Termination Amount and Expenses. (a) Except as set forth in this Section 7.03, all expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid in accordance with the provisions of Section 8.03. (b) First Security agrees that if (i) (A) this Agreement is terminated pursuant to Section 7.01(d), (B) the shares of First Security Common Stock subject to the Voting Agreement shall not have been voted in accordance with the terms thereof; and (C) First Security executes a definitive agreement providing for an Acquisition Proposal with any Person (other than AFB) within nine (9) months following the Termination Date; (ii) First Security shall terminate this Agreement pursuant to Section 7.01(e); (iii) AFB shall terminate this Agreement pursuant to Section 7.01(f); or (iv) (A) AFB shall terminate this Agreement pursuant to Section 7.01(c) because First Security willfully breaches any of its representations, warranties, covenants, or agreements, and (B) First Security executes a definitive agreement providing for an Acquisition Proposal with any Person (other than AFB) within nine (9) months following the Termination Date; then First Security shall pay to AFB a termination fee in an amount equal to $1,850,000 (the “Termination Amount”). The Termination Amount shall be paid immediately upon termination; provided, however, if the Termination Amount is payable pursuant to clause (iv) above, the Termination Amount shall be paid on or before the execution of the definitive agreement contemplating such Acquisition Proposal. AFB and American Founders jointly and severally agree that, if this Agreement is terminated pursuant to Section 7.01(b) or (c) as a result of the failure of AFB or American Bank to raise any capital or funds needed to obtain or comply with any approval, consent or clearance necessary to satisfy the condition set forth in Section 6.01(b) prior to June 30, 2006, then AFB and American Bank shall, jointly and severally, pay First Security in immediately available funds an amount equal to the Termination Amount. The Termination Amount shall be paid immediately upon termination. (c) First Security agrees that, if (i) AFB shall terminate this Agreement pursuant to Section 7.01(c), (ii) either AFB or First Security terminate this Agreement pursuant to Section 7.01(d), (iii) First Security shall terminate this Agreement pursuant to Section 7.01(e), or (iv) AFB shall terminate this Agreement pursuant to Section 7.01(f), then First Security shall pay to AFB, within five (5) Business Days of receipt by First Security of a written notice from AFB evidencing AFB’s documented expenses, an amount equal to AFB’s documented expenses; provided that such amount shall not exceed $200,000. Notwithstanding the foregoing, any recovery by AFB under Section 7.03(b) shall not preclude AFB from also recovering under Section 7.03(c).
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Samples: Merger Agreement (First Security Bancorp Inc /Ky/), Merger Agreement (First Security Bancorp Inc /Ky/)
Termination Amount and Expenses. (a) Except as set forth in this Section 7.03, all expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid in accordance with the provisions of Section 8.03.
(b) Kentucky First Security agrees that if (i) (A) this Agreement is terminated pursuant to Section 7.01(d), (B) and the shares of Kentucky First Security Common Stock subject to the Voting Agreement shall not have been voted in accordance with the terms thereof; and (C) First Security executes a definitive agreement providing for an Acquisition Proposal with any Person (other than AFB) within nine (9) months following the Termination Date; (ii) Kentucky First Security shall terminate this Agreement pursuant to Section 7.01(e); (iii) AFB Bourbon shall terminate this Agreement pursuant to Section 7.01(f); or (iv) (A) AFB Bourbon shall terminate this Agreement pursuant to Section 7.01(c) because Kentucky First Security willfully breaches any of its representations, warranties, covenants, or agreements, and (B) Kentucky First Security executes a definitive agreement providing for contemplating an Acquisition Proposal with any Person (other than AFBBourbon) within nine one (91) months year following the Termination Date; then Kentucky First Security shall pay to AFB Bourbon a termination fee in an amount equal to $1,850,000 700,000 (the “"Termination Amount”"). The Termination Amount shall be paid immediately upon termination; provided, however, if the Termination Amount is payable pursuant to clause (iv) above, the Termination Amount shall be paid on or before the execution of the definitive agreement contemplating such Acquisition Proposal. AFB and American Founders jointly and severally agree that, if this Agreement is terminated pursuant to Section 7.01(b) or (c) as a result of the failure of AFB or American Bank to raise any capital or funds needed to obtain or comply with any approval, consent or clearance necessary to satisfy the condition set forth in Section 6.01(b) prior to June 30, 2006, then AFB and American Bank shall, jointly and severally, pay First Security in immediately available funds an amount equal to the Termination Amount. The Termination Amount shall be paid immediately upon termination.
