Common use of Expenses and Other Fees Clause in Contracts

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is cancelled, if prior to the shareholder vote or cancellation: (A) the Board of Directors of TF Financial shall have withdrawn or modified its recommendation that TF Financial shareholders approve this Agreement; or (B) TF Financial shall have materially breached its obligation under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Penn, and (2) in the instance where the TF Financial Shareholders meeting is held, such person or group shall have not withdrawn such Acquisition Proposal at least 20 days prior to the TF Financial Shareholders Meeting.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 wire transfer of immediately available funds at the time of termination. TF Financial and National Penn acknowledge that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, National Penn would not enter into this Agreement.

Expenses and Other Fees. (a) Except as set forth in Section 8.1(b8.01(b), each party hereto shall bear and pay all costs and expenses incurred by it in connection with this Agreement the Merger and the Contemplated Transactionother transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel, shall be paid by the party incurring such expense. (b) If KNBT fails to complete the Merger after the occurrence of one of the following events, and NPB shall not be in material breach of this Agreement is terminatedAgreement, TF Financial KNBT shall within one Business Day of the event, pay National Penn NPB a fee of Four Twenty Million Dollars ($4,000,000) under the following circumstances:20,000,000): (i) National Penn KNBT terminates this Agreement pursuant to Section 7.1(c7.01(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 Person or group (as those terms are that term is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than National Penn NPB or an Affiliate of National Penn NPB, enters into an agreement, letter of intent or memorandum of understanding with TF Financial KNBT or any KNBT Subsidiary which relates to an Acquisition Proposal;; or (iviii) TF Financial KNBT 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 agreement to enter into an Acquisition Proposal (other than pursuant to this Agreement)Proposal; or (viv) the TF Financial KNBT shareholders vote but fail to approve this Agreement at the TF Financial KNBT Shareholders Meeting, or the TF Financial KNBT Shareholders Meeting is cancelled, if prior to the shareholder vote or cancellation: (A) the KNBT Board of Directors of TF Financial shall have (x) failed to recommend approval of this Agreement by the shareholders of KNBT, (y) withdrawn or modified its recommendation that TF Financial KNBT shareholders approve this AgreementAgreement or (z) recommended that the shareholders of KNBT approve or accept an Acquisition Proposal with any Person other than NPB or an Affiliate of NPB; or (B) TF Financial KNBT shall have materially breached its obligation under Section 5.14(a5.08(a) by failing to call, give notice of, convene and hold the TF Financial KNBT Shareholders Meeting in accordance with Section 5.14(a5.08(a); and, in the case of both or (AC) and (B), prior thereto, (1) there has been an announcement of an Acquisition Proposal by a person any Person or group (as those that terms are is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than National Penn NPB or an Affiliate of National PennNPB, and (2) in the instance where the TF Financial Shareholders meeting is held, such person or group shall have publicly announced, communicated or made know its intention, whether or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn such Acquisition Proposal announcement, communication or intention at least 20 days prior to the TF Financial KNBT Shareholders Meeting. The fee payable pursuant to this Section 8.1 shall be made by wire transfer of immediately available funds at the time of termination. TF Financial and National Penn acknowledge that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, National Penn would not enter into this Agreement.

