Common use of Effect of Termination; Termination Fee Clause in Contracts

Effect of Termination; Termination Fee. (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment. (b) If, after the date of this Agreement, Kearny terminates this Agreement in accordance with Section 10.1(g) or Central Jersey terminates this Agreement pursuant to Section 10.1(h), Central Jersey shall be obligated to pay Kearny a fee of $2.8 million as an agreed-upon termination fee in immediately available funds within one (1) business day of such notice of termination (the “Termination Fee”). In addition, if, after a proposal for an Acquisition Transaction has been publicly announced by any person or entity, Kearny terminates this Agreement pursuant to Section 10.1(e)(ii), Central Jersey shall be obligated to pay Kearny a fee of $800,000 in immediately available funds within one business day of such notice of termination as reimbursement for its time and expenses associated with negotiating this Agreement, and if an Acquisition Transaction is consummated or a definitive agreement is entered into by Central Jersey relating to an Acquisition Transaction, in either case, within 15 months of the termination of this Agreement pursuant to Section 10.1(e)(ii), Central Jersey shall be obligated to pay Kearny the Termination Fee, less any amounts previously paid at the time this Agreement was terminated. (c) Central Jersey and Kearny agree that the Termination Fee is fair and reasonable in the circumstances. If a court of competent jurisdiction shall nonetheless, by a final, nonappealable judgment, determine that the amount of any such Termination Fee exceeds the maximum amount permitted by law, then the amount of such Termination Fee shall be reduced to the maximum amount permitted by law in the circumstances, as determined by such court of competent jurisdiction.

Effect of Termination; Termination Fee. (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.110.1 of this Agreement, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment. (b) If, after the date of this Agreement, Kearny (i) Central Jersey terminates this Agreement in accordance with Section 10.1(g), or (ii)(A) an Acquisition Proposal (as defined below) is offered, presented or proposed to Central Jersey or its shareholders, and thereafter this Agreement and the Merger are disapproved by Central Jersey or by the shareholders of Central Jersey, or (B) OceanFirst terminates this Agreement pursuant to Section 10.1(h10.1(f)(ii) hereof, (each of (i) and (ii) being a “Trigger Event”), then immediately upon the occurrence of a Trigger Event Central Jersey shall be obligated to pay Kearny OceanFirst or OceanFirst Bank a fee cash amount of $2.8 million 2,400,000 as an agreed-upon termination fee in immediately available funds within one (1) business day of such notice of termination to OceanFirst (the “Termination Fee”). In addition, if, after a proposal for an Acquisition Transaction has been publicly announced by ) in lieu of any person other damages or entity, Kearny terminates this Agreement pursuant to Section 10.1(e)(ii), Central Jersey shall be obligated to pay Kearny a fee of $800,000 in immediately available funds within one business day of such notice of termination as reimbursement for its time expenses incurred in negotiation and pursuit of the Agreement and the related transactions contemplated thereunder (including but not limited to fees and expenses of its legal counselors, investment advisors, accountants and related professionals and costs associated with negotiating this Agreement, such transaction and if an Acquisition Transaction is consummated or a definitive agreement is entered into by Central Jersey relating to an Acquisition Transaction, in either case, within 15 months of the termination of this Agreement pursuant to Section 10.1(e)(iiprocess), Central Jersey shall be obligated to pay Kearny the Termination Fee, less any amounts previously paid at the time this Agreement was terminated. (c) Central Jersey and Kearny OceanFirst agree that the Termination Fee is fair and reasonable in the circumstances. If a court of competent jurisdiction shall nonetheless, by a final, nonappealable judgment, determine that the amount of any such Termination Fee exceeds the maximum amount permitted by law, then the amount of such Termination Fee shall be reduced to the maximum amount permitted by law in the circumstances, as determined by such court of competent jurisdiction.