Common use of Manner of Termination Clause in Contracts

Manner of Termination. This Agreement and the Transaction and the transactions contemplated hereby may be terminated at any time prior to the Effective Time by written notice delivered by Purchaser to Insurance Group, or by Insurance Group to Purchaser, as follows (with no ONB, in such capacity, having the right to terminate this Agreement or the transactions contemplated hereby): (a) By Purchaser or Insurance Group, if: (i) the Transaction contemplated by this Agreement has not been consummated on or before June 30, 2016, and the party seeking such termination is not then in breach hereunder; or (ii) the respective Boards of Directors of Purchaser and Insurance Group mutually agree to terminate this Agreement. (b) By Purchaser, if: (i) at any time prior to the Effective Time, either of the following has occurred: (A) a misrepresentation or breach by ONB of any of its representations or warranties contained herein or in any of the Schedules hereto; or (B) a breach of or a failure to comply by ONB or Insurance Group of any of their respective covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) days after the giving of written notice by Purchaser to ONB or Insurance Group of such breach or failure; or (ii) Purchaser shall reasonably determine that the Transaction has become impracticable by reason of commencement or threat of any Proceeding against Purchaser, ONB, Insurance Group, or any director or officer of any of such entities relating to this Agreement, the Transaction, or the transactions contemplated hereby; or (iii) there has been a material adverse change in the business, assets, capitalization, financial condition, results of operations, or prospects of Insurance Group as of any time prior to the Effective Time as compared to that in existence as of the date of this Agreement which would have a Material Adverse Effect on Insurance Group. (c) By ONB, if: (i) at any time prior to the Effective Time, either of the following has occurred: (A) a misrepresentation or breach by Purchaser of any of its representations or warranties contained herein; or (B) a breach of or a failure to comply by Purchaser of any of its covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) days after the giving of written notice to Purchaser by ONB or Insurance Group of such breach or failure; or (ii) ONB shall reasonably determine that the Transaction has become impracticable by reason of commencement or threat of any Proceeding against Purchaser, ONB, Insurance Group, or any director or officer of any of such entities relating to this Agreement, the Transaction, or the transactions contemplated hereby. (iii) there has been a material adverse change in the business, assets, capitalization, financial condition, results of operations, or prospects of Purchaser as of any time prior to the Effective Time as compared to that in existence as of the date of this Agreement which would have a Material Adverse Effect on Purchaser.

Manner of Termination. This Agreement and the Transaction and the transactions contemplated hereby Merger may be --------------------- terminated at any time prior to the Effective Time by written notice delivered by Purchaser First Financial to Insurance GroupCommunity, or by Insurance Group Community to PurchaserFirst Financial, as follows (with no ONB, in such capacity, having the right to terminate this Agreement or the transactions contemplated hereby):follows: (a) By Purchaser First Financial or Insurance GroupCommunity, if: (i) the Transaction Merger contemplated by this Agreement has not been consummated on or before June by September 30, 2016, and the party seeking such termination is not then in breach hereunder2001; or (ii) the Agreement and the Merger are not approved by the requisite vote of the shareholders of Community at the Special Meeting of Shareholders of Community; or (iii) the respective Boards of Directors of Purchaser First Financial and Insurance Group Community mutually agree to terminate this Agreement. (b) By Purchaser, First Financial if: (i) at First Financial determines in its sole discretion that any time prior item, event or information set forth in any supplement, amendment or update to the Effective TimeDisclosure Schedule, either or the results of any environmental report pursuant to Section 6.10, has had or could be ------------ expected to have a material adverse effect on the business, assets, capitalization, financial condition or results of operations of Community; or First Financial otherwise becomes aware of any item, event or information which it determines in its sole discretion has had or could be expected to have a material adverse effect on the business, assets, capitalization, financial condition or results of operations of Community (it being understood and acknowledged by Community that the due diligence review of Community by First Financial was not complete as of the following has occurred: (A) a misrepresentation or breach by ONB date of any of its representations or warranties contained herein or in any of the Schedules hereto; or (B) a breach of or