the date that is twelve (12) months after the date of the termination of this Agreement, Limestone CNNB enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Limestone CNNB shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay PeoplesLCNB, by wire transfer 63 of same day funds (to an account designated in writing by PeoplesLCNB), a fee equal to $8,300,000 2,000,000 (the “Termination Fee”); and (ii) this Agreement is terminated by Limestone CNNB or Peoples LCNB pursuant to Section 8.01(f), then Limestone CNNB shall pay PeoplesLCNB, by wire transfer of same day funds (to an account designated in writing by PeoplesLCNB), the Termination Fee no later than two (2) business days after the termination of this Agreement. (c) Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraud, in the event that this Agreement is terminated as provided in Section 8.01 under circumstances where the Termination Fee is payable to Peoples, and paid in full by Limestone pursuant to this Section 8.02, the payment of such Termination Fee shall be the sole and exclusive remedy available to Peoples and the maximum aggregate liability of Limestone with respect to this Agreement and the transactions contemplated by this Agreement, and Limestone shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Peoples or any of its Affiliates or Representatives. (d) Each party acknowledges that the agreements contained in Section 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party would not enter into this Agreement; accordingly, if Limestone CNNB fails promptly to pay a Termination Fee owed hereunderFee, and, in order to obtain the payment Peoples LCNB commences a suit which results in a judgment against Limestone CNNB for payment of any such amount, Limestone CNNB shall pay the costs and expenses of Peoples LCNB (including reasonable attorneys’ fees and expenses) in connection with the suit. In addition, if Limestone CNNB fails to pay the Termination Fee as and when due hereunderFee, then Limestone CNNB shall pay interest on the overdue amounts (for the period commencing as of the date that the overdue amount was originally required to be paid and ending on the date that the overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” (as published in the Wall Street Journal) in effect on the date on which the payment was required to be made for the period commencing as of the date that the overdue amount was originally required to be paid. The Termination Fee constitutes liquidated damages and not a penalty, and, except in the case of fraudfraud or willful and material breach of this Agreement, shall be (together with the amounts specified in this Section 8.02(d)) the sole monetary remedy of Peoples LCNB in the event of a termination of this Agreement specified in the section this Section 8.02 under circumstances where the Termination Fee is payable and is paid in full.

Effect of Termination and Abandonment; Enforcement of Agreement. (a) In the event of termination of this Agreement pursuant to Section 8.01, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (i) Section 6.16, this Section 8.02, and Article IX shall survive any termination of this Agreement; and (ii) notwithstanding anything to the contrary contained in this Agreement, except as set forth in Section 8.02(c) and (d), neither Peoples Civista nor Limestone Comunibanc shall be relieved or released from any liabilities or damages arising out of its fraud or willful and material breach of any provision of this Agreement occurring prior to termination, and termination of this Agreement will not relieve a breaching party from liability for any breach of any covenant, agreement, representation or warranty of this Agreement (A) giving rise to such termination and (B) resulting from any willful and material breach or fraud. (b) In the event that: (i) (A) after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management or the Limestone Comunibanc Board or has been made directly to the Limestone Comunibanc shareholders generally or any Person shall have publicly announced (and, in each case, not unconditionally withdrawn) an Acquisition Proposal with respect to LimestoneComunibanc, and (1) this Agreement is terminated by either Civista or Comunibanc pursuant to Section 8.01(f), or (2) thereafter this Agreement is terminated by Peoples Civista pursuant to Section 8.01(b) as a result of a willful breach by LimestoneComunibanc; and (B) prior to the date that is twelve (12) months after the date of the termination of this Agreement, Limestone Comunibanc enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Limestone Comunibanc shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay PeoplesCivista, by wire transfer of same day funds (to an account designated in writing by PeoplesCivista), a fee equal to $8,300,000 2,008,000 (the “Termination Fee”); and (ii) this Agreement is terminated by Limestone Comunibanc or Peoples Civista pursuant to Section 8.01(f), then Limestone Comunibanc shall pay PeoplesCivista, by wire transfer of same day funds (to an account designated in writing by PeoplesCivista), the Termination Fee no later than two (2) business days after the termination of this Agreement. (c) Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraudfraud or willful and material breach of any provision of this Agreement, in the event that this Agreement is terminated as provided in Section 8.01 under circumstances where the Termination Fee is payable