Liability for Termination. If this Agreement is terminated as permitted by Section 8.1, except as provided in Section 8.1(d), such termination shall be without liability of either party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party to this Agreement, except that, if such termination shall result from the willful failure of a party to fulfill a condition to the performance of the obligations of the other party or to perform a covenant of this Agreement or from a willful misrepresentation or breach of a warranty, covenant or agreement hereunder by either party to this Agreement, such party shall be fully liable for any and all damages, costs and expenses (including, but not limited to, reasonable attorney's fees) sustained or incurred by the other party as a result of such failure or breach.
Appears in 2 contracts
Samples: Branch Purchase and Assumption Agreement (North Valley Bancorp), Branch Purchase and Assumption Agreement (Redding Bancorp)
Liability for Termination. If this Agreement is terminated as permitted by Section 8.1, except as provided in Section 8.1(d), such termination shall be without liability of either party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party to this Agreement, except that, subject to Section 4.4, if such termination shall result from the willful failure of a party to fulfill a condition to the performance of the obligations of the other party or to perform a covenant of this Agreement or from a willful misrepresentation or breach of a warranty, covenant or agreement hereunder by either party to this Agreement, such party shall be fully liable for any and all damages, costs and expenses (including, but not limited to, reasonable attorney's fees) sustained or incurred by the other party as a result of such failure or breach.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (Pacific Capital Bancorp)
Liability for Termination. If this Agreement is terminated as permitted by Section 8.1, except as provided in Section Sections 5.2(i) and 8.1(d), such termination shall be without liability of either party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party to this Agreement, except that, subject to Section 4.4, if such termination shall result from the willful failure of a party to fulfill a condition to the performance of the obligations of the other party or to perform a covenant of this Agreement or from a willful misrepresentation or breach of a warranty, covenant or agreement hereunder by either party to this Agreement, such party shall be fully liable for any and all damages, costs and expenses (including, but not limited to, reasonable attorney's fees) sustained or incurred by the other party as a result of such failure or breach.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (Capital Corp of the West)
Liability for Termination. If this Agreement is terminated as permitted by Section 8.1, except as provided in Section 8.1(d) or (e), such termination shall be without liability of either party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party to this Agreement, except that, subject to Section 4.4, if such termination shall result from the willful failure of a party to fulfill a condition to the performance of the obligations of the other party or to perform a covenant of this Agreement or from a willful misrepresentation or breach of a warranty, covenant or agreement hereunder by either party to this Agreement, such party shall be fully liable for any and all damages, costs and expenses (including, but not limited to, reasonable attorney's fees) sustained or incurred by the other party as a result of such failure or breach.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Bok Financial Corp Et Al)
