Common use of Termination Fee; Expenses Clause in Contracts

Termination Fee; Expenses. (a) In the event of termination of this Agreement by the Company pursuant to Section 7.1(g), the Company shall make payment to Purchaser of a termination fee of $5,076,204. (b) In the event of termination of this Agreement by Purchaser pursuant to Section 7.1(f), so long as at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company shall make payment to Purchaser of a termination fee of $5,076,204. (c) If (i) this Agreement is terminated (A) by either party pursuant to Section 7.1(b) or (B) by Purchaser pursuant to Section 7.1(e) and the breach giving rise to such termination was knowing or intentional, and (ii) at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, and (iii) prior to the Company Stockholder Meeting (in the case of termination pursuant to Section 7.1(b)) or the date of termination (in the case of termination pursuant to Section 7.1(e)), an Acquisition Proposal has been publicly announced, disclosed or communicated and (iv) within twelve (12) months of such termination the Company shall consummate or enter into any agreement with respect to the Acquisition Proposal set forth in clause (iii) of this Section 7.2(c), then the Company shall make payment to Purchaser of a termination fee of $5,076,204. (d) The fee payable pursuant to Section 7.2(a) or (b) shall be made by wire transfer of immediately available funds at the time of termination. Any fee payable pursuant to Section 7.2(c) shall be made by wire transfer of immediately available funds within two (2) Business Days after notice of demand for payment. The Company and Purchaser acknowledge that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Purchaser would not enter into this Agreement. The amount payable by the Company pursuant to Sections 7.2(a), (b) or (c) constitutes liquidated damages and not a penalty and shall be the sole remedy of Purchaser in the event of termination of this Agreement on the bases specified in such sections.

Termination Fee; Expenses. (a) In the event of termination of If Purchaser terminates this Agreement by the Company pursuant to Section 7.1(g7.1(f), the Company shall make payment to Purchaser of a termination fee of $5,076,2044,000,000 (the “Termination Fee”). (b) In the event of termination of this Agreement by Purchaser pursuant to Section 7.1(f), so long as at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company shall make payment to Purchaser of a termination fee of $5,076,204. (c) If (i) this Agreement is terminated (A) by either party pursuant to Section 7.1(b) if the Company made a Change in Recommendation or (B) by either party pursuant to Section 7.1(d) without the Requisite Company Vote having been obtained or (C) by Purchaser pursuant to Section 7.1(e) and the breach giving rise to such termination was knowing or intentional), and (ii) at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, and (iii) prior to before the Company Stockholder Shareholder Meeting (in the case of termination pursuant to Section 7.1(b)) or the date of termination (in the case of termination pursuant to Section 7.1(d) and Section 7.1(e)), an Acquisition Proposal has been publicly announced, disclosed or communicated and (iviii) within twelve (12) months of such termination the Company shall consummate or enter into any agreement with respect to the an Acquisition Proposal (whether or not the same Acquisition Proposal as set forth in clause (iiiii) of this Section 7.2(c7.2(b)), then the Company shall make payment to Purchaser of a termination fee of $5,076,204the Termination Fee. (dc) The fee fees payable pursuant to Section 7.2(a) or (b) shall be made by wire transfer of immediately available funds at the time of termination. Any fee payable pursuant to Section 7.2(c7.2(b) shall be made by wire transfer of immediately available funds within two (2) Business Days after notice of demand for payment. The Company and Purchaser acknowledge acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Purchaser would not enter into this Agreement. The amount payable by the Company pursuant to Sections Section 7.2(a), (b) or (c) b), in each case, constitutes liquidated damages and not a penalty and shall be the sole remedy of Purchaser Purchaser, in the event of termination of this Agreement on the bases specified in such sections.

