Expenses and Other Fees. (a) Except as set forth in Section 7.01(b) and (c), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel.
(b) If this Agreement is terminated as a result of any breach of a representation, warranty, covenant or other agreement which is caused by the willful or intentional breach of a party hereto, such party shall be liable to the other for out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of lawyers, accountants and investment bankers, incurred by such other party in connection with the entering into of this Agreement and the carrying out of any and all acts contemplated hereunder (“Expenses”); provided, however, that the maximum amount Xxxxxx shall be liable to Franklin for Expenses pursuant to this Section 7.01(b) shall be $250,000, and the maximum amount Franklin shall be liable to Xxxxxx for Expenses pursuant to this Section 7.01(b) shall be $250,000. The payment of Expenses shall not constitute an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto at law.
(c) If Xxxxxx fails to complete the Merger after the occurrence of one of the following events and Franklin shall not be in material breach of this Agreement, Xxxxxx shall immediately pay Franklin a fee of eight hundred fifty thousand dollars ($850,000):
(i) A Person other than Franklin or an Affiliate of Franklin:
(A) Acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 15% or more of the then outstanding shares of Xxxxxx Common Stock; or
(B) Enters into an agreement, letter of intent or memorandum of understanding with Xxxxxx pursuant to which such Person or any Affiliate of such Person would:
(1) Merge or consolidate, or enter into any similar transaction, with Xxxxxx;
(2) Acquire all or substantially all of the assets or liabilities of Xxxxxx; or
(3) Acquire beneficial ownership of securities representing, or the right to acquire beneficial ownership of or to vote securities representing, 15% or more of the then outstanding shares of Xxxxxx Common Stock; or
(ii) Fulton authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement, letter of intent, or memorandum of understanding described in subsection (c)(i)(B) above; or
(iii) The Xx...
Expenses and Other Fees. (a) Except as set forth in Section 8.1(b), all costs and expenses incurred with this Agreement and the Contemplated Transaction, including fees and expenses of financial consultants, accountants and counsel, shall be paid by the party incurring such expense.
(b) If this Agreement is terminated, TF Financial shall pay National Penn a fee of Four Million Dollars ($4,000,000) under the following circumstances:
(i) National Penn terminates this Agreement pursuant to Section 7.1(c) hereof, so long as at the time of such termination National Penn is not in material breach of any representation, warranty or material covenant contained herein; or
(ii) TF Financial terminates this Agreement pursuant to Section 7.1(d) hereof; or
(iii) a person or group (as those terms are defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than National Penn or an Affiliate of National Penn enters into an agreement, letter of intent or memorandum of understanding with TF Financial which relates to an Acquisition Proposal;
(iv) TF Financial authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement, letter of intent or memorandum of understanding which relates to an Acquisition Proposal (other than pursuant to this Agreement); or
(v) the TF Financial shareholders vote but fail to approve this Agreement at the TF Financial Shareholders Meeting, or the TF Financial Shareholders Meeting is cancelled, if prior to the shareholder vote or cancellation:
(A) the Board of Directors of TF Financial shall have withdrawn or modified its recommendation that TF Financial shareholders approve this Agreement; or
(B) TF Financial shall have materially breached its obligation under Section 5.14(a) by failing to call, give notice of, convene and hold the TF Financial Shareholders Meeting in accordance with Section 5.14(a); and, in the case of both (A) and (B), prior thereto, (1) there has been an announcement of an Acquisition Proposal by a person or group (as those terms are defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than National Penn or an Affiliate of National Penn, and (2) in the instance where the TF Financial Shareholders meeting is held, such person or group shall have not withdrawn such Acquisition Proposal at least 20 days prior to the TF Financial Shareholders Meeting. The fee payable pursuant to this Section 8.1 shall be made by w...
Expenses and Other Fees. (a) Except as set forth in Section 8.01(b), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the Merger and the other transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel.
(b) If WFB fails to complete the Merger after the occurrence of one of the following events, and HNC shall not be in material breach of this Agreement, WFB shall within one Business Day of the event, pay HNC by wire transfer of immediately available funds a fee of Seven Million Dollars ($7,000,000):
(i) WFB terminates this Agreement pursuant to Section 7.01(c) hereof;
(ii) HNC terminates this Agreement pursuant to Section 7.01(d) hereof;
(iii) a Person or group (as that term is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC or an Affiliate of HNC, enters into an agreement, letter of intent or memorandum of understanding with WFB or any WFB Subsidiary which relates to an Acquisition Proposal;
(iv) WFB authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement to enter into an Acquisition Proposal; or
(v) the WFB shareholders fail to approve this Agreement at the WFB Shareholders Meeting, or the WFB Shareholders Meeting is cancelled, if prior to the shareholder vote or cancellation:
(A) the WFB Board of Directors shall have (x) failed to recommend approval of this Agreement by the shareholders of WFB, (y) withdrawn or modified its recommendation that WFB shareholders approve this Agreement or (z) recommended that the shareholders of WFB approve or accept an Acquisition Proposal with any Person other than HNC or an Affiliate of HNC; or
(B) WFB shall have materially breached its obligation under Section 5.08(a) by failing to call, give notice of, convene and hold the WFB Shareholders Meeting in accordance with Section 5.08(a);
(vi) the WFB Shareholders’ Meeting is cancelled, if prior to the cancellation any Person or group (as that terms is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC or an Affiliate of HNC, shall have publicly announced, communicated or made known its intention, whether or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) m...
Expenses and Other Fees. Except as set forth in, each Party hereto shall bear and pay all costs and expenses incurred by it in connection with the Contemplated Transactions, including fees and expenses of its own financial consultants, accountants and counsel.
Expenses and Other Fees. 41 7.2 Non-Survival of Representations and Warranties; Disclosure Schedules............................. 42 7.3 Amendment of this Agreement...................................................................... 42 7.4 Waiver........................................................................................... 42 7.5 Entire Agreement................................................................................. 43
Expenses and Other Fees. 38 11.3. Assignment..................................... 38 11.4. Remedies....................................... 38 11.5. Waiver of Jury Trial........................... 39 11.6. Severability................................... 39 11.7. Parties........................................ 39 11.8.
Expenses and Other Fees. The Company shall pay any and all expenses of the Purchasers (including reasonable expenses of their counsel) in connection with their decision to provide financing to the Company, the preparation and review of this Agreement and Ancillary Agreements and the consummation of the transactions in connection herewith, which expenses shall not exceed the sum of $17,500.00. Except with respect to Sands Brothers & Co., Ltd., who acted as a financial advisor to the Company in connection with this Transaction, there will be no fees or commissions due and owing by any of the parties hereto in connection with the Transaction, to any broker, finder, agent, adviser or third party.
Expenses and Other Fees. The fees and charges (“Fees”) payable by the Investor in respect of the use of the ASNB Robo Services shall be calculated based on the Net Asset Value (“NAV”) in the account accrued on a daily basis. ASNB reserves the right to change the Fees from time to time and will notify the Investor of any such changes via any means of communication deemed suitable by ASNB.
Expenses and Other Fees. Non-Survival of Representations and Warranties; Disclosure Schedules
Expenses and Other Fees. Except as provided in Section 5.15(b) (if the Closing occurs) and Section 7.02(b), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the Contemplated Transactions, including fees and expenses of its own attorneys, accountants and investment bankers