to Peoples, Civista and paid in full by Limestone Comunibanc pursuant to this Section 8.02, the payment of such Termination Fee shall be the sole and exclusive remedy available to Peoples Civista and the maximum aggregate liability of Limestone Comunibanc with respect to this Agreement and the transactions contemplated by this Agreement, and Limestone Comunibanc shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Peoples Civista or any of its Affiliates or Representatives. (d) Each party Comunibanc acknowledges that the agreements contained in Section 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party Civista would not enter into this Agreement; accordingly, if Limestone Comunibanc fails promptly to pay a Termination Fee owed hereunderFee, and, in order to obtain the payment Peoples Civista commences a suit which results in a judgment against Limestone Comunibanc for payment of any such amount, Limestone Comunibanc shall pay the costs and expenses of Peoples Civista (including reasonable attorneys’ fees and expenses) in connection with the suit. In addition, if Limestone Comunibanc fails to pay the Termination Fee as and when due hereunderFee, then Limestone Comunibanc shall pay interest on the overdue amounts (for the period commencing as of the date that the overdue amount was originally required to be paid and ending on the date that the overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” (as published in the Wall Street Journal) in effect on the date on which the payment was required to be made for the period commencing as of the date that the overdue amount was originally required to be paid. The Termination Fee constitutes liquidated damages and not a penalty, and, except in the case of fraudfraud or willful and material breach of this Agreement, shall be (together with the amounts specified in this Section 8.02(d)) the sole monetary remedy of Peoples Civista in the event of a termination of this Agreement specified in the section under circumstances where the Termination Fee is payable and is paid in full.

Effect of Termination and Abandonment; Enforcement of Agreement. (a) In the event of termination of this Agreement pursuant to Section 8.01, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (i) Section 6.16, this Section 8.02, and Article IX shall survive any termination of this Agreement; and (ii) notwithstanding anything to the contrary contained in this Agreement, except as set forth in Section 8.02(c) and (d), neither Peoples LCNB nor Limestone EFBI shall be relieved or released from any liabilities or damages arising out of its fraud or willful and material breach of any provision of this Agreement occurring prior to termination, and termination of this Agreement will not relieve a breaching party from liability for any breach of any covenant, agreement, representation or warranty of this Agreement (A) giving rise to such termination and (B) resulting from any willful and material breach or fraud. (b) In the event that: (i) (A) after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management or the Limestone EFBI Board or has been made directly to the Limestone EFBI shareholders generally or any Person shall have publicly announced (and, in each case, not unconditionally withdrawn) an Acquisition Proposal with respect to LimestoneEFBI, and thereafter this Agreement is terminated by Peoples LCNB pursuant to Section 8.01(b) as a result of a willful breach by LimestoneEFBI; and (B) prior to the date that is twelve (12) months after the date of the termination of this Agreement, Limestone EFBI enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Limestone EFBI shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay PeoplesLCNB, by wire transfer of same day funds (to an account designated in writing by PeoplesLCNB), a fee equal to $8,300,000 1,025,000 (the “Termination Fee”); and (ii) this Agreement is terminated by Limestone EFBI or Peoples LCNB pursuant to Section 8.01(f), then Limestone EFBI shall pay PeoplesLCNB, by wire transfer of same day funds (to an account designated in writing by PeoplesLCNB), the Termination Fee no later than two (2) business days after the termination of this Agreement. (c) Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraud, in the event that this Agreement is terminated as provided in Section 8.01 under circumstances where the Termination Fee is payable to Peoples, and paid in full by Limestone pursuant to this Section 8.02, the payment of such Termination Fee shall be the sole and exclusive remedy available to Peoples and the maximum aggregate liability of Limestone with respect to this Agreement and the transactions contemplated by this Agreement, and Limestone shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Peoples or any of its Affiliates or Representatives. (d) Each party acknowledges that the agreements contained in Section 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party would not enter into this Agreement; accordingly, if Limestone EFBI fails promptly to pay a Termination Fee owed hereunderFee, and, in order to obtain the payment Peoples LCNB commences a suit which results in a judgment against Limestone EFBI for payment of any such amount, Limestone EFBI shall pay the costs and expenses of Peoples LCNB (including reasonable attorneys’ fees and expenses) in connection with the suit. In addition, if Limestone EFBI fails to pay the Termination Fee as and when due hereunderFee, then