Termination Fee; Expenses. (a) In the event of termination of If Purchaser terminates this Agreement by the Company pursuant to Section 7.1(g7.1(f), the Company shall make payment to Purchaser of a termination fee of $5,076,2045,000,000. (b) In the event of termination of this Agreement by Purchaser pursuant to Section 7.1(f), so long as at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company shall make payment to Purchaser of a termination fee of $5,076,204. (c) If (i) this Agreement is terminated (A) by either party pursuant to Section 7.1(b) ), or (B) by either party pursuant to Section 7.1(d) without the Requisite Company Vote having been obtained or (C) by Purchaser pursuant to Section 7.1(e) and the breach giving rise to such termination was knowing or intentional), and (ii) at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, and (iii) prior to before the Company Stockholder Meeting (in the case of termination pursuant to Section 7.1(b)) or the date of termination (in the case of termination pursuant to Section 7.1(d) and Section 7.1(e)), an Acquisition Proposal has been publicly announced, disclosed or communicated and (iviii) within twelve (12) months of such termination the Company shall consummate or enter into any agreement with respect to the an Acquisition Proposal (whether or not the same Acquisition Proposal as set forth in clause (iiiii) of this Section 7.2(c7.2(b)), then the Company shall make payment to Purchaser of a termination fee of $5,076,2045,000,000. (c) If (i) this Agreement is terminated by either party pursuant to Section 7.1(d), (ii) the reason for such failure to consummate the Merger on or before the Outside Date is that either of the conditions set forth in Section 6.1 (b) or Section 6.1(c) shall not have been satisfied by the Outside Date and (iii) the failure of either such condition to be satisfied is not attributable to the failure of the Company to perform or observe the covenants and agreements set forth herein, then Purchaser shall pay to the Company a termination fee of $4,000,000. (d) The fee fees payable pursuant to Section 7.2(a) or (b) shall be made by wire transfer of immediately available funds at the time of termination. Any fee payable pursuant to Section 7.2(b) or Section 7.2(c) shall be made by wire transfer of immediately available funds within two (2) Business Days after notice of demand for payment. The Company and Purchaser acknowledge that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither the Company nor Purchaser would not enter into this Agreement; accordingly, if the Company or Purchaser, as applicable, fails promptly to pay the amount due pursuant to this Section 7.2, and, in order to obtain such payment, Purchaser or the Company, as applicable, commences a suit which results in a judgment against the other party for such termination fee or any portion thereof, such other party shall pay the costs and expenses of Purchaser or the Company, as applicable (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if Purchaser or the Company, as applicable, fails to pay the amounts payable pursuant to this Section 7.2, then Purchaser or the Company, as applicable, shall pay interest on such overdue amounts (for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” (as announced by JPMorgan Chase & Co. or any successor thereto) in effect on the date on which such payment was required to be made for the period commencing as of the date that such overdue amount was originally required to be paid. The amount payable by the Company pursuant to Sections Section 7.2(a), (b) or (c) b), or by Purchaser pursuant to Section 7.2(c), in each case, constitutes liquidated damages and not a penalty and shall be the sole remedy of Purchaser or the Company, as applicable, in the event of termination of this Agreement on the bases specified in such sections. The fee contemplated by Section 7.2(c) shall solely be payable subject to Section 7.2(c) of the Company’s Disclosure Letter.

Termination Fee; Expenses. (a) In the event of termination of this Agreement by the Company CMYF pursuant to Section 7.1(g), the Company CMYF shall make payment to Purchaser of a termination fee of $5,076,204808,624. (b) In the event of termination of this Agreement by Purchaser pursuant to Section 7.1(f), so long as at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company CMYF shall make payment to Purchaser of a termination fee of $5,076,204808,624. (c) If (i) this Agreement is terminated (A) by either party pursuant to Section 7.1(b) or (B) by Purchaser pursuant to Section 7.1(e) and the breach giving rise to such termination was knowing or intentional, and (ii) at the time of such termination neither Purchaser nor Purchaser Bank is not in material breach of any representation, warranty or material covenant contained herein, and (iii) prior to the Company CMYF Stockholder Meeting (in the case of termination pursuant to Section 7.1(b)) or the date of termination (in the case of termination pursuant to Section 7.1(e)), an Acquisition Proposal has been publicly announced, disclosed or communicated and (iv) within twelve (12) months of such termination the Company CMYF shall consummate or enter into any agreement with respect to the Acquisition Proposal set forth in clause (iii) of this Section 7.2(c), then the Company CMYF shall make payment to Purchaser of a termination fee of $5,076,204808,624. (d) The fee payable pursuant to Section 7.2(a) or (b) shall be made by wire transfer of immediately available funds at the time of termination. Any fee payable pursuant to Section 7.2(c) shall be made by wire transfer of immediately available funds within two (2) Business Days after notice of demand for payment. The Company CMYF, Purchaser Bank and Purchaser acknowledge that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Purchaser and Purchaser Bank would not enter into this Agreement. The amount payable by the Company CMYF pursuant to Sections 7.2(a), (b) or (c) constitutes liquidated damages and not a penalty and shall be the sole remedy of Purchaser and Purchaser Bank in the event of termination of this Agreement on the bases specified in such sections.

