Termination Fee in Certain Cases Sample Clauses

Termination Fee in Certain Cases. If this Agreement is terminated by HNC in accordance with Section 10.1(c) or (d), or by East Penn Financial pursuant to Section 10.1(e), then in any such event East Penn Financial shall immediately pay HNC a fee equal to four and one-half percent (4.5%) times the dollar amount of the total Merger Consideration calculated as of the date of termination of this Agreement as if such termination date were the Determination Date (the “Termination Fee”), in total satisfaction of any obligation to pay any damages. If HNC terminates this Agreement in accordance with Section 10.1(b)(i) and such termination is due to either (i) a knowing breach of a representation or warranty by East Penn Financial or the Bank and such breach has had or would be reasonably likely to have a Material Adverse Effect, or (ii) a knowing, material breach by East Penn Financial or the Bank of any other obligation under this Agreement, HNC and if, within eighteen (18) months after such termination, an Acquisition of East Penn Financial or the Bank occurs, East Penn Financial shall immediately pay HNC the Termination Fee, reduced by the amount of any expenses of HNC that shall have been paid by East Penn Financial or Bank under Section 10.3. East Penn Financial and the Bank agree that the amount of losses HNC would incur in such event are not reasonably capable of estimation, that the Termination Fee is a reasonable estimation and liquidation thereof under the circumstances, and that HNC would not enter into this Agreement without this provision. In the event a court would otherwise determine that the Termination Fee would be unenforceable in whole or part on the grounds that it is excessive, the amount of the Termination Fee shall be reduced to the maximum amount consistent with enforceability of this provision, and this provision shall otherwise be reformed and construed so that it shall be enforceable as nearly consistent as possible with its original intent.