Limestone EFBI shall pay interest on the overdue amounts (for the period commencing as of the date that the overdue amount was originally required to be paid and ending on the date that the overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” (as published in the Wall Street Journal) in effect on the date on which the payment was required to be made for the period commencing as of the date that the overdue amount was originally required to be paid. The Termination Fee constitutes liquidated damages and not a penalty, and, except in the case of fraudfraud or willful and material breach of this Agreement, shall be (together with the amounts specified in this Section 8.02(d8.02(c)) the sole monetary remedy of Peoples LCNB in the event of a termination of this Agreement specified in the section this Section 8.02 under circumstances where the Termination Fee is payable and is paid in full.

Effect of Termination and Abandonment; Enforcement of Agreement. (a) In the event of termination of this Agreement pursuant to Section 8.01, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (i) Section 6.16, this Section 8.02, and Article IX shall survive any termination of this Agreement; and (ii) notwithstanding anything to the contrary contained in this Agreement, except as set forth in Section 8.02(c) and (d), neither Peoples nor Limestone Premier Financial shall be relieved or released from any liabilities or damages arising out of its fraud or willful and material breach of any provision of this Agreement occurring prior to termination, and termination of this Agreement will not relieve a breaching party from liability for any breach of any covenant, agreement, representation or warranty of this Agreement (A) giving rise to such termination and (B) resulting from any willful and material breach or fraud. (b) In the event that: (i) (A) after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management or the Limestone Premier Financial Board or has been made directly to the Limestone Premier Financial shareholders generally or any Person shall have publicly announced (and, in each case, not unconditionally withdrawn) an Acquisition Proposal with respect to LimestonePremier Financial, and (1) this Agreement is terminated by either Peoples or Premier Financial pursuant to Section 8.01(f), or (2) thereafter this Agreement is terminated by Peoples pursuant to Section 8.01(b) as a result of a willful breach by LimestonePremier Financial; and (B) prior to the date that is twelve (12) months after the date of the termination of this Agreement, Limestone Premier Financial enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Limestone Premier Financial shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), a fee equal to $8,300,000 11,000,000 (the “Termination Fee”); and (ii) this Agreement is terminated by Limestone Premier Financial or Peoples pursuant to Section 8.01(f), then Limestone Premier Financial shall pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), the Termination Fee no later than two (2) business days after the termination of this Agreement. (c) Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraudfraud or willful and material breach of any provision of this Agreement, in the event that this Agreement is terminated as provided in Section 8.01 under circumstances where the Termination Fee is payable to Peoples, Peoples and paid in full by Limestone Premier Financial pursuant to this Section 8.02, the Table of Contents payment of such Termination Fee shall be the sole and exclusive remedy available to Peoples and the maximum aggregate liability of Limestone Premier Financial with respect to this Agreement and the transactions contemplated by this Agreement, and Limestone Premier Financial shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Peoples or any of its Affiliates or Representatives. (d) Each party Premier Financial acknowledges that the agreements contained in Section 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party Peoples would not enter into this Agreement; accordingly, if Limestone Premier Financial fails promptly to pay a Termination Fee owed hereunderFee, and, in order to obtain the payment Peoples commences a suit which results in a judgment against Limestone Premier Financial for payment of any such amount, Limestone Premier Financial shall pay the costs and expenses of Peoples (including reasonable attorneys’ fees and expenses) in connection with the suit. In addition, if Limestone Premier Financial fails to pay the Termination Fee as and when due hereunderFee, then Limestone Premier Financial shall pay interest on the overdue amounts (for the period commencing as of the date that the overdue amount was originally required to be paid and ending on the date that the overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” (as published in the Wall Street Journal) in effect on the date on which the payment was required to be made for the period commencing as of the date that the overdue amount was originally required to be paid. The Termination Fee constitutes liquidated damages and not a penalty, and, except in the case of fraudfraud or willful and material breach of this Agreement, shall be (together with the amounts specified in this Section 8.02(d)) the sole monetary remedy of Peoples in the event of a termination of this Agreement specified in the section under circumstances where the Termination Fee is payable and is paid in full.