Expenses and Other Fees. (a) Except as set forth in Section 8.1(b8.01(b), each party hereto shall bear and pay all costs and expenses incurred by it in connection with this Agreement and the Contemplated TransactionTransactions, including fees and expenses of its own financial consultants, accountants and counsel. For the purpose of this Section, the costs of printing and distribution of the Prospectus/Proxy Statement shall be paid proportionally borne by the party incurring such expenseparties. (b) If within 300 days after FNB fails to complete the Merger or fails to obtain approval of the Merger at the FNB Shareholders' Meeting, whichever occurs first, after the occurrence of one of the following events and Tower shall not be in material breach of this Agreement is terminatedAgreement, TF Financial FNB shall immediately pay National Penn Tower a fee of Four Million Dollars one million three hundred fifty thousand dollars ($4,000,000) under the following circumstances:1,350,000.00): (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 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 Tower or an Affiliate of National Penn enters Tower: (A) Acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or more of the then outstanding shares of FNB Common Stock; or (B) Enters into an agreement, letter of intent or memorandum of understanding with TF Financial FNB pursuant to which relates to an Acquisition Proposalsuch person or group or any affiliate of such person or group would: (1) Merge or consolidate, or enter into any similar transaction, with FNB; (iv2) TF Financial Acquire all or substantially all of the assets or liabilities of FNB; or (3) Acquire beneficial ownership of securities representing, or the right to acquire beneficial ownership or to vote securities representing, 25% or more of the then outstanding shares of FNB Common Stock; or (ii) FNB authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement, letter of intent intent, or memorandum of understanding which relates to an Acquisition Proposal described in subsection (other than pursuant to this Agreement)b)(i)(B) above; or (viii) the TF Financial The FNB shareholders vote but fail to approve this Agreement the Merger at the TF Financial FNB Shareholders Meeting, or the TF Financial FNB Shareholders Meeting is cancelled, if prior to the shareholder vote or cancellation: (A) the The FNB Board of Directors of TF Financial shall have withdrawn or modified its recommendation that TF Financial FNB shareholders approve and adopt 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 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 Tower or an Affiliate of National PennTower, and of an offer or proposal to acquire 25% or more of the FNB Common Stock then outstanding, or to acquire, merge, or consolidate with FNB, or to purchase all or substantially all of FNB's assets and, within eighteen (218) in the instance where the TF Financial Shareholders meeting is heldmonths of such announcement, such FNB enters into an agreement with any person or group (or those terms as defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder) to acquire, merge, or consolidate with FNB or to purchase all or substantially all of FNB's assets; (C) Any one or more directors or executive officers of FNB or other persons who have signed a Voting Agreement have failed to maintain continued ownership of less than 90% of the shares of FNB Common Stock over which he, she or they exercise sole or shared voting power (as identified on his, her or their signed Voting Agreements), as required by such signed Voting Agreements, as of the date of the Voting Agreement; or (D) Any director or executive officer of FNB or other person who has signed a Voting Agreement shall have not withdrawn failed to vote at the FNB Shareholders Meeting the shares of FNB Common Stock over which he or she exercises sole or shared voting power (as identified on his or her signed Voting Agreement), as required by such Acquisition Proposal at least 20 days prior to the TF Financial Shareholders Meeting. The fee payable signed Voting Agreement. (iv) This Agreement is terminated pursuant to this Section 8.1 shall be made by wire transfer of immediately available funds at the time of termination. TF Financial and National Penn acknowledge that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, National Penn would not enter into this Agreement7.01 (d) or (e).

Expenses and Other Fees. (a) Except as set forth in Section 8.1(b7.01(b), each party hereto shall bear and pay all costs and expenses incurred by it in connection with this Agreement and the Contemplated TransactionTransactions, including fees and expenses of its own financial consultants, accountants and counsel, shall be paid by the party incurring such expense. (b) If HomeTowne fails to complete the Interim Merger after the occurrence of one of the following events, and NPB shall not be in material breach of this Agreement is terminatedAgreement, TF Financial HomeTowne shall immediately pay National Penn NPB a fee of Four Two Million Dollars ($4,000,000) under the following circumstances:2,000,000): (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 NPB or an Affiliate of National Penn NPB: (A) acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or more of the then outstanding shares of HomeTowne Common Stock; or (B) enters into an agreement, letter of intent or memorandum of understanding with TF Financial HomeTowne pursuant to which relates to an Acquisition Proposalsuch person or group or any affiliate of such person or group would: (1) merge or consolidate, or enter into any similar transaction, with HomeTowne; (iv2) TF Financial acquire all or substantially all of the assets or liabilities of HomeTowne; or (3) acquire beneficial ownership of securities representing, or the right to acquire beneficial ownership or to vote securities representing, 25% or more of the then outstanding shares of HomeTowne Common Stock; or (ii) HomeTowne 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 described in subsection (other than pursuant to this Agreement)b)(i)(B) above; or (viii) the TF Financial HomeTowne shareholders vote but fail to approve this Agreement the Interim Merger at the TF Financial HomeTowne Shareholders Meeting, or the TF Financial HomeTowne Shareholders Meeting is cancelled, if prior to the shareholder vote or cancellation: (A) the HomeTowne Board of Directors of TF Financial shall have withdrawn or modified its recommendation that TF Financial HomeTowne 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 NPB or an Affiliate of National PennNPB, of an offer or proposal to acquire 10% or more of the HomeTowne Common Stock then outstanding, or to acquire, merge, or consolidate with HomeTowne, or to purchase all or substantially all of HomeTowne's assets; or (C) any director or officer of HomeTowne or other person who has signed a Letter Agreement shall have failed to maintain continued ownership of, and (2) in to vote at 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 HomeTowne Shareholders Meeting. The fee payable pursuant to this Section 8.1 shall be made , the shares of HomeTowne Common Stock over which he or she exercises sole or shared voting power (as identified on his or her signed Letter Agreement), as required by wire transfer of immediately available funds at the time of termination. TF Financial and National Penn acknowledge that the agreements contained in this Section 8.1 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, National Penn would not enter into this such signed Letter Agreement.