Common use of Expenses and Termination Fee Clause in Contracts

Expenses and Termination Fee. (a) Except as otherwise provided in this Section 7.3, the Company on the one hand, and Acquiror, Acquiror Sub and the Continuing Stockholders (collectively the "Acquiror Parties"), on the other hand, shall bear their own fees and expenses in connection with the negotiation and performance of this Agreement and the Partnership Merger Agreement, and the consummation of the Merger and the transactions contemplated hereby (including the Offer) and thereby, provided that as of the Closing the Company shall pay or reimburse the Acquiror Parties for all their fees and expenses to the extent they have not been paid or reimbursed under subsection (b) below. (b) The Company agrees to pay or reimburse the Acquiror Parties, promptly following receipt of reasonable supporting documentation, for up to $400,000 of their fees and expenses incurred in connection with the negotiation and performance of this Agreement and the Partnership Merger Agreement, and the consummation of the transactions contemplated hereby (excluding the Offer) and thereby, including any and all fees and expenses of accountants, financial advisors, attorneys and consultants engaged by the Acquiror Parties or by any persons or entities proposing to provide financing, as well as points, charges for interest rate protection, fees or cost reimbursements paid or owed to the financing sources of the Acquiror Parties. Such payment or reimbursement by the Company shall be nonrefundable, except that Acquiror Parties will refund any such amounts paid or reimbursed by the Company in the event they materially breach their obligations under this Agreement. (c) If the Company terminates this Agreement pursuant to Section 7.1(iv) or (vii), or if Acquiror terminates this Agreement pursuant to Section 7.1(iii) or (x), then the Company shall (A) pay to Acquiror, within two business days, in immediately available funds, the sum of $750,000, and (B) promptly upon receipt, but in no event later than two business days following receipt, of reasonable supporting documentation, pay or reimburse Acquiror Parties for all their reasonable fees and expenses, to the extent unpaid, in connection with the negotiation and performance of this Agreement and the Partnership Merger Agreement, and the consummation of the transactions contemplated hereby (excluding the Offer) and thereby, including any and all reasonable fees and expenses of accountants, financial advisors, attorneys and consultants engaged by the Acquiror Parties or by any persons or entities proposing to provide financing, as well as points, fees or cost reimbursements paid or owed to the financing sources of the Acquiror Parties. If Acquiror terminates this Agreement pursuant to Section 7.1(vi) and such Company Material Adverse Effect was caused by a Force Majeure Event (as defined below), then the Company shall pay or reimburse Acquiror Parties for 50% of their reasonable fees and expenses to the extent set forth in clause (B) of this subsection (c). The Company's payment of the termination fee and other fees and expenses set forth in this subsection (c) shall be the sole and exclusive remedy of Acquiror against the Company and any of its Subsidiaries, and their respective directors, officers, employees, agents, advisors or other representatives in respect of the occurrence giving rise to such payment.

Expenses and Termination Fee. (a) Except as otherwise provided herein, all expenses incurred by First Federal and the Company in connection with or related to the authorization, preparation and execution of this Section 7.3Agreement, the Company on solicitation of stockholder approvals and all other matters related to the one handclosing of the transactions contemplated thereby, and Acquirorincluding, Acquiror Sub and without limitation of the Continuing Stockholders (collectively generality of the "Acquiror Parties")foregoing, on the other hand, shall bear their own all fees and expenses in connection with of agents, financial advisors, representatives, counsel and accountants employed by either such party or its Affiliates, shall be borne solely and entirely by the negotiation and performance of this Agreement and party that has incurred the Partnership Merger Agreement, and the consummation of the Merger and the transactions contemplated hereby (including the Offer) and thereby, provided that as of the Closing the Company shall pay or reimburse the Acquiror Parties for all their fees and expenses to the extent they have not been paid or reimbursed under subsection (b) belowsame. (b) The Company Mid-Iowa also hereby agrees to pay First Federal, and First Federal shall be entitled to payment of, a fee (the "Fee") of $1.4 million, upon the occurrence of any of the following events on