Common use of Termination; Extension of Closing Date Clause in Contracts

Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to a willful breach of any material representation, warranty or covenant occurring or arising prior to the date of termination, upon the occurrence of any of the following: (a) Upon mutual agreement of the parties; (b) Upon written notice by Purchaser, Seller or Parent to the other parties immediately upon receipt by Purchaser, Seller or Parent of notice from any Governmental Authority that Purchaser, Seller or Parent, as the case may be, has been denied any Regulatory Approval by Final order; (c) Upon written notice by Purchaser, Seller or Parent to the other party, if the Closing has not occurred on or before August 30, 2012; (d) By Purchaser, Seller or Parent (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations, warranties, covenants or other agreements set forth in this Agreement on the part of another other party, which breach is not cured within 30 days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that Purchaser, Seller or Parent shall not have the right to terminate this Agreement pursuant to this Section 15.3(d) unless the breach of representation, warranty, covenant, or other agreement together with all other such breaches would have a Material Adverse Effect; or (e) By Seller or Parent if, without breaching Section 9.4, Seller or Parent, as the case may be, shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the board of directors of Seller or Parent determines, as the case may be, after consulting with and considering the advice of financial advisors and outside counsel, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 15.3(e) shall not be available unless the terminating party delivers to Purchaser (i) written notice of its intention to terminate at least ten (10) Business Days prior to termination and (ii) simultaneously with such termination, pays the Fee referred to in Section 15.4. For purposes of this Section 15.3(e), “

Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to a willful breach of any material representation, warranty or covenant occurring or arising prior to the date of termination, termination upon the occurrence of any of the following: (a) Upon mutual agreement of the parties; (b) Upon written notice by Purchaser, Seller or Parent to the other parties immediately Immediately upon receipt by Purchaser, Seller Purchaser or Parent Sellers of notice from any Governmental Authority governmental authority that Purchaser, Seller Purchaser or ParentSellers, as the case may be, has been denied any Regulatory Approval by Final order; (c) Upon written notice by Purchaser, Seller By either Purchaser or Parent to the other party, if the Closing has not occurred on or before August 30, 2012; (d) By Purchaser, Seller or Parent Sellers (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) ), if there shall have been a material breach of any of the representations, warranties, covenants or other agreements set forth in this Agreement on the part of another the other party, which breach is not cured within 30 thirty (30) days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided; (d) By either Purchaser or Sellers, howeverif the transactions contemplated by this Agreement have not been consummated on or by July 31, 2008 (unless the only reason for the delay is the expiration of any necessary statutory waiting periods relating to the Regulatory Approvals or Regulatory Contingencies); (e) By Purchaser in the event that Purchaserthe average amount of the Deposit Liabilities as reflected on the books and records of Seller during the ten (10) Business Day period up to the close of business on the twentieth (20th) Business Day preceding the Closing Date are less than $70,000,000; (f) By Citrus in the event that its Board of Directors shall have approved or recommended, Seller or Parent Citrus shall not have executed or entered into a definitive agreement with respect to, a Citrus Acquisition Proposal. In the right to terminate event that Citrus terminates this Agreement pursuant to this Section 15.3(d16.3(f), and provided that Purchaser has not otherwise breached in any material respect its obligations under this Agreement as provided in Section 16.3(c) unless above, Citrus will pay Purchaser in immediately available funds as liquidated damages an amount equal to $1,000,000 (“Break-Up Fee”). This Break-Up Fee shall be paid within three (3) Business Days subsequent to a termination of this Agreement by Citrus and the breach parties agree that this Break-Up Fee is a reasonable determination, in light of representationthe uncertainty and difficulty of ascertaining the exact amount thereof, warrantyof the loss that Purchase would actually sustain in connection with the termination of this Agreement, covenantand Purchaser shall not be entitled to any other damages, fees or other agreement together with all other such breaches would have a expenses relating to the foregoing termination of this Agreement; (g) By Sellers in the event that the Regulatory Contingencies are not satisfied on or prior to the Closing Date; (h) By Purchaser in the event that there is any Material Adverse Effect; or (ei) By Seller Purchaser pursuant to Sections 8.10 or Parent if, without breaching Section 9.4, Seller or Parent, as the case may be, shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the board of directors of Seller or Parent determines, as the case may be, after consulting with and considering the advice of financial advisors and outside counsel, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 15.3(e) shall not be available unless the terminating party delivers to Purchaser (i) written notice of its intention to terminate at least ten (10) Business Days prior to termination and (ii) simultaneously with such termination, pays the Fee referred to in Section 15.4. For purposes 8.14 of this Section 15.3(e), “Agreement.

Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the provided in Section 8.8(a) hereof and except for liability for actual direct damages due to a willful breach of any material representation, warranty warranty, covenant or covenant agreement occurring or arising prior to the date of termination, upon the occurrence of any of the following: (a) Upon mutual agreement of the parties; (b) Upon written notice by Purchaser, Seller either Purchaser or Parent Sellers to the other parties immediately upon receipt by Purchaser, Seller Purchaser or Parent Sellers of notice from any Governmental Authority governmental authority that Purchaser, Seller Purchaser or ParentSellers, as the case may be, has been denied any Regulatory Approval by Final order; (c) Upon written notice by Purchaser, Seller either Purchaser or Parent Sellers to the other partyparties, if the Third Closing has not occurred by July 31, 2000 or such later date as may be deemed by the DOJ, the Board and the Massachusetts Attorney General to be the latest date for the completion of the Third Closing (the earliest of any later dates required by the DOJ, the Board and the Massachusetts Attorney General to be the final date for purposes of this Section 16.3(c) but in no event shall such later date be later than September 30, 2000), provided, however, that the right to terminate this Agreement under this Section 16.3(c) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement shall have been the primary cause of, or shall have resulted in, the failure of the Third Closing to occur on or before August 30, 2012;prior to such date. (d) By Purchaser, Seller either Purchaser or Parent Sellers (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations, warranties, covenants or other agreements set forth in this Agreement on the part of another any other party, which breach is not cured within 30 thirty (30) days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the First Closing; provided, provided however, that Purchaser, Seller or Parent Purchaser shall not have the right to terminate this Agreement pursuant to this Section 15.3(d16.3(d) unless the breach of representation, warranty, covenant, or other agreement together with all other such breaches would have a Material Adverse Effect; or; (e) By Seller Sellers upon written notice if Purchaser or Parent ifSovereign (i) shall have breached the representations and warranties contained in Section 6.7 hereof, without breaching (ii) shall not have satisfied their obligations under Section 9.48.8 hereof, Seller or Parent(iii) on or before February 28, 2000 shall not have obtained the Purchaser Regulatory Approvals; (f) By Sellers at any time by notice to Purchaser if Fleet in its sole and absolute discretion shall determine that (i) Purchaser or Sovereign shall not have sufficient capital to support the acquisition of the Business and to perform Purchaser's and Sovereign's other obligations hereunder or (ii) if any funds held in escrow pursuant to the terms of the Escrow Agreement are released from escrow and as a result of such release Fleet in its sole and absolute discretion shall determine that Purchaser or Sovereign shall not have sufficient capital to support the case acquisition of the Business and to perform Purchaser's and Sovereign's other obligations hereunder; (g) By Sellers at any time by notice to Purchaser if the Senior Credit Facility is terminated, unless Purchaser and Sovereign shall have sufficient capital for purposes of supporting the acquisition of the Business; provided that Fleet in its sole and absolute discretion may bedetermine that Purchaser and Sovereign shall not have such sufficient capital, in which event Sellers shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the board of directors of Seller or Parent determines, as the case may be, after consulting with and considering the advice of financial advisors and outside counsel, to constitute a Superior Proposal; provided, that the right be entitled to terminate this Agreement under pursuant to this Section 15.3(e16.3(g); or (h) shall not be available unless the terminating party delivers By Sellers at any time by notice to Purchaser (i) written notice if Sellers have failed to satisfy a condition imposed by the DOJ or the Board requiring the divestiture of its intention the Business within a specified period of time and, as a result of such failure, Sellers are required by the Board or the DOJ to terminate at least ten (10) Business Days prior to termination and (ii) simultaneously with such termination, pays the Fee referred to in Section 15.4. For purposes of this Section 15.3(e), “Agreement.

Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to a willful breach of any material representation, warranty or covenant occurring or arising prior to the date of termination, upon the occurrence of any of the following: (a) Upon mutual agreement of the parties; (b) Upon written notice by PurchaserImmediately, Seller or Parent to the other parties immediately upon receipt by Purchaser, Purchaser or Seller or Parent of notice from any Governmental Authority regulatory authority that Purchaser, Seller Purchaser or ParentSeller, as the case may be, has been denied any Regulatory Approval by Final order; (c) Upon written notice by Purchaser, Seller or Parent either party to the other party, if the Closing has not occurred on or before August 30within six (6) months of the date hereof, 2012unless the parties shall by mutual agreement extend the time for Closing; (d) By PurchaserAutomatically following termination of the Parent Merger Agreement; (e) Upon written notice by Seller, Seller or Parent (provided that if the terminating party Shelton Transaction is not then in material breach consummated by December 31, 1995, xxxxxx Seller has received a "highly confident letter" by January 15, 1996 from a reputable investment banking firm as to Webster being able to raise all of any representationthe financing necessary to xxxxxxxe the transactions contemplated herein; (f) Upon written notice and at Seller's sole discretion, warranty, covenant or other agreement contained herein) if there shall have been a material breach upon the occurrence of any of the representationsevents specified below: (i) if the Registration Statement has not been filed with the Securities and Exchange Commission by the later of (y) November 15, warranties1995 or (z) the date which is thirty (30) days after Seller provides Webster with the financial information as of September 30, covenants or other agreements set forth in this Agreement on the part of another other party, which breach is not cured within 30 days following written notice 1000 xxxating to the party committing assets, branches and assumed deposit liabilities needed for inclusive in such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that Purchaser, Seller or Parent shall not have the right to terminate this Agreement pursuant to this Section 15.3(d) unless the breach of representation, warranty, covenant, or other agreement together with all other such breaches would have a Material Adverse Effectfiling; or (eii) By Seller or Parent if, without breaching Section 9.4, Seller or Parent, as if the case may be, shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith Registration Statement has not been declared effective by the board Securities and Exchange Commission by January 31, 1996, unless Webster has received a firm commitment underwriting letter fox xxx Xapital Financing from a reputable investment banking firm by January 31, 1996; or (g) Immediately, at Seller's sole discretion, upon a Change In Control of directors of Seller or Parent determines, as the case may be, after consulting with and considering the advice of financial advisors and outside counsel, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 15.3(e) shall not be available unless the terminating party delivers to Purchaser (i) written notice of its intention to terminate at least ten (10) Business Days prior to termination and (ii) simultaneously with such termination, pays the Fee referred to in Section 15.4. For purposes of this Section 15.3(e), “Webster.

Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to a willful breach of any material representation, warranty or covenant occurring or arising prior to the date of termination, upon the occurrence of any of the following: (a) Upon mutual agreement of the parties; (b) Upon written notice by Purchaser, either Purchaser or Seller or Parent to the other parties immediately upon receipt by Purchaser, Purchaser or Seller or Parent of notice from any Governmental Authority governmental authority that Purchaser, Seller Purchaser or ParentSeller, as the case may be, has been denied any Regulatory Approval by Final order; (c) Upon written notice by Purchaser, either Purchaser or Seller or Parent to the other partyparties, if the Closing has not occurred on or before August 30, 2012within one (1) year following the closing of the transactions contemplated by the Merger Agreement; (d) By Purchaser, either the Purchaser or Seller or Parent (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations, warranties, covenants or other agreements set forth in this Agreement on the part of another the other party, which breach is not cured within 30 thirty (30) days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that Purchaser, Seller or Parent Purchaser shall not have the right to terminate this Agreement pursuant to this Section 15.3(d17.3(d) unless the breach of representation, warranty, covenant, or other agreement together with all other such breaches would have a Material Adverse Effect; or (e) By Seller upon written notice if Purchaser or Parent if, without breaching Enterprise shall have breached the representation contained in Section 9.4, Seller 7.7 hereof or Parent, as the case may be, shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the board of directors of Seller or Parent determines, as the case may be, after consulting with and considering the advice of financial advisors and outside counsel, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 15.3(e) shall not be available unless the terminating party delivers have satisfied its obligation under Section 9.8 hereof; or (f) By Seller at any time by notice to Purchaser (i) written notice of its intention to terminate at least ten (10) Business Days prior to termination and (ii) simultaneously with such termination, pays if the Fee referred to in Section 15.4. For purposes of this Section 15.3(e), “Merger Agreement is terminated for any reason.

Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to a willful breach of any material representation, warranty or covenant occurring or arising prior to the date of termination, upon the occurrence of any of the following: (a) Upon mutual agreement of the parties; (b) Upon written notice by Purchaser, Seller either Purchaser or Parent Sellers to the other parties immediately upon receipt by Purchaser, Seller Purchaser or Parent Sellers of notice from any Governmental Authority governmental authority that Purchaser, Seller Purchaser or ParentSellers, as the case may be, has been denied any Regulatory Approval by Final order; (c) Upon written notice by Purchaser, Seller either Purchaser or Parent Sellers to the other partyparties, if the Closing has not occurred on or before August by September 30, 20122000; (d) By Purchaser, Seller either Purchaser or Parent Sellers (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations, warranties, covenants or other agreements set forth in this Agreement on the part of another the other party, which breach is not cured within 30 thirty (30) days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that Purchaser, Seller or Parent Purchaser shall not have the right to terminate this Agreement pursuant to this Section 15.3(d17.3(d) unless the breach of representation, warranty, covenant, or other agreement together with all other such breaches would have a Material Adverse Effect; or; (e) By Seller or Parent if, without breaching Section 9.4, Seller or Parent, as the case may be, shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the board of directors of Seller or Parent determines, as the case may be, after consulting with and considering the advice of financial advisors and outside counsel, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 15.3(e) Sellers upon written notice if Independent shall not be available unless have completed the terminating party delivers Capital Transaction and the Capital Infusion by February 15, 2000 or if Independent and Purchaser have not obtained the Purchaser's Regulatory Approvals by February 15, 2000; or (f) By Sellers at any time by notice to Purchaser (i) written notice of its intention to terminate at least ten (10) Business Days prior to termination and (ii) simultaneously with such termination, pays if the Fee referred to in Section 15.4. For purposes of this Section 15.3(e), “Merger Agreement is terminated for any reason.

Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to a willful breach of any material representation, warranty or covenant occurring or arising prior to the date of termination, and except for the confidentiality obligations set forth in Section 16.6, upon the occurrence of any of the following: (a) Upon mutual agreement of the parties; (b) Upon written notice by Purchaser, either Purchaser or Seller or Parent to the other parties immediately upon receipt by Purchaser, Purchaser or Seller or Parent of notice from any Governmental Authority governmental authority that Purchaser, Seller Purchaser or ParentSeller, as the case may be, has been denied any Regulatory Approval by Final orderorder or that any Regulatory Approval contains a Material Condition adversely affecting the party providing the notice; (c) Upon written notice by Purchaser, either Purchaser or Seller or Parent to the other partyparties, if the Closing has not occurred on or before August 30May 31, 2012;2004; or (d) By Purchaser, either the Purchaser or Seller or Parent (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations, warranties, covenants or other agreements set forth in this Agreement on the part of another the other party, which breach is not cured within 30 days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that Purchaser, Purchaser and Seller or Parent shall not have the right to terminate this Agreement pursuant to this Section 15.3(d16.3(d) unless the breach of representation, warranty, covenant, or other agreement together with all other such breaches would have a Material Adverse Effect; or (e) By Seller or Parent if, without breaching Section 9.4, Seller or Parent, as the case may be, shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the board of directors of Seller or Parent determines, as the case may be, after consulting with and considering the advice of financial advisors and outside counsel, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 15.3(e) shall not be available unless the terminating party delivers to Purchaser (i) written notice of its intention to terminate at least ten (10) Business Days prior to termination and (ii) simultaneously with such termination, pays the Fee referred to in Section 15.4. For purposes of this Section 15.3(e), “.

Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the provided on Schedule 9.8(b) and except for liability for actual direct damages due to a willful breach of any material representation, warranty warranty, covenant or covenant agreement occurring or arising prior to the date of termination, upon the occurrence of any of the following: (a) Upon mutual agreement of the parties; (b) Upon written notice by Purchaser, Seller either Purchaser or Parent Sellers to the other parties immediately upon receipt by Purchaser, Seller Purchaser or Parent Sellers of notice from any Governmental Authority governmental authority that Purchaser, Seller Purchaser or ParentSellers, as the case may be, has been denied any Regulatory Approval by Final order; (c) Upon written notice by Purchaser, Seller either Purchaser or Parent Sellers to the other partyparties, if the Closing has not occurred on or before August 30, 2012within one (1) year following the closing of the transactions contemplated by the Merger Agreement; (d) By Purchaser, Seller either the Purchaser or Parent Sellers (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations, warranties, covenants or other agreements set forth in this Agreement on the part of another any other party, which breach is not cured within 30 thirty (30) days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, provided however, that Purchaser, Seller or Parent Purchaser shall not have the right to terminate this Agreement pursuant to this Section 15.3(d17.3(d) unless the breach of representation, warranty, covenant, or other agreement together with all other such breaches would have a Material Adverse Effect; or; (e) By Seller Sellers upon written notice if Purchaser or Parent ifSovereign (i) shall have breached the representations and warranties contained in Section 7.7 hereof, without breaching Section 9.4, Seller or Parent, as the case may be, shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the board of directors of Seller or Parent determines, as the case may be, after consulting with and considering the advice of financial advisors and outside counsel, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 15.3(e(ii) shall not be available unless have satisfied their obligations under Section 9.8 hereof or under Schedule 9.8(b) hereto, (iii) on or before September 30, 1999 shall not have filed all necessary applications of Purchaser or Sovereign to obtain the terminating party delivers federal Purchaser Regulatory Approvals as described on Schedule 7.5(a) hereto, (iv) on or before October 15, 1999 shall not have filed all necessary applications of Purchaser or Sovereign to obtain the state Purchaser Regulatory Approvals as described on Schedule 7.5(a) hereto, or (v) on or before January 15, 2000 shall not have obtained the Purchaser Regulatory Approvals; (f) By Sellers at any time by notice to Purchaser (i) written notice if any funds held in escrow pursuant to the terms of its intention to terminate at least ten (10) Business Days the Commitment Letter are released from escrow prior to termination April 28, 2000 (other than in connection with the Closing) and as a result of such release Fleet in its sole and absolute discretion shall determine that Purchaser shall not have obtained sufficient capital to support the acquisition of the Business and to perform Purchaser's and Sovereign's other obligations hereunder or (ii) simultaneously with (A) if the Closing does not occur prior to April 28, 2000 (provided that Sellers are not then in material breach of any representation, warranty, covenant or agreement contained herein) because there shall have been a material breach of any of the representations, warranties, covenants or other agreements set forth in this Agreement of Purchaser or Sovereign and (B) any funds held in escrow pursuant to the terms of the Commitment Letter are released from escrow and as a result of such terminationrelease Fleet in its sole and absolute discretion shall determine that Purchaser shall not have obtained sufficient capital to support the acquisition of the Business and to perform Purchaser's and Sovereign's other obligations hereunder; (g) By Sellers at any time by notice to Purchaser if the Commitment Letter is terminated, pays the Fee referred to in Section 15.4. For unless Purchaser shall have sufficient capital for purposes of supporting the acquisition of the Business; provided that Fleet in its sole and absolute discretion may determine that Purchaser and Sovereign shall not as of the termination of the Commitment Letter have such sufficient capital, in which event Sellers shall be entitled to terminate this Agreement pursuant to this Section 15.3(e17.3(g); (h) By Sellers at any time by notice to Purchaser if the Merger Agreement is terminated for any reason; or (i) By Sellers at any time by notice to Purchaser if Sellers have failed to satisfy a condition imposed by the United States Department of Justice or the Board requiring the divestiture of the Business within a specified period of time and, “as a result of such failure, Sellers are required by the Board or the United States Department of Justice to terminate the Agreement.

Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to a willful material breach of any material representation, warranty or covenant occurring or arising prior to the date of terminationtermination and except as set forth in Section 16.13, upon the occurrence of any of the following: (a) Upon mutual agreement of the parties; (b) Upon written notice by Purchaser, Seller or Parent to the other parties immediately Immediately upon receipt by Purchaser, Purchaser or Seller or Parent of notice from any Governmental Authority that Purchaser, Seller Purchaser or ParentSeller, as the case may be, has been denied any Regulatory Approval by Final order; (c) Upon written notice by Purchaser, Seller or Parent either party to the other partyother, if the Closing has not occurred on or before August (through no failure by the terminating party to fulfill its obligations hereunder) by September 30, 2012, or such later date mutually agreed upon by the parties in writing; provided however, that such termination date shall automatically be extended until December 31, 2012, if the impediment to Closing is based upon (i) a delay in the receipt of the Purchaser's Regulatory Approvals required by this Agreement, or (ii) an inability to complete the data processing conversion due to circumstances outside the control of Purchaser and Seller; (d) By Purchaser, either the Purchaser or Seller or Parent (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach by the other of any of the representations, warranties, covenants or other agreements set forth in this Agreement on the part of another the other party, which breach is not cured within 30 thirty (30) days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that Purchaser, Seller or Parent shall not have the right to terminate this Agreement pursuant to this Section 15.3(d) unless the breach of representation, warranty, covenant, or other agreement together with all other such breaches would have a Material Adverse Effect; or; (e) By either Purchaser or Seller, if the parties are unable to agree upon a value adjustment and leasing arrangement pursuant to Section 11.2(d) of this Agreement; (f) By Purchaser if Seller is unable to eliminate or Parent if, without breaching Section 9.4, Seller or Parent, remove a Real Property Objection as the case may be, shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the board of directors of Seller or Parent determines, as the case may be, after consulting with and considering the advice of financial advisors and outside counsel, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 15.3(e) shall not be available unless the terminating party delivers to Purchaser (i) written notice of its intention to terminate at least ten (10) Business Days prior to termination and (ii) simultaneously with such termination, pays the Fee referred to provided in Section 15.4. For purposes 11.4 of this Agreement; and (g) By Seller if the Market Value Adjustment Amount is greater than Three Million Dollars ($3,000,000) as provided in Section 15.3(e), “11.5 of this Agreement.

Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to a willful breach of any material representation, warranty or covenant occurring or arising prior to the date of termination, upon the occurrence of any of the following: (a) Upon mutual agreement of the parties; (b) Upon written notice by Purchaser, Seller either Purchaser or Parent Sovereign to the other parties immediately upon receipt by Purchaser, Seller Purchaser or Parent Sovereign of notice from any Governmental Authority governmental authority that Purchaser, Seller Sovereign or ParentFNB, as the case may be, has been denied any Regulatory Approval by Final order; (c) Upon written notice by Sovereign to Purchaser, Seller or Parent to the other party, if the Closing has not occurred by 12:00 noon on or before August 304, 2012;2000, unless Sovereign, Purchaser and FNB shall have agreed to postpone the Closing Date and the date on which the conversion of account information is to occur. (d) By Purchaser, Seller either Purchaser or Parent Sovereign (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations, warranties, covenants or other agreements set forth in this Agreement on the part of another the other party, which breach is not cured within 30 thirty (30) days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that Purchaser, Seller or Parent Purchaser shall not have the right to terminate this Agreement pursuant to this Section 15.3(d17.3(d) unless the breach of representation, warranty, covenant, or other agreement together with all other such breaches would have a Material Adverse Effect; (e) Upon written notice by Purchaser to Sovereign in the event that FNB does not duly execute and deliver to Sovereign on or before June 9, 2000 the Cape Cod Supplement in form and substance satisfactory to Purchaser in its sole and absolute discretion; (f) Upon written notice by Sovereign to Purchaser in the event that FNB does not duly execute and deliver to Sovereign on or before June 9, 2000 the Community Bank Amendment and the Cape Cod Supplement, in each case in form and substance satisfactory to Sovereign in its sole and absolute discretion; (g) Upon written notice by either Sovereign or Purchaser to the other in the event that Purchaser has not obtained the Purchaser Regulatory Approvals on or before June 20, 2000; (h) Upon written notice by Sovereign to Purchaser in the event that FNB and/or Fleet terminates, repudiates or fails to perform its obligations under the Fleet/Sovereign P&A Agreement, the Community Bank Letter Agreement, the Community Bank Amendment or the Cape Cod Supplement; or (ei) By Seller or Parent if, without breaching Section 9.4, Seller or Parent, as Upon written notice by Sovereign to Purchaser in the case may be, shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith event that Sovereign is advised by the board Office of directors of Seller Thrift Supervision or Parent determines, as any other regulator that it should not consummate the case may be, after consulting with and considering the advice of financial advisors and outside counsel, to constitute a Superior Proposal; provided, that the right to terminate transactions contemplated by this Agreement under this Section 15.3(e) shall not be available unless the terminating party delivers to Purchaser (i) written notice of its intention to terminate given at least ten (10) Business Days prior to termination and (ii) simultaneously with such terminationany time on or before June 20, pays the Fee referred to in Section 15.4. For purposes of this Section 15.3(e), “2000.