Common use of Payment of Termination Fee Clause in Contracts

Payment of Termination Fee. If Allegiant exercises its rights under this Section 6, Equality shall, within 20 business days after such Election Date, pay the Termination Fee to Allegiant in immediately available funds, and, as of the Election Date, the right to exercise the Option pursuant to Section 2 hereof shall terminate. Notwithstanding the foregoing, to the extent that prior notification to or approval of the OTS or other regulatory authority is required in connection with the payment of all or any portion of the Termination Fee, Equality shall deliver from time to time that portion of the Termination Fee that it is not then so prohibited from paying and shall promptly file the required notice or application for approval and shall expeditiously process the same (and Allegiant shall cooperate with Equality in the filing of any such notice or application and the obtaining of any such approval), and the period of time that otherwise would run pursuant to the preceding sentence for the payment of the portion of the Termination Fee requiring such notification or approval shall run instead from the date on which, as the case may be, (i) any required notification period has expired or been terminated or (ii) such approval has been obtained and, in either event, any requisite waiting period shall have expired. If the OTS or any other regulatory authority prohibits payment of any part of the Termination Fee, Equality shall promptly give notice of such fact to Allegiant and Allegiant shall thereafter have the right to exercise the Option as to the number of Option Shares for which the Option was exercisable at such Election Date less the number of shares as to which a Termination Fee has been delivered pursuant to Section 6(a); provided that, if the Option shall have expired pursuant to Section 2 hereof before the date of such notice or shall be scheduled to expire at any time before the expiration of a period ending on the 30th business day after such date, Allegiant shall nonetheless have the right to exercise the Option pursuant to Section 2 hereof until the expiration of such period of 30 business days.

Payment of Termination Fee. If Allegiant Mutual exercises its rights under this Section 6, Equality the Company shall, within 20 business days after such Election Date, pay the Termination Fee to Allegiant Mutual in immediately available funds, and, as of the Election Datedate of and upon such payment, the right to exercise the Option pursuant to Section 2 hereof shall terminate. Notwithstanding the foregoing, to the extent that prior notification to or approval of the OTS OTS, the FDIC or other regulatory authority is required in connection with the payment of all or any portion of the Termination Fee, Equality the Company shall deliver from time to time that portion of the Termination Fee that it is not then so prohibited from paying and shall promptly file the required notice or application for approval and shall expeditiously process the same (and Allegiant Mutual shall cooperate with Equality the Company in the filing of any such notice or application and the obtaining of any such approval), and the period of time that otherwise would run pursuant to the preceding sentence for the payment of the portion of the Termination Fee requiring such notification or approval shall run instead from the date on which, as the case may be, (i) any required notification period has expired or been terminated or (ii) such approval has been obtained and, in either event, any requisite waiting period shall have expired. If the OTS OTS, the FDIC or any other regulatory authority prohibits payment of any part of the Termination Terminate Fee, Equality the Company shall promptly give notice of such fact to Allegiant Mutual and Allegiant Mutual shall thereafter have the right to exercise the Option as to the number of Option Shares for which the Option was exercisable at such Election Date less the number of shares as to which a Termination Fee has been delivered pursuant to Section 6(a); provided that, if the Option shall have expired pursuant to Section 2 hereof before prior to the date of such notice or shall be scheduled to expire at any time before the expiration of a period ending on the 30th thirtieth (30th) business day after such date, Allegiant Mutual shall nonetheless have the right so to exercise the Option pursuant to Section 2 hereof until the expiration of such period of 30 business days.