(c) Kentucky First Security agrees that, if (i) AFB Bourbon shall terminate this Agreement pursuant to Section 7.01(c), (ii) either AFB Bourbon or Kentucky First Security terminate this Agreement pursuant to Section 7.01(d), (iii) Kentucky First Security shall terminate this Agreement pursuant to Section 7.01(e), or (iv) AFB Bourbon shall terminate this Agreement pursuant to Section 7.01(f), then Kentucky First Security shall pay to AFBBourbon, within five (5) Business Days of receipt by Kentucky First Security of a written notice from AFB Bourbon evidencing AFB’s Bourbon's documented expenses, an amount equal to AFB’s Bourbon's documented expenses; provided that such amount shall not exceed $200,000. Notwithstanding the foregoing, any recovery by AFB Bourbon under Section 7.03(b) shall not preclude AFB Bourbon from recovering also recovering under Section 7.03(c); provided that such payment shall be used to reduce the amount payable pursuant to Section 7.03(b) herein in the event a payment is made pursuant to such Section 7.03(b).
(d) Each Party acknowledges that the agreements contained in this Section 7.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, such party would not enter into this Agreement; accordingly, if a party fails to pay promptly amounts due hereunder, and, in order to obtain such payment, the other party commences a suit which results in a judgment against Kentucky First for such amounts, the non-prevailing party shall pay the prevailing party's reasonable expenses (including reasonable attorneys' fees) incurred in connection with such suit.
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Termination Amount and Expenses. (a) Except as set forth in this Section 7.03, all expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid in accordance with the provisions of Section 8.03.
(b) First Security agrees that if Company shall pay to Porter Bancorp, by wire transfer of immediately available funds, x xxxxination fee in the amount of $500,000 (the "Termination Fee") if:
(i) This Agreement is terminated by Company pursuant to Section 7.01(e); or
(A) this This Agreement is terminated by Porter Bancorp pursuant to Section 7.01(d7.01(c)(i) as a result of a wixxxxx breach by Company or Section 7.01(f) (provided that Porter Bancorp shall not have been in breach of a material term of txxx Xgreement at the time the Company Board made a Change in Recommendation), or by Porter Bancorp or Company pursuant to Section 7.01(d)(ii); axx (X) at any time after the date of this Agreement, an Acquisition Proposal with respect to Company shall have been publicly announced, publicly proposed or commenced; and (C) within twelve (12) months after the date of such termination, Company shall have entered into an agreement relating to such previously announced Acquisition Proposal or such previously announced Acquisition Proposal shall have been consummated. No Termination Fee shall be paid unless all of the conditions set forth in subclauses (A), (B) and (C), above, have occurred. The Termination Fee shall be payable (i) on the shares date of First Security Common Stock subject termination of this Agreement in the case of clause (i) above and (ii) two (2) Business Days after the first to occur of the Voting Agreement shall not have been voted execution of the agreement relating to an Acquisition Proposal or consummation of the Acquisition Proposal in the case of clause (ii) above. Upon payment of the Termination Fee in accordance with the terms thereof; and this Section 7.03, Company shall have no further liability to Porter Bancorp at law or in equity with respect to such terminaxxxx under Section 7.01(e), 7.01(c) or 7.01(f), or otherwise with respect to this Agreement.
(Cc) First Security executes a definitive agreement providing for an Acquisition Proposal with any Person Company agrees that, if (other than AFBi) within nine (9) months following the Termination Date; (ii) First Security Porter Bancorp shall terminate this Agreement pursuant to Section 7.01(e); (iii) AFB shall terminate this Agreement pursuant to Section 7.01(f); or (iv) (A) AFB shall terminate this Agreement pursuant to Section 7.01(c) because First Security willfully breaches any of its representations, warranties, covenants, or agreements, and (B) First Security executes a definitive agreement providing for an Acquisition Proposal with any Person (other than AFB) within nine (9) months following the Termination Date; then First Security shall pay to AFB a termination fee in an amount equal to $1,850,000 (the “Termination Amount”). The Termination Amount shall be paid immediately upon termination; provided, however, if the Termination Amount is payable pursuant to clause (iv) above, the Termination Amount shall be paid on or before the execution of the definitive agreement contemplating such Acquisition Proposal. AFB and American Founders jointly and severally agree that, if this Agreement is terminated pursuant to Section 7.01(b) or (c) as a result of the failure of AFB or American Bank to raise any capital or funds needed to obtain or comply with any approval, consent or clearance necessary to satisfy the condition set forth in Section 6.01(b) prior to June 30, 2006, then AFB and American Bank shall, jointly and severally, pay First Security in immediately available funds an amount equal to the Termination Amount. The Termination Amount shall be paid immediately upon termination.