or reimburse before the Acquiror Partiesearlier of the date this Agreement is terminated or August 31, promptly following receipt 1999: (i) if the Board of reasonable supporting documentationDirectors of the Company recommends a Superior Proposal and thereafter (A) the Company Shareholders' Meeting shall not have been held or shall have been postponed, for up delayed or enjoined prior to $400,000 of their fees and expenses incurred in connection with the negotiation and performance termination of this Agreement and or (B) the Partnership Merger Company's shareholders do not approve this Agreement; (ii) if the Board of Directors of the Company withdraws or modifies its recommendation of approval of this Agreement, and thereafter (A) the consummation Company Shareholders' Meeting shall not have been held or shall have been postponed, delayed or enjoined prior to termination of this Agreement or (B) the Company's shareholders do not approve this Agreement; (iii) if the Company's shareholders do not approve this Agreement after a Superior Proposal is made and within twelve (12) months thereafter the Company enters into a definitive agreement to be merged into or acquired by another entity (provided, however, that Mid-Iowa shall pay all Expenses of First Federal, as defined in Section 6.7. hereof, in an amount not to exceed $250,000, within five business days following rejection of this Agreement by Company shareholders); (iv) if the Company or Mid-Iowa enters into an agreement to be acquired by any other party; or (v) if the Company both (1) fails to receive the opinion of its financial advisor that the Merger is fair to the Company's shareholders from a financial point of view, and such failure occurs after a Superior Proposal is made, and (2) the Reorganization is not consummated. With the exception of the transactions contemplated hereby payment under subparagraph (excluding the Offeriii) and therebyabove, including any and all fees and expenses of accountants, financial advisors, attorneys and consultants engaged by the Acquiror Parties or by any persons or entities proposing to provide financing, as well as points, charges for interest rate protection, fees or cost reimbursements paid or owed to the financing sources of the Acquiror Parties. Such payment or reimbursement by the Company which shall be nonrefundable, paid within five business days following the Company's execution of a definitive agreement of merger or acquisition (except that Acquiror Parties will refund any the Expenses of First Federal shall be paid as provided in (iii) above), such amounts paid or reimbursed by payment shall be made to First Federal in immediately available funds within five business days after the Company in the occurrence of an event they materially breach their obligations under this Agreementset forth above. (c) If First Federal agrees to reimburse the Company for all of the reasonable Expenses of Mid-Iowa, as defined in Section 5.6 hereof, in an amount not to exceed $250,000, incurred by the Company and Mid-Iowa in connection with the transactions contemplated hereby in the event First Federal terminates this Agreement pursuant to Section 7.1(iv) or (vii11.1(b)(v), or if Acquiror terminates this Agreement pursuant to Section 7.1(iii) or (x), then the Company shall (A) pay to Acquiror, within two business days, in immediately available funds, the sum of $750,000, and (B) promptly upon receipt, but in no event later than two business days following receipt, of reasonable supporting documentation, pay or reimburse Acquiror Parties for all their reasonable fees and expenses, to the extent unpaid, in connection with the negotiation and performance of this Agreement and the Partnership Merger Agreement, and the consummation of the transactions contemplated hereby (excluding the Offer) and thereby, including any and all reasonable fees and expenses of accountants, financial advisors, attorneys and consultants engaged by the Acquiror Parties or by any persons or entities proposing to provide financing, as well as points, fees or cost reimbursements paid or owed to the financing sources of the Acquiror Parties. If Acquiror terminates this Agreement pursuant to Section 7.1(vi) and such Company Material Adverse Effect was caused by a Force Majeure Event (as defined below), then the Company shall pay or reimburse Acquiror Parties for 50% of their reasonable fees and expenses to the extent set forth in clause (B) of this subsection (c). The Company's payment of the termination fee and other fees and expenses set forth in this subsection (c) shall be the sole and exclusive remedy of Acquiror against the Company and any of its Subsidiaries, and their respective directors, officers, employees, agents, advisors or other representatives in respect of the occurrence giving rise to such payment.