Effect of Termination and Abandonment; Enforcement of Agreement. (a) In the event of termination of this Agreement pursuant to Section 8.01, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (i) Section 6.16, this Section 8.02, and Article IX shall survive any termination of this Agreement; and (ii) notwithstanding anything to the contrary contained in this Agreement, except as set forth in Section 8.02(c) and (d), neither Peoples City nor Limestone Citizens shall be relieved or released from any liabilities or damages arising out of its fraud or willful and material breach of any provision of this Agreement occurring prior to termination, and termination of this Agreement will not relieve a breaching party from liability for any breach of any covenant, agreement, representation or warranty of this Agreement (A) giving rise to such termination and (B) resulting from any willful and material breach or fraud. (b) In the event that: : (i) (Ai)(A) after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management or the Limestone Citizens Board or has been made directly to the Limestone Citizens shareholders generally or any Person shall have publicly announced (and, in each case, not unconditionally withdrawn) an Acquisition Proposal with respect to Limestone, and thereafter this Agreement is terminated by Peoples City pursuant to Section 8.01(b) as a result of a willful breach by LimestoneCitizens; and (B) prior to the date that is twelve (12) months after the date of the termination of this Agreement, Limestone Citizens enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Limestone Citizens shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay PeoplesCity, by wire transfer of same day funds (to an account designated in writing by Peoples), a fee equal to $8,300,000 (the “Termination Fee”); and (ii) this Agreement is terminated by Limestone or Peoples pursuant to Section 8.01(f), then Limestone shall pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), the Termination Fee no later than two (2) business days after the termination of this Agreement.an (c) Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraud, in the event that this Agreement is terminated as provided in Section 8.01 under circumstances where the Termination Fee is payable to Peoples, City and paid in full by Limestone Citizens pursuant to this Section 8.02, the payment of such Termination Fee shall be the sole and exclusive remedy available to Peoples City and the maximum aggregate liability of Limestone Citizens with respect to this Agreement and the transactions contemplated by this Agreement, and Limestone Citizens shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Peoples City or any of its Affiliates or Representatives. . (d) Each party Citizens acknowledges that the agreements contained in Section 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party City would not enter into this Agreement; accordingly, if Limestone . If Citizens fails promptly to pay a Termination Fee owed hereunder, and, in order to obtain the payment Peoples after demand and City commences a suit which to obtain payment then (i) if the suit results in a judgment against Limestone Citizens for payment of any such amountthe Termination Fee, Limestone Citizens shall pay the costs and expenses of Peoples City (including reasonable attorneys’ fees and expenses) in connection with the suit and (ii) if the suit results in a judgment that Citizens is not liable for such payment, City shall pay the costs and expenses of Citizens (including reasonable attorneys’ fees and expenses) in connection with the suit. In addition, if Limestone Citizens fails to pay the Termination Fee as and when due hereunderFee, then Limestone Citizens shall pay interest on the overdue amounts (for the period commencing as of the date that the overdue amount was originally required to be paid and ending on the date that the overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” (as published in the Wall Street Journal) in effect on the date on which the payment was required to be made for the period commencing as of the date that the overdue amount was originally required to be paid. The Termination Fee constitutes liquidated damages and not a penalty, and, except in the case of fraud, shall be (together with the amounts specified in this Section 8.02(d)) the sole monetary remedy of Peoples City in the event of a termination of this Agreement specified in the section under circumstances where the Termination Fee is payable and is paid in full. ARTICLE IX Miscellaneous 9.