(c) First Security agrees that, if (i) AFB shall terminate this Agreement pursuant to Section 7.01(c0.00(c), (ii) either AFB Porter Bancorp or First Security Company terminate this Agreement pursuant to Section 7.01(dSectixx 0.01(d)(ii), (iii) First Security Company shall terminate this Agreement pursuant to Section 7.01(e), or (iv) AFB Porter Bancorp shall terminate this Agreement pursuant to Section 7.01(f0.00(x) (provided that Porter Bancorp shall not have been in breach of a material term of xxxx Agreement at the time the Company Board made a Change in Recommendation), then First Security Company shall pay to AFBPorter Bancorp, within five (5) Business Days of receipt by First Security Company ox x xxitten notice from Porter Bancorp evidencing Porter Bancorp's documented expenses, xx xxount equal to Porter Baxxxxx's documented expenses; provided that such amount xxxxx not exceed $200,000. Notwithstanding the foregoing, any recovery by Porter Bancorp under Section 7.03(b) shall not preclude Porter Bxxxxxx from also recovering under this Section 7.03(c) providxx xxxt the amount payable under Section 7.03(b) shall be net of any amount recovered under this Section 7.03(c).
(d) Porter Bancorp agrees that if Company shall terminate this Agreement xxxxxxnt to Section 7.01(c), then Porter Bancorp shall pay to Company, within five (5) Business Days xx xxceipt by Company of a written notice from AFB Company evidencing AFB’s Company's documented expenses, an amount equal to AFB’s Company's documented expenses; provided that such amount shall not exceed $200,000. Notwithstanding the foregoing, any recovery by AFB under Section 7.03(b) shall not preclude AFB from also recovering under Section 7.03(c).
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Termination Amount and Expenses. (a) Except as set forth in this Section 7.03, all expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid in accordance with the provisions of Section 8.03.
(b) Kentucky First Security agrees that if (i) (A) this Agreement is terminated pursuant to Section 7.01(d), (B) and the shares of Kentucky First Security Common Stock subject to the Voting Agreement shall not have been voted in accordance with the terms thereof; and (C) First Security executes a definitive agreement providing for an Acquisition Proposal with any Person (other than AFB) within nine (9) months following the Termination Date; (ii) Kentucky First Security shall terminate this Agreement pursuant to Section 7.01(e); (iii) AFB Bourbon shall terminate this Agreement pursuant to Section 7.01(f); or (iv) (A) AFB Bourbon shall terminate this Agreement pursuant to Section 7.01(c) because Kentucky First Security willfully breaches any of its representations, warranties, covenants, or agreements, and (B) Kentucky First Security executes a definitive agreement providing for contemplating an Acquisition Proposal with any Person (other than AFBBourbon) within nine one (91) months year following the Termination Date; then Kentucky First Security shall pay to AFB Bourbon a termination fee in an amount equal to $1,850,000 700,000 (the “"Termination Amount”"). The Termination Amount shall be paid immediately upon termination; provided, however, if the Termination Amount is payable pursuant to clause (iv) above, the Termination Amount shall be paid on or before the execution of the definitive agreement contemplating such Acquisition Proposal. AFB and American Founders jointly and severally agree that, if this Agreement is terminated pursuant to Section 7.01(b) or (c) as a result of the failure of AFB or American Bank to raise any capital or funds needed to obtain or comply with any approval, consent or clearance necessary to satisfy the condition set forth in Section 6.01(b) prior to June 30, 2006, then AFB and American Bank shall, jointly and severally, pay First Security in immediately available funds an amount equal to the Termination Amount. The Termination Amount shall be paid immediately upon termination.
(c) Kentucky First Security agrees that, if (i) AFB Bourbon shall terminate this Agreement pursuant to Section 7.01(c), (ii) either AFB Bourbon or Kentucky First Security terminate this Agreement pursuant to Section 7.01(d), (iii) Kentucky First Security shall terminate this Agreement pursuant to Section 7.01(e), or (iv) AFB Bourbon shall terminate this Agreement pursuant to Section 7.01(f), then Kentucky First Security shall pay to AFBBourbon, within five (5) Business Days of receipt by Kentucky First Security of a written notice from AFB Bourbon evidencing AFB’s Bourbon's documented expenses, an amount equal to AFB’s Bourbon's documented expenses; provided that such amount shall not exceed $200,000. Notwithstanding the foregoing, any recovery by AFB Bourbon under Section 7.03(b) shall not preclude AFB Bourbon from recovering also recovering under Section 7.03(c); provided that such payment shall be used to reduce the amount payable pursuant to Section 7.03(b) herein in the event a payment is made pursuant to such Section 7.03(b).
(d) Each Party acknowledges that the agreements contained in this Section 7.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, such party would not enter into this Agreement; accordingly, if a party fails to pay promptly amounts due hereunder, and, in order to obtain such payment, the other party commences a suit which results in a judgment against Kentucky First for such amounts, the non-prevailing party shall pay the prevailing party's reasonable expenses (including reasonable attorneys' fees) incurred in connection with such suit.
(e) Any payment required to be made pursuant to this Section 7.03 shall be made on the requisite payment date by wire transfer of immediately available funds to an account designated by Bourbon.
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