Termination and Expenses. 12.1 Termination 97 12.2 Effect of Termination 98 12.3 Fees and Expenses 99
Termination and Expenses. Termination 75 8.2 Notice of Termination; Effect of Termination 76 8.3 Expenses and Other Payments 77 9.1 Definitions 78 9.2 Construction 94
Termination and Expenses. 55 AGREEMENT AND PLAN OF MERGER
Termination and Expenses. 73 14. MISCELLANEOUS....................................................... 74 14.1 Notices...................................................... 74 14.2 Binding Agreement............................................ 75 14.3 Consent to Jurisdiction and Forum Selection.................. 75 14.4
Termination and Expenses. 54 Section 8.1 Termination.......................................................................54 Section 8.2
Termination and Expenses. 72 7.2 Survival of Representations, Warranties and Covenants....................................... 72 7.3
Termination and Expenses. In the event of termination of this Agreement by either Redwood Empire or Westamerica as provided in Section 11(b), neither Redwood Empire nor Westamerica shall have any further obligation or liability to the other party except with respect to this Section 11(d) and to maintain the confidentiality of the other party’s information pursuant to Section 3.3; provided, however, that nothing herein shall relieve any party from liability for any willful and material breach of the warranties and representations made by it, or willful and material failure in performance of any of its covenants, agreements or obligations hereunder. In the event of termination of this Agreement, any agreement related to the Bank Merger will also automatically terminate. If Westamerica shall terminate this Agreement pursuant to Section 11(b)(viii) or 11(b)(ix) or if Redwood Empire shall terminate this Agreement pursuant to Section 11(b)(x), Redwood Empire shall pay to Westamerica (by Fed wire transfer of immediately available funds to such account as may be designated by Westamerica in writing to Redwood Empire) the sum of $4,500,000 (the “Termination Fee”). If Redwood Empire terminates this Agreement pursuant to Section 11(b)(xi) or if Westamerica shall terminate this Agreement pursuant to Section 11(b)(xii), then Westamerica shall pay to Redwood Empire, on demand (by Fed wire transfer of immediately available funds to such account as may be designated by Redwood Empire in writing to Westamerica), the Termination Fee. If (A) either party shall terminate this Agreement pursuant to Section 11(b)(iii) and (B) at any time after the date of this Agreement and at or before the date of the Redwood Empire shareholders’ meeting, a Competing Transaction (or a proposal therefor) shall have been publicly announced or otherwise publicly communicated to Redwood Empire’s shareholders; and if (C) within twelve (12) months of the date of such termination of this Agreement, Redwood Empire or any of its subsidiaries executes any definitive agreement with respect to, or consummates, any Competing Transaction, then Redwood Empire shall pay to Westamerica the Termination Fee on the Business Day following such execution or consummation; provided, that for purposes of this sentence, the term “Competing Transaction” shall have the meaning set forth in Section 3.2(j)(i), except that the reference to “15% or more” in the definition of Competing Transaction shall be deemed to be a reference to “a majority”. In ...
Termination and Expenses. Termination of this Agreement shall not terminate or affect the Stock Option Agreement or the representations and warranties in Article 3 insofar as they relate to the Stock Option Agreement or the obligations of the parties under Section 5.1(e), 5.2(h) or 8.1 or otherwise to pay expenses as provided elsewhere herein, to maintain the confidentiality of the other party's information pursuant to Section 5.3(d), or the provisions of this Section 7.1(d) or of Section 8.5, 8.8 or 8.9 or the second sentence of Section 8.3 and shall not affect any agreement after such termination. The parties agree that any termination of this Agreement shall not in any manner release or be construed as so releasing the nonterminating party or parties or their respective officers or directors from any liability or damage to the other party or parties arising out of, in connection with or otherwise relating to, directly or indirectly, such parties' willful breach of its covenants, agreements, representations or warranties hereunder.
Termination and Expenses. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing by mutual written consent of the Purchaser and the Seller. In the event of the valid termination of this Agreement pursuant to this Article VI, this Agreement shall forthwith become void, and there shall be no liability on the part of any Party or any of their respective representatives, and all rights and obligations of each Party shall cease.
Termination and Expenses. 10 6.1. Termination............................................................................... 10 6.2. Liabilities in Event of Termination....................................................... 10 ARTICLE 7. MISCELLANEOUS......................................................................................... 11