a failure to comply by ONB or Insurance Group of any of their respective covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) days after the giving of written notice by Purchaser to ONB or Insurance Group of such breach or failurethis Agreement); or (ii) Purchaser there has been a misrepresentation or a breach of any warranty by or on the part of Community in its representations and warranties set forth in this Agreement which has had or would be expected to have a material adverse effect on the business, assets, capitalization, financial condition or results of operations of Community; provided, however, that in the event of any inaccuracy in the representations and warranties contained in Section 4.03 hereof ------------ relative to the number of issued and outstanding shares of capital stock or options to purchase shares of capital stock of Community or Bank, First Financial will have the absolute right to terminate this Agreement without regard to the materiality of any such inaccuracy; or (iii) there has been a breach of or failure to comply with any covenant set forth in this Agreement by or on the part of Community which could reasonably be expected to have a material adverse effect on the economic value of the Merger to First Financial; or (iv) First Financial shall reasonably determine that the Transaction Merger contemplated by this Agreement has become inadvisable or impracticable by reason of commencement or threat of any Proceeding claim, litigation or proceeding against PurchaserFirst Financial, ONB, Insurance GroupCommunity, or any director or officer of any of such entities (A) relating to this Agreement, Agreement or the TransactionMerger, or (B) which is likely to have a material adverse effect on the transactions contemplated herebybusiness, assets, capitalization, financial condition or results of operations of Community; or (iiiv) there has been a material adverse change in the business, assets, capitalization, financial condition, condition or results of operations, or prospects operations of Insurance Group Community as of any time prior to the Effective Time as compared to that in existence as of December 31, 2000 other than (A) any change resulting from the action taken by Community pursuant to Section 6.12 or Section 6.17, (B) any change set ------------ ------------ forth on the Disclosure Schedule as of and delivered as of the date of this Agreement, or (C) resulting primarily by reason of changes in banking laws or regulations (or interpretations thereof), changes in the general level of interest rates or changes in economic, financial or market conditions affecting the banking industry generally in Community's market area; or (vi) Community's Board of Directors has failed to approve and recommend this Agreement which would or the Merger, or has withdrawn or modified in any manner adverse to First Financial its approval or recommendation of this Agreement or the Merger or will have a Material Adverse Effect on Insurance Groupresolved or publicly announced an intention to do either of the foregoing; or (vii) the sale by Community for cash of all of the shares of American Bank of Illinois in Highland, MidAmerica Bank of St. Clair County, and The Egyptian State Bank has not consummated by May 30, 2001. (c) By ONBCommunity, if: (i) at any time prior to the Effective Time, either of the following there has occurred: (A) been a misrepresentation or breach by Purchaser of any of its representations or warranties contained herein; or (B) a breach of any warranty by or on the part of First Financial in its representations and warranties set forth in this Agreement which has had or would be expected to have a failure to comply by Purchaser material adverse effect on the business, assets, capitalization of any of its covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) days after the giving of written notice to Purchaser by ONB or Insurance Group of such breach or failureFirst Financial; or (ii) ONB there has been a breach of or failure to comply with any covenant set forth in this Agreement by or on the part of First Financial or First Financial which has had or would be expected to have a material adverse effect on the business, assets, capitalization, financial condition or results of operations of First Financial; or (iii) it shall reasonably determine that the Transaction Merger contemplated by this Agreement has become inadvisable or impracticable by reason of commencement or threat of any Proceeding material claim, litigation or proceeding against Purchaser, ONB, Insurance Group, or any director or officer of any of such entities First Financial (A) relating to this Agreement, Agreement or the TransactionMerger, or the transactions contemplated hereby. (iiiB) there has been which is likely to have a material adverse change in effect on the business, assets, capitalization, financial condition, results capitalization of operations, or prospects of Purchaser as of any time prior to the Effective Time as compared to that in existence as of the date of this Agreement which would have a Material Adverse Effect on PurchaserFirst Financial.