Expenses and Termination Fee. (a) Except as otherwise provided herein, all expenses incurred by First Federal and the Company in connection with or related to the authorization, preparation and execution of this Section 7.3Agreement, the Company on solicitation of stockholder approvals and all other matters related to the one handclosing of the transactions contemplated thereby, and Acquirorincluding, Acquiror Sub and without limitation of the Continuing Stockholders (collectively generality of the "Acquiror Parties")foregoing, on the other hand, shall bear their own all fees and expenses in connection with of agents, financial advisors, representatives, counsel and accountants employed by either such party or its Affiliates, shall be borne solely and entirely by the negotiation and performance of this Agreement and party that has incurred the Partnership Merger Agreement, and the consummation of the Merger and the transactions contemplated hereby (including the Offer) and thereby, provided that as of the Closing the Company shall pay or reimburse the Acquiror Parties for all their fees and expenses to the extent they have not been paid or reimbursed under subsection (b) belowsame. (b) The Company Grinnell also hereby agrees to pay First Federal, and First Federal shall be entitled to payment of, a fee (the "Fee") of $900,000, upon the occurrence of any of the following events on or reimburse before the Acquiror Partiesearlier of the date this Agreement is terminated or June 30, promptly following receipt 1998: (i) if the Board of reasonable supporting documentationDirectors of the Company recommends a Superior Proposal and thereafter (A) the Company Shareholders' Meeting shall not have been held or shall have been postponed, for up delayed or enjoined prior to $400,000 of their fees and expenses incurred in connection with the negotiation and performance termination of this Agreement and or (B) the Partnership Merger Company's shareholders do not approve this Agreement; (ii) if the Board of Directors of the Company withdraws or modifies its recommendation of approval of this Agreement, and the consummation of the transactions contemplated hereby (excluding the Offer) and thereby, including any and all fees and expenses of accountants, financial advisors, attorneys and consultants engaged by the Acquiror Parties or by any persons or entities proposing to provide financing, as well as points, charges for interest rate protection, fees or cost reimbursements paid or owed to the financing sources of the Acquiror Parties. Such payment or reimbursement by the Company shall be nonrefundable, except that Acquiror Parties will refund any such amounts paid or reimbursed by the Company in the event they materially breach their obligations under this Agreement. (c) If the Company terminates this Agreement pursuant to Section 7.1(iv) or (vii), or if Acquiror terminates this Agreement pursuant to Section 7.1(iii) or (x), then the Company shall thereafter (A) the Company Shareholders' Meeting shall not have been held or shall have been postponed, delayed or enjoined prior to termination of this Agreement or (B) the Company's shareholders do not approve this Agreement; (iii) if the Company's shareholders do not approve this Agreement after a Superior Proposal is made and within twelve (12) months thereafter the Company enters into a definitive agreement to be merged into or acquired by another entity (provided, however, that Grinnell shall pay all Expenses of First Federal, as defined in Section 6.7. hereof, in an amount not to Acquirorexceed $300,000, within two five business daysdays following rejection of this Agreement by Company shareholders); (iv) if the Company or Grinnell enters into an agreement to be acquired by any other party; or (v) if the Company both (1) fails to receive the opinion of its financial advisor that the Merger is fair to the Company's shareholders from a financial point of view, and such failure occurs after a Superior Proposal is made, and (2) the Reorganization is not consummated. With the exception of the payment under subparagraph (iii) above, which shall be paid within five business days following the Company's execution of a definitive agreement of merger or acquisition (except that the Expenses of First Federal shall be paid as provided in (iii) above), such payment shall be made to First Federal in immediately available funds, the sum of $750,000, and (B) promptly upon receipt, but in no event later than two funds within five business days following receipt, after the occurrence of reasonable supporting documentation, pay or reimburse Acquiror Parties for all their reasonable fees and expenses, to the extent unpaid, in connection with the negotiation and performance of this Agreement and the Partnership Merger Agreement, and the consummation of the transactions contemplated hereby (excluding the Offer) and thereby, including any and all reasonable fees and expenses of accountants, financial advisors, attorneys and consultants engaged by the Acquiror Parties or by any persons or entities proposing to provide financing, as well as points, fees or cost reimbursements paid or owed to the financing sources of the Acquiror Parties. If Acquiror terminates this Agreement pursuant to Section 7.1(vi) and such Company Material Adverse Effect was caused by a Force Majeure Event (as defined below), then the Company shall pay or reimburse Acquiror Parties for 50% of their reasonable fees and expenses to the extent an event set forth in clause (B) of this subsection (c). The Company's payment of the termination fee and other fees and expenses set forth in this subsection (c) shall be the sole and exclusive remedy of Acquiror against the Company and any of its Subsidiaries, and their respective directors, officers, employees, agents, advisors or other representatives in respect of the occurrence giving rise to such paymentabove.