Payment of Termination Fee. If Allegiant exercises its rights First Banks gives notice of an election under this the terms of Section 66(a), Equality Coast shall, within 20 10 business days after such Election the consummation of an Acquisition Transaction (“Consummation Date”), pay the Termination Fee to Allegiant First Banks in immediately available funds, and, as of the Election Consummation Date, the right to exercise the Option pursuant to Section 2 hereof hereof, to the extent not previously exercised, shall terminate. Notwithstanding the foregoing, to the extent that prior notification notice to or approval of the OTS FDIC or other regulatory authority is required in connection with the payment of all or any portion of the Termination Fee, Equality Coast shall deliver from time to time that portion of the Termination Fee that it is not then so prohibited from paying and shall promptly file with the FDIC or other regulatory authority, as the case may be, the required notice or application for approval and shall use reasonable efforts to expeditiously process the same (and Allegiant First Banks shall cooperate with Equality Coast in the filing of any such notice or application and the obtaining of any such approval), and the period of time that otherwise would run pursuant 10 business days to which reference is made in the preceding sentence for the payment of the portion of the Termination Fee requiring such notification notice or approval shall run instead from commence on the date on which, as the case may be, which (i) any required notification notice period has expired or been terminated or (ii) such approval has been obtained and, in either event, any requisite waiting period shall have expired. If notice of an election has been given under the OTS terms of Section 6(a), and the FDIC or any other regulatory authority prohibits payment of any part of the Termination Fee, Equality Coast shall promptly give notice of such fact to Allegiant First Banks and Allegiant First Banks shall thereafter have the right to exercise the Option as only for that number of Option Shares equal to the difference between the Option Shares that were the subject of the notice of election under the terms of Section 6(a), and the number of Option Shares for which the Option was exercisable at such Election Date less the number of shares as to which a Termination Fee has been delivered pursuant to Section 6(a) (the “Permissible Option Shares”); provided provided, however, that, if the Option shall have expired pursuant to Section 2 hereof before the date of such notice or shall be scheduled to expire at any time before the expiration of a period ending on the 30th business day after such date, Allegiant First Banks shall nonetheless have the right to exercise the Option Option, pursuant to Section 2 hereof hereof, with respect to the Permissible Option Shares, until the expiration of such period of 30 30th business daysday.

Payment of Termination Fee. If Allegiant exercises Escrow Holder may condition its rights under this Section 6, Equality shall, within 20 business days after such Election Date, pay deliveries hereinabove provided upon payment by the Termination Fee to Allegiant in immediately available funds, and, as party requesting delivery of the Election Date, the right to exercise the Option pursuant to Section 2 hereof shall terminatea termination fee. Notwithstanding the foregoing, any termination fee shall be paid (or reimbursed) by the defaulting party, or paid one-half (2) by each party if neither party is then in default. ARTICLE 27 EXCHANGE Buyer acknowledges that Seller may desire to engage in a tax-deferred exchange ("Exchange") pursuant to Section 1031 of the Internal Revenue Code. To effect this Exchange, and notwithstanding anything to the extent that prior notification contrary in this Agreement, Seller may assign its rights in, and delegate its duties under, this Agreement, as well as transfer the Property, to or approval of the OTS or other regulatory authority is required any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Buyer in connection with the payment Exchange, including the execution of all or any portion of documents therefor, provided the Termination Fee, Equality shall deliver from time to time that portion of the Termination Fee that it is not then so prohibited from paying following terms and shall promptly file the required notice or application for approval and shall expeditiously process the same (and Allegiant shall cooperate with Equality in the filing of any such notice or application and the obtaining of any such approval), and the period of time that otherwise would run pursuant to the preceding sentence for the payment of the portion of the Termination Fee requiring such notification or approval shall run instead from the date on which, as the case may be, conditions are satisfied: (i) There shall be no liability to Buyer and Buyer shall have no obligation to take title to any required notification period has expired or been terminated or property in connection with the Exchange; (ii) such approval has been obtained andBuyer shall in no way be obligated to pay any escrow costs, in either eventbrokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any requisite waiting period exchange property and/or the Exchange, and Seller shall reimburse Buyer for any professional fees, including actual attorneys' fees, which Buyer may incur with respect thereto; (iii) If, for any reason, the Close of Escrow does not occur, Buyer shall have expired. If no responsibility or liability to any third party involved in the OTS exchange transaction; (iv) Buyer will not be required to make any representations or warranties nor assume any other regulatory authority prohibits payment obligations, nor spend any sum or incur any personal liability whatsoever in connection with the Exchange; (v) Any such exchange transaction shall not delay the Close of any part Escrow; and (vi) Any sums due Buyer in the event the Close of Escrow does not occur by reason of a Seller default or a failure of a condition for Buyer's benefit, including return of the Termination FeeOption Consideration, Equality shall promptly give notice of such fact to Allegiant and Allegiant shall thereafter have the right to exercise the Option as to the number of Option Shares for which the Option was exercisable at such Election Date less the number of shares as to which a Termination Fee has been delivered pursuant to Section 6(a); provided that, if the Option shall have expired pursuant to Section 2 hereof before the date of such notice or shall be scheduled the obligation of Seller notwithstanding any delegation of duties hereunder to expire at any time before the expiration of a period ending on the 30th business day after such datean exchange accommodator, Allegiant and Seller shall nonetheless have the right to exercise the Option pursuant to Section 2 hereof until the expiration of such period of 30 business days.remain personally liable therefor. ARTICLE 28