Manner of Termination. This Agreement and the Transaction and the transactions contemplated hereby Merger may be terminated at any time prior to the Effective Time by written notice delivered by Purchaser First Financial to Insurance GroupCommunity, or by Insurance Group Community to PurchaserFirst Financial, as follows (with no ONB, in such capacity, having the right to terminate this Agreement or the transactions contemplated hereby):follows: (a) By Purchaser First Financial or Insurance GroupCommunity, if: (i) the Transaction Merger contemplated by this Agreement has not been consummated on or before June by September 30, 2016, and the party seeking such termination is not then in breach hereunder2001; or (ii) the Agreement and the Merger are not approved by the requisite vote of the shareholders of Community at the Special Meeting of Shareholders of Community; or (iii) the respective Boards of Directors of Purchaser First Financial and Insurance Group Community mutually agree to terminate this Agreement. (b) By Purchaser, First Financial if: (i) at First Financial determines in its sole discretion that any time prior item, event or information set forth in any supplement, amendment or update to the Effective TimeDisclosure Schedule, either or the results of any environmental report pursuant to Section 6.10, has had or could be expected to have a material adverse effect on the business, assets, capitalization, financial condition or results of operations of Community; or First Financial otherwise becomes aware of any item, event or information which it determines in its sole discretion has had or could be expected to have a material adverse effect on the business, assets, capitalization, financial condition or results of operations of Community (it being understood and acknowledged by Community that the due diligence review of Community by First Financial was not complete as of the following has occurred: (A) a misrepresentation or breach by ONB date of any of its representations or warranties contained herein or in any of the Schedules hereto; or (B) a breach of or a failure to comply by ONB or Insurance Group of any of their respective covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) days after the giving of written notice by Purchaser to ONB or Insurance Group of such breach or failurethis Agreement); or (ii) Purchaser there has been a misrepresentation or a breach of any warranty by or on the part of Community in its representations and warranties set forth in this Agreement which has had or would be expected to have a material adverse effect on the business, assets, capitalization, financial condition or results of operations of Community; provided, however, that in the event of any inaccuracy in the representations and warranties contained in Section 4.03 hereof relative to the number of issued and outstanding shares of capital stock or options to purchase shares of capital stock of Community or Bank, First Financial will have the absolute right to terminate this Agreement without regard to the materiality of any such inaccuracy; or (iii) there has been a breach of or failure to comply with any covenant set forth in this Agreement by or on the part of Community which could reasonably be expected to have a material adverse effect on the economic value of the Merger to First Financial; or (iv) First Financial shall reasonably determine that the Transaction Merger contemplated by this Agreement has become inadvisable or impracticable by reason of commencement or threat of any Proceeding claim, litigation or proceeding against PurchaserFirst Financial, ONB, Insurance GroupCommunity, or any director or officer of any of such entities (A) relating to this Agreement, Agreement or the TransactionMerger, or (B) which is likely to have a material adverse effect on the transactions contemplated herebybusiness, assets, capitalization, financial condition or results of operations of Community; or (iiiv) there has been a material adverse change in the business, assets, capitalization, financial condition, condition or results of operations, or prospects operations of Insurance Group Community as of any time prior to the Effective Time as compared to that in existence as of the date of this Agreement which would have a Material Adverse Effect on Insurance Group. (c) By ONBDecember 31, if: (i) at any time prior to the Effective Time, either of the following has occurred: 2000 other than (A) a misrepresentation any change resulting from the action taken by Community pursuant to Section 6.12 or breach by Purchaser of any of its representations or warranties contained herein; or Section 6.17, (B) a breach of or a failure to comply by Purchaser of any of its covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) days after change set forth on the giving of written notice to Purchaser by ONB or Insurance Group of such breach or failure; or (ii) ONB shall reasonably determine that the Transaction has become impracticable by reason of commencement or threat of any Proceeding against Purchaser, ONB, Insurance Group, or any director or officer of any of such entities relating to this Agreement, the Transaction, or the transactions contemplated hereby. (iii) there has been a material adverse change in the business, assets, capitalization, financial condition, results of operations, or prospects of Purchaser Disclosure Schedule as of any time prior to the Effective Time as compared to that in existence and delivered as of the date of this Agreement which would have a Material Adverse Effect on Purchaser.Agreement, or (C) resulting primarily by reason of changes in banking laws or regulations (or interpretations thereof), changes in the general level of interest rates or changes in economic, financial or market conditions affecting the banking industry generally in Community's market area; or