Effect of Termination and Abandonment; Enforcement of Agreement. (a) In the event of termination of this Agreement pursuant to Section 8.01, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (i) Section 6.16, this Section 8.02, and Article IX shall survive any termination of this Agreement; and (ii) notwithstanding anything to the contrary contained in this Agreement, except as set forth in Section 8.02(c) and (d), neither Peoples nor Limestone Premier Financial shall be relieved or released from any liabilities or damages arising out of its fraud or willful and material breach of any provision of this Agreement occurring prior to termination, and termination of this Agreement will not relieve a breaching party from liability for any breach of any covenant, agreement, representation or warranty of this Agreement (A) giving rise to such termination and (B) resulting from any willful and material breach or fraud. (b) In the event that: (i) (A) after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management or the Limestone Premier Financial Board or has been made directly to the Limestone Premier Financial shareholders generally or any Person shall have publicly announced (and, in each case, not unconditionally withdrawn) an Acquisition Proposal with respect to LimestonePremier Financial, and (1) this Agreement is terminated by either Peoples or Premier Financial pursuant to Section 8.01(f), or (2) thereafter this Agreement is terminated by Peoples pursuant to Section 8.01(b) as a result of a willful breach by LimestonePremier Financial; and (B) prior to the date that is twelve (12) months after the date of the termination of this Agreement, Limestone Premier Financial enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Limestone Premier Financial shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), a fee equal to $8,300,000 11,000,000 (the “Termination Fee”); and (ii) this Agreement is terminated by Limestone Premier Financial or Peoples pursuant to Section 8.01(f), then Limestone Premier Financial shall pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), the Termination Fee no later than two (2) business days after the termination of this Agreement. (c) Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraudfraud or willful and material breach of any provision of this Agreement, in the event that this Agreement is terminated as provided in Section 8.01 under circumstances where the Termination Fee is payable to Peoples, Peoples and paid in full by Limestone Premier Financial pursuant to this Section 8.02, the payment of such Termination Fee shall be the sole and exclusive remedy available to Peoples and the maximum aggregate liability of Limestone Premier Financial with respect to this Agreement and the transactions contemplated by this Agreement, and Limestone Premier Financial shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Peoples or any of its Affiliates or Representatives. (d) Each party Premier Financial acknowledges that the agreements contained in Section 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party Peoples would not enter into this Agreement; accordingly, if Limestone Premier Financial fails promptly to pay a Termination Fee owed hereunderFee, and, in order to obtain the payment Peoples commences a suit which results in a judgment against Limestone Premier Financial for payment of any such amount, Limestone Premier Financial shall pay the costs and expenses of Peoples (including reasonable attorneys’ fees and expenses) in connection with the suit. In addition, if Limestone Premier Financial fails to pay the Termination Fee as and when due hereunderFee, then Limestone Premier Financial shall pay interest on the overdue amounts (for the period commencing as of the date that the overdue amount was originally required to be paid and ending on the date that the overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” (as published in the Wall Street Journal) in effect on the date on which the payment was required to be made for the period commencing as of the date that the overdue amount was originally required to be paid. The Termination Fee constitutes liquidated damages and not a penalty, and, except in the case of fraudfraud or willful and material breach of this Agreement, shall be (together with the amounts specified in this Section 8.02(d)) the sole monetary remedy of Peoples in the event of a termination of this Agreement specified in the section under circumstances where the Termination Fee is payable and is paid in full.