Termination Fee; Expenses. (a) In the event of termination of If Purchaser terminates this Agreement by the Company pursuant to Section 7.1(g7.1(f), the Company shall make payment to Purchaser of a termination fee of $5,076,2044,000,000. (b) In the event of termination of this Agreement by Purchaser pursuant to Section 7.1(f), so long as at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company shall make payment to Purchaser of a termination fee of $5,076,204. (c) If (i) this Agreement is terminated (A) by either party pursuant to Section 7.1(b) if the Company made a Change in Recommendation or (B) by either party pursuant to Section 7.1(d) without the Requisite Company Vote having been obtained or (C) by Purchaser pursuant to Section 7.1(e) and the breach giving rise to such termination was knowing or intentional), and (ii) at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, and (iii) prior to before the Company Stockholder Shareholder Meeting (in the case of termination pursuant to Section 7.1(b)) or the date of termination (in the case of termination pursuant to Section 7.1(d) and Section 7.1(e)), an Acquisition Proposal has been publicly announced, disclosed or communicated and (iviii) within twelve (12) months of such termination the Company shall consummate or enter into any agreement with respect to the an Acquisition Proposal (whether or not the same Acquisition Proposal as set forth in clause (iiiii) of this Section 7.2(c7.2(b)), then the Company shall make payment to Purchaser of a termination fee of $5,076,2044,000,000. (dc) The fee fees payable pursuant to Section 7.2(a) or (b) shall be made by wire transfer of immediately available funds at the time of termination. Any fee payable pursuant to Section 7.2(c7.2(b) shall be made by wire transfer of immediately available funds within two (2) Business Days after notice of demand for payment. The Company and Purchaser acknowledge acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Purchaser would not enter into this Agreement. The amount payable by the Company pursuant to Sections Section 7.2(a), (b) or (c) b), in each case, constitutes liquidated damages and not a penalty and shall be the sole remedy of Purchaser Purchaser, in the event of termination of this Agreement on the bases specified in such sections.

Termination Fee; Expenses. (a) In the event of termination of this Agreement by the Company IIBK pursuant to Section 7.1(g), the Company IIBK shall make payment to Purchaser of a termination fee of $5,076,2046,834,075. (b) In the event of termination of this Agreement by Purchaser pursuant to Section 7.1(f), so long as at the time of such termination Purchaser is not in material breach of any representation, warranty or material covenant contained herein, the Company IIBK shall make payment to Purchaser of a termination fee of $5,076,2046,834,075. (c) If (i) this Agreement is terminated (A) by either party pursuant to Section 7.1(b) or (B) by Purchaser pursuant to Section 7.1(e) and the breach giving rise to such termination was knowing or intentional, and (ii) at the time of such termination Purchaser or Purchaser Bank is not in material breach of any representation, warranty or material covenant contained herein, and (iii) prior to the Company IIBK Stockholder Meeting (in the case of termination pursuant to Section 7.1(b)) or the date of termination (in the case of termination pursuant to Section 7.1(e)), an Acquisition Proposal has been publicly announced, disclosed or communicated and (iv) within twelve (12) months of such termination the Company IIBK shall consummate or enter into any agreement with respect to the Acquisition Proposal set forth in clause (iii) of this Section 7.2(c), then the Company IIBK shall make payment to Purchaser of a termination fee of $5,076,2046,834,075. (d) The fee payable pursuant to Section 7.2(a) or (b) shall be made by wire transfer of immediately available funds at the time of termination. Any fee payable pursuant to Section 7.2(c) shall be made by wire transfer of immediately available funds within two (2) Business Days after notice of demand for payment. The Company IIBK, Purchaser Bank and Purchaser acknowledge that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Purchaser and Purchaser Bank would not enter into this Agreement. The amount payable by the Company IIBK pursuant to Sections 7.2(a), (b) or (c) constitutes liquidated damages and not a penalty and shall be the sole remedy of Purchaser and Purchaser Bank in the event of termination of this Agreement on the bases specified in such sections.