Manner of Termination. This Agreement and the Transaction and the transactions contemplated hereby Merger may be terminated at any time prior to the Effective Time by written notice delivered by Purchaser First Financial to Insurance GroupFSI, or by Insurance Group FSI to Purchaser, First Financial as follows (with no ONB, in such capacity, having the right to terminate this Agreement or the transactions contemplated hereby):follows: (a) By Purchaser or Insurance Group, if: (i) the Transaction contemplated by this Agreement has not been consummated on or before June 30, 2016, and the party seeking such termination is not then in breach hereunder; or (ii) the respective Boards written consent of Directors of Purchaser and Insurance Group mutually agree to terminate this Agreementall parties hereto. (b) By PurchaserFirst Financial, if: (i) at any time prior to the Effective Time, either Closing there has been a material breach on the part of the following has occurred: (A) a misrepresentation or breach by ONB of any of its representations or warranties contained herein or FSI in any representation or warranty of the Schedules FSI contained in this Agreement or any schedule or exhibit hereto; or (B) a breach of , or if there has been a failure on the part of FSI to comply by ONB with or Insurance Group of any of their respective perform its agreements, covenants or agreements contained hereinobligations hereunder in any material respect and such misrepresentation, which breach noncompliance or failure cannonperformance shall not be or has not have been cured or eliminated by FSI within thirty (30) 15 days after the giving from receipt of written notice by Purchaser to ONB or Insurance Group FSI from First Financial of such breach breach, misrepresentation or failure; or (ii) Purchaser shall reasonably determine that the Transaction has become impracticable by reason of commencement or threat of any Proceeding against Purchaser, ONB, Insurance Group, or any director or officer of any of such entities relating to this Agreement, the Transaction, or the transactions contemplated hereby; or (iii) there has been a material adverse change in the business, assets, capitalization, financial condition, or results of operations, or prospects operations of Insurance Group FSI as of any time prior to the Effective Time Closing as compared to that in existence as of the date of this Agreement which would have a Material Adverse Effect on Insurance Group. (c) By ONB, if: (i) at any time prior to the Effective Time, either of the following has occurred: (A) a misrepresentation or breach by Purchaser of any of its representations or warranties contained hereinAgreement; or (Biii) a breach of or a failure to comply by Purchaser of any of its covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) days after the giving of written notice to Purchaser by ONB or Insurance Group of such breach or failure; or (ii) ONB it shall reasonably determine that the Transaction Merger contemplated by this Agreement has become impracticable by reason of commencement or threat of any Proceeding claim, litigation or proceeding against PurchaserFirst Financial, ONB, Insurance GroupFSI, or any director or officer of any of such entities relating to this Agreement, the Transaction, Agreement or the transactions contemplated herebyMerger. (iiic) By FSI, if: (i) at any time prior to the Closing there has been a material breach on the part of First Financial in any representation or warranty of First Financial contained in the Agreement or any schedule or exhibit hereto, or if there has been a failure on the part of First Financial to comply with or perform its agreements, covenants or obligations hereunder in any material respect and such misrepresentation, noncompliance or nonperformance shall not have been cured or eliminated by First Financial within 15 days from receipt of written notice to First Financial from FSI of such breach, misrepresentation or failure; or (ii) there has been a material adverse change in the business, assets, capitalization, financial condition, condition or results of operations, or prospects operation of Purchaser First Financial as of any time prior to the Effective Time Closing as compared to that in existence as of the date of this Agreement; or (iii) it shall reasonably determine that the Merger contemplated by this Agreement which would have a Material Adverse Effect on Purchaserhas become impracticable by reason of commencement or threat of any claim, litigation or proceeding against First Financial, FSI, or any director or officer of any of such entities relating to this Agreement or the Merger.

