Effect of Termination or Abandonment Clause Samples

Effect of Termination or Abandonment. If for any reason the transactions contemplated hereby are terminated or abandoned pursuant to Section 9.2 hereof, all written schedules and other information and all copies of material from the books and records of any party heretofore furnished to any other party shall be returned promptly to the party furnishing the same and, in such event, the provisions of this Agreement relating to confidential information shall survive the termination of this Agreement and the abandonment of the reorganization.

Effect of Termination or Abandonment. In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, written notice thereof shall forthwith be given to the other parties and this Agreement shall become void and have no effect without liability of any party to any other party except as set forth below, except the provisions of Section 11.10 (Expenses); and Section 11.6 (Confidentiality; Press Releases and Public Announcements), shall survive. The parties hereto acknowledge that the Closing hereunder is subject to further due diligence and contingencies. Accordingly, the parties agree that no fee, penalty or other damages shall be due or payable for termination of this Agreement, with or without cause, by any party hereto.

Effect of Termination or Abandonment. In the event of the lawful termination of this Agreement and the abandonment of the Merger pursuant to Section 13.1, this Agreement shall become null and void, BIF shall bear all BIF Transactional Expenses, FDB shall bear all FDB Transactional Expenses, and there shall be no liability of one party to the other or any restrictions on the future activities on the part of any party hereto, or its directors, officers or stockholders, except for the obligations of BIF and FDB concerning confidentiality referred to in Sections 6.1 and 7.1, respectively, and except as provided under Sections 13.3, 13.4 and 13.5.

Effect of Termination or Abandonment. Nothing contained in this Agreement shall relieve any party from any liability for any inaccuracy, misrepresentation or breach of this Agreement, the Affiliate Agreements, the Merger Agreement, the Stock Option Agreement or the Irrevocable Proxy Agreement prior to termination.

Effect of Termination or Abandonment. (a) In the event of termination of this Agreement or the abandonment of the Merger by either Parent, Acquisition Sub or the Company as provided in Section 9.1 without the breach of any covenant or obligation of the Company on the one hand, or the Parent and Acquisition Sub on the other hand, contained in this Agreement or any related agreement (including the exhibits thereto), there shall be no liability on the part of either the Company or Parent or Acquisition Sub or their respective officers or directors, except for the fees provided for in Section 9.2(b), (c) and (e), provided, nothing contained in this Agreement shall relieve any party from any liability for any inaccuracy, misrepresentations or breach of this Agreement prior to termination. (b) The Company shall promptly, but in no event later than two Business Days after termination, pay to the Parent a fee of $500,000 ("Expense Fee") to defray the expenses incurred by Parent in connection herewith, payable by wire transfer of immediately available funds if this Agreement is terminated or the transactions contemplated herein fails to close for any reason other than (i) termination in accordance with Sections 9.1(a), (b)(iii) or (iv) (unless the court order, judgment or decree enjoining, restraining or prohibiting the Merger was sought by the Company or any of its Affiliates in which case the Expense Fee shall be paid), 9.1(c)(iv), 9.1(c)(v) (unless the failure to qualify as a pooling of interests is a result of the Company or any Significant Shareholder intentionally taking any action or failing to take any action after the date of this Agreement), 9.1(d)(i), 9.1(d)(ii), 9.1(d)(iii), or (ii) the failure of Parent or Acquisition Sub to satisfy the closing conditions (which are obligations of the Parent or Acquisition Sub) set forth in Section 8.2. (c) If this Agreement is terminated pursuant to Section 9.1(d)(v) or if this Agreement is terminated or the transactions contemplated herein fails to close as a result of (i) the breach of Section 7.2 by the Company or any of its Affiliates; (ii) the failure to satisfy the condition set forth in Section 8.1(a); (iii) the Company or any of its Subsidiaries having entered into an agreement with any third party relating to the acquisition of the Company's capital stock, options or other securities of the Company (except agreements in the ordinary course of the Company's business consistent with prior practices for amounts which are less than or equal to 5% of ...

Effect of Termination or Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 11.1, this Agreement shall become null and void, MNB shall bear all MNB Transactional Expenses, LBI shall bear all LBI Transactional Expenses, and there shall be no liability of one party to the other or any restrictions on the future activities on the part of any party to this Agreement, or its respective directors, officers or stockholders, except for the obligations of MNB and LBI concerning confidentiality referred to in Section 6.1 and Section 7.1, respectively, and except as provided under Section 11.3, Section 11.4 and Section 11.5.

Effect of Termination or Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 11.1, this Agreement shall become null and void, Old Second shall bear all Old Second Transactional Expenses, HeritageBanc shall bear all HeritageBanc Transactional Expenses, and there shall be no liability of one party to the other or any restrictions on the future activities on the part of any party to this Agreement, or its respective Representatives or shareholders, except for the obligations of Old Second and HeritageBanc concerning confidentiality referred to in Section 6.1 and except as provided under Section 11.3, Section 11.4 and Section 11.5.

Effect of Termination or Abandonment. In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, written notice thereof shall forthwith be given to the other parties and this Agreement shall become void and have no effect without liability of any party to any other party except as set forth below, except the provisions of Section 11.10 (Expenses); Section 11.12 (Confidentiality; Press Releases and Public Announcements) and Section 10.3 (Arbitration re: Termination), shall survive. In the event the parties hereto do not consummate the transactions described in this Agreement due to the breach of this Agreement by Sellers or Founders and on or before June 30, 1998, and any Seller (or any Seller's stockholders or partner) is involved in a merger, sale or transfer of a significant portion of any Seller's assets or stock or equity interests, directly or indirectly which is not related to R. Gary's Dolenga's death or disability (a "Significant Transaction"), then in such event, Founder and Sellers shall pay to CORE a fee of $1,000,000 immediately upon the occurrence of the Significant Transaction (such payment shall accrue interest at 15% per annum if not paid on the date of the Significant Transaction). All parties hereto agree that the $1,000,000 fee is reasonable in light of potential expenses and exposure of CORE and potential loss of the benefits of its bargain in connection with the proposed transaction described in this Agreement. Except for the fee related to a Significant Transaction as described above, which shall be the sole and exclusive remedy for breach of this Agreement, the parties hereto acknowledge that the Closing hereunder is subject to further due diligence and contingencies. Accordingly, the parties agree that no fee, penalty or other damages shall be due or payable for termination of this Agreement, with or without cause, by any party hereto. The parties to this Agreement acknowledge and each agree that it may be difficult, if not impossible, to accurately determine the amount of damages that may be incurred for a breach of this Agreement. Accordingly, the parties agree that the amounts payable (or not payable) and other rights granted under the circumstances described in this Article X are reasonable.

Effect of Termination or Abandonment. (a) In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 10.1, this Agreement shall become null and void, and there shall be no liability of one party to the other or any restrictions on the future activities on the part of any party to this Agreement, or its respective directors, officers or shareholders, except that