Expenses and Termination Fee. (a) Except Whether or not the Closing shall have occurred, except as otherwise provided specified in this Section 7.3Agreement, the Company on the one handall costs and expenses, and Acquirorincluding, Acquiror Sub and the Continuing Stockholders (collectively the "Acquiror Parties"), on the other hand, shall bear their own fees and expenses disbursements of counsel, financial advisors and accountants, incurred in connection with the negotiation and performance of this Agreement and the Partnership Merger AgreementTransactions shall be borne by the Party incurring such costs and expenses, it being understood and agreed that expenses incurred in connection with preparing, filing, printing and distributing the consummation Proxy Statement shall be expenses of the Merger and the transactions contemplated hereby (including the Offer) and thereby, provided that as of the Closing the Company shall pay or reimburse the Acquiror Parties for all their fees and expenses to the extent they have not been paid or reimbursed under subsection (b) belowSeller. (b) The Company agrees to pay or reimburse In the Acquiror Parties, promptly following receipt of reasonable supporting documentation, for up to $400,000 of their fees and expenses incurred in connection with the negotiation and performance of event that Purchaser shall terminate this Agreement and the Partnership Merger Agreementpursuant to Section 10.1(c)(ii) or (iii), and the consummation of the transactions contemplated hereby (excluding the Offer) and thereby, including any and all fees and expenses of accountants, financial advisors, attorneys and consultants engaged by the Acquiror Parties or by any persons or entities proposing to provide financing, as well as points, charges for interest rate protection, fees or cost reimbursements paid or owed to the financing sources of the Acquiror Parties. Such payment or reimbursement by the Company shall be nonrefundable, except that Acquiror Parties will refund any such amounts paid or reimbursed by the Company in the event they materially breach their obligations under that Seller shall terminate this AgreementAgreement pursuant to Section 10.1(g), Seller shall pay the Termination Fee to the Purchaser and reimburse the Purchaser’s Transaction Expenses. (c) If In the Company terminates event that (A) either (i) the Purchaser shall terminate this Agreement pursuant to Section 7.1(iv) or (vii10.1(c)(i), or if Acquiror terminates (ii) the Purchaser or Seller shall terminate this Agreement pursuant to Section 7.1(iii10.1(e) or (xf), then (B) prior to the Company time of such termination there shall (A) pay have been a Takeover Proposal with respect to Acquiror, within two business days, in immediately available funds, the sum of $750,000Seller, and (BC) promptly upon receiptwithin twelve months after such termination of this Agreement, but in no event later than two business days following receipteither (i) a definitive agreement is entered into by Seller with respect to a Takeover Proposal or (ii) a Takeover Proposal is consummated, of reasonable supporting documentation, Seller shall pay or reimburse Acquiror Parties for all their reasonable fees and expenses, the Termination Fee to the extent unpaid, in connection with Purchaser and reimburse the negotiation and performance of this Agreement and Purchaser’s Transaction Expenses. (d) In the Partnership Merger Agreement, and event that either the consummation of the transactions contemplated hereby (excluding the Offer) and thereby, including any and all reasonable fees and expenses of accountants, financial advisors, attorneys and consultants engaged by the Acquiror Parties Purchaser or by any persons or entities proposing to provide financing, as well as points, fees or cost reimbursements paid or owed to the financing sources of the Acquiror Parties. If Acquiror terminates Seller shall terminate this Agreement pursuant to Section 7.1(vi) and such Company Material Adverse Effect was caused by a Force Majeure Event (as defined below10.1(f), then and no Takeover Proposal has been made prior thereto, Seller shall reimburse the Company Purchaser’s Transaction Expenses. (e) In the event that Seller must pay a Termination Fee to the Purchaser or reimburse the Purchaser’s Transaction Expenses, Seller shall pay such amounts: (i) within ten days after the date of termination, in the event that the Termination Fee and Transaction Expenses are due pursuant to Section 10.3(b), (ii) at the earlier of the time that a definitive agreement is entered into by Seller or the time the Takeover Proposal is consummated, in the event that the Termination Fee and Transaction Expenses are due pursuant to Section 10.3(c), or (iii) within five days after the date of termination, in the event that the Transaction Expenses are due pursuant to Section 10.3(d). (f) In the event that Seller fails to pay either the Termination Fee or the Transaction Expenses or both when due under this Section 10.3 and the Purchaser commences a suit which results in a judgment against Seller for such overdue amount, then (i) Seller shall reimburse Acquiror Parties the Purchaser for 50% of their all costs and expenses (including disbursements and reasonable fees of counsel) incurred in connection with such suit and expenses the collection of such overdue amount and (ii) Seller shall pay to the extent set forth in clause Purchaser interest on such overdue amount (B) of this subsection (c). The Company's payment for the period commencing as of the termination fee date such overdue amount was originally required to be paid and other fees and expenses set forth ending on the date such overdue amount is actually paid to the Purchaser in this subsection (cfull) shall be at the sole and exclusive remedy rate of Acquiror against the Company and any of its Subsidiaries, and their respective directors, officers, employees, agents, advisors or other representatives in respect of the occurrence giving rise to such payment7% per annum.