Manner of Termination. This Agreement and the Transaction and the transactions contemplated hereby may be terminated at any time prior to the Effective Time Date by written notice delivered by Purchaser First Merchants to Insurance Group, Lafayette or by Insurance Group Lafayette to Purchaser, as follows (with no ONB, in such capacity, having First Merchants only for the right to terminate this Agreement or the transactions contemplated hereby):following reasons: (a) By Purchaser Lafayette or Insurance GroupFirst Merchants, if: (i) if there has been a material breach of any representation, warranty or covenant on the Transaction contemplated by this Agreement has not been consummated on or before June 30part of any party in the representations, 2016warranties, and the party seeking such termination is not then in breach hereunder; or (ii) the respective Boards of Directors of Purchaser and Insurance Group mutually agree to terminate this Agreement. (b) By Purchaser, if: (i) at any time prior to the Effective Time, either of the following has occurred: (A) a misrepresentation or breach by ONB of any of its representations or warranties contained herein or in any of the Schedules hereto; or (B) a breach of or a failure to comply by ONB or Insurance Group of any of their respective covenants or agreements contained set forth herein, which breach or failure cannot be or has not been cured within thirty (30) days after the giving of written notice by Purchaser to ONB or Insurance Group of such breach or failure; or (ii) Purchaser shall reasonably determine that the Transaction has become impracticable by reason of commencement or threat of any Proceeding against Purchaser, ONB, Insurance Group, or any director or officer of any of such entities relating to this Agreement, the Transaction, or the transactions contemplated hereby; or (iii) there has been a material adverse change in the business, assets, capitalization, financial condition, results of operations, or prospects of Insurance Group as of any time prior to the Effective Time as compared to that in existence as of the date of this Agreement which would have a Material Adverse Effect on Insurance Group. (c) By ONB, if: (i) at any time prior to the Effective Time, either of the following has occurred: (A) a misrepresentation or breach by Purchaser of any of its representations or warranties contained herein; or (B) a breach of or a failure to comply by Purchaser of any of its covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to Purchaser by ONB or Insurance Group the breaching party of such breach or failurebreach; orprovided that the party in default shall have no right to terminate for its own default; (iib) ONB By Lafayette or First Merchants, if it shall reasonably determine in its sole discretion that the Transaction has transactions contemplated by this Agreement have become inadvisable or impracticable by reason of commencement or credible threat of any Proceeding material litigation or proceedings against Purchaser, ONB, Insurance Group, or any director or officer of any of such entities relating to this Agreement, the Transaction, or the transactions contemplated hereby.parties; (iiic) there has been a material adverse change in By Lafayette or First Merchants, if the financial condition, business, assets, capitalizationor results of operations of the other party shall have been materially and adversely changed from that in existence at June 30, 2001 (for reasons other than events and conditions relating to the business and interest rate environment in general (including consequences of the terrorist attack on the United States on September 11, 2001), the accrual or payment of Merger-related expenses, or matters set forth in the parties' Disclosure Letters); (d) By Lafayette or First Merchants, if the transaction contemplated herein has not been consummated by June 30, 2002 (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) By First Merchants if any of the items, events or information set forth in any update to the Disclosure Letter provided by Lafayette has had or may have (as determined by First Merchants in good faith) a material adverse effect on the financial condition, results of operations, business, or prospects of Purchaser Lafayette or the Bank; (f) By Lafayette if any of the items, events or information set forth in any update to the Disclosure Letter provided by First Merchants has had or may have (as determined by Lafayette in good faith) a material adverse effect on the financial condition, results of operations, business, or prospects of First Merchants and its subsidiaries, on a consolidated basis. (g) By First Merchants or Lafayette if, in the opinion of counsel to First Merchants or Lafayette, the Merger will not constitute a tax-free reorganization under the Code; (h) By First Merchants or Lafayette pursuant to their respective termination rights set forth in Section 3.04 hereof; (i) By Lafayette if the appropriate discharge of the fiduciary duties of the Board of Directors of Lafayette consistent with Section 7.05 requires that Lafayette terminate this Agreement; (j) By First Merchants if it receives written notice under Section 7.05 that Lafayette intends to furnish information to or enter into discussions or negotiations with a third party in connection with a proposed Acquisition Transaction, if Lafayette fails to give any such written notice as required in Section 7.05 or if Lafayette's Board of Directors fails to make, withdraws or modifies its recommendation to Lafayette's shareholders to vote in favor of the Merger following receipt of a proposal for an Acquisition Transaction; or (k) By either party (provided that the terminating party is not then in material breach of any time prior representation or warranty contained in this Agreement or in material breach of any covenant or other agreement contained in this Agreement) in the event that any of the conditions precedent to the Effective Time as compared obligations of such party to that in existence as of consummate the Merger cannot be satisfied or fulfilled by the date specified in Section 10.1(d) of this Agreement which would have a Material Adverse Effect on PurchaserAgreement.

Manner of Termination. This Agreement and the Transaction and the transactions contemplated hereby may be terminated and the Merger contemplated hereby abandoned at any time prior to the Effective Time Time, whether before or after the approval of this Agreement and the Merger by written notice delivered by Purchaser to Insurance Group, or by Insurance Group to Purchaserthe shareholders of Cochrane, as follows (with no ONB, in such capacity, having the right to terminate this Agreement or the transactions contemplated hereby):follows: (a) By Purchaser CRI or Insurance GroupNewco or Cochrane, if: (i) the Transaction Merger contemplated by this Agreement has not been consummated on by November 13, 1996, provided that such date may be extended by Newco, in its sole discretion, for up to sixty (60) days (A) if all approvals, clearances or before June 30waiting periods under the HSR Act relating to the Merger have not occurred or expired by such date, 2016, and or (B) for any other reason pertaining to the party seeking such termination is not then in breach hereunderfilings made under the HSR Act relating to the Merger; or (ii) the respective Boards of Directors of Purchaser Newco and Insurance Group Cochrane mutually agree in writing to terminate this Agreement. (b) By PurchaserCRI or Newco, if: (i) at any time prior to the Effective Time, either of the following there has occurred: (A) been a misrepresentation or a breach by ONB of any warranty by or on the part of Cochrane in its representations or and warranties contained herein set forth in this Agreement or in any document delivered pursuant hereto which has had or would be expected to have a material adverse effect on the financial condition, results of operations, business, operations or prospects of Cochrane; provided, however, that in the Schedules heretoevent that the number of issued and outstanding shares of Cochrane Common Stock at the Effective Time is greater than 470,971 or less than 460,971, then CRI or Newco shall have the absolute right to terminate this Agreement without regard to the materiality of any inaccuracy in the representations and warranties contained in Section 4.03(a) hereof with respect to the number of Outstanding Cochrane Shares; or (Bii) there has been a breach of or a failure to comply with any covenant set forth in this Agreement by ONB or Insurance Group on the part of any of their respective covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) days after the giving of written notice by Purchaser to ONB or Insurance Group of such breach or failureCochrane; or (iiiii) Purchaser shall reasonably determine that any condition set forth in Section 8.01 hereof to either of its obligation to consummate the Transaction Merger has become impracticable by reason of not been satisfied or fulfilled immediately prior to the Effective Time; or (iv) The commencement or threat of any Proceeding against Purchaseraction, ONBclaim, Insurance Group, litigation or any director or officer of any of such entities proceeding (A) relating to this Agreement, the Transaction, Agreement or the transactions contemplated herebyMerger or (B) which is likely to have a material adverse effect on the financial condition, results of operation, business, operations or prospects of Cochrane; or (iiiv) any document, action, matter, event or other information set forth in any Updated Schedule has had or would be expected to have, in the reasonable discretion of CRI or Newco, a material adverse effect on the financial condition, results of operation, business, operations or prospects of Cochrane; or (vi) there has been a material adverse change in the business, assets, capitalization, financial condition, results of operationsoperation, business, operations or prospects of Insurance Group as of any time prior to Cochrane at the Effective Time as compared to that in existence as of and for the date of this Agreement which would have a Material Adverse Effect on Insurance Group. (c) By ONBfive month period ended August 31, if: (i) at any time prior to the Effective Time, either of the following has occurred: (A) a misrepresentation or breach by Purchaser of any of its representations or warranties contained herein1996; or (Bvii) a breach (A) the Board of or a failure Directors of Cochrane fails to comply by Purchaser of any of its covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) days after the giving of written notice recommend unconditionally to Purchaser by ONB or Insurance Group of Cochrane's shareholders that such breach or failure; or (ii) ONB shall reasonably determine that the Transaction has become impracticable by reason of commencement or threat of any Proceeding against Purchaser, ONB, Insurance Group, or any director or officer of any of such entities relating to this Agreement, the Transaction, or the transactions contemplated hereby. (iii) there has been a material adverse change in the business, assets, capitalization, financial condition, results of operations, or prospects of Purchaser as of any time prior to the Effective Time as compared to that in existence as of the date of shareholders should approve this Agreement which would have a Material Adverse Effect on Purchaser.and the Merger, or

Manner of Termination. This Agreement and the Transaction and the transactions contemplated hereby may be terminated at any time prior to the Effective Time Date by written notice delivered by Purchaser First Merchants to Insurance Group, Community Bancshares or by Insurance Group Community Bancshares to Purchaser, as follows (with no ONB, in such capacity, having First Merchants only for the right to terminate this Agreement or the transactions contemplated hereby):following reasons: (a) By Purchaser or Insurance Groupthe mutual consent of First Merchants and Community Bancshares, if: (i) if the Transaction contemplated by this Agreement has not been consummated on or before June 30, 2016, and the party seeking such termination is not then in breach hereunder; or (ii) the respective Boards Board of Directors of Purchaser and Insurance Group mutually agree to terminate this Agreement.each so determines by vote of a majority of the members of its entire Board; (b) By PurchaserFirst Merchants or Community Bancshares, if: if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) at any time prior to the Effective Time, either of the following has occurred: (A) a misrepresentation or material breach by ONB the other party of any of its representations representation or warranties warranty contained herein or in any of the Schedules hereto; or (B) a breach of or a failure to comply by ONB or Insurance Group of any of their respective covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) 30 days after the giving of written notice by Purchaser to ONB or Insurance Group the breaching party of such breach or failurebreach; or (ii) Purchaser shall reasonably determine that a material breach by the Transaction has become impracticable by reason of commencement or threat of any Proceeding against Purchaser, ONB, Insurance Group, or any director or officer other party of any of such entities relating to this Agreement, the Transaction, or the transactions contemplated hereby; or (iii) there has been a material adverse change in the business, assets, capitalization, financial condition, results of operations, or prospects of Insurance Group as of any time prior to the Effective Time as compared to that in existence as of the date of this Agreement which would have a Material Adverse Effect on Insurance Group. (c) By ONB, if: (i) at any time prior to the Effective Time, either of the following has occurred: (A) a misrepresentation or breach by Purchaser of any of its representations or warranties contained herein; or (B) a breach of or a failure to comply by Purchaser of any of its covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to Purchaser by ONB or Insurance Group the breaching party of such breach breach; or failure; or (ii) ONB shall reasonably determine that the Transaction has become impracticable by reason of commencement or threat of any Proceeding against Purchaser, ONB, Insurance Group, or any director or officer of any of such entities relating to this Agreement, the Transaction, or the transactions contemplated hereby. (iii) there has been a material adverse change in the businessany event, assets, capitalization, financial condition, results of operations, fact or prospects of Purchaser as of any time prior circumstance shall have occurred with respect to the Effective Time as compared other party that has had or could be reasonably expected to that in existence as of the date of this Agreement which would have a Material Adverse Effect on Purchasersuch party; (c) By Community Bancshares or First Merchants, if the transaction contemplated herein has not been consummated by December 31, 2014; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.4, then such termination date shall be extended to March 31, 2015; (d) By Community Bancshares, in accordance with the terms of Section 7.5(b) of this Agreement; (e) By First Merchants, if Community Bancshares’ Board of Directors fails to make, withdraws or modifies its recommendation for Community Bancshares’ shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or (f) By First Merchants, if Community Bancshares breaches in any material respect its notice obligations under Section 7.5(c) or if within forty-five (45) days after giving First Merchants written notice pursuant to Section 7.5(c) of an Acquisition Proposal, Community Bancshares does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants with written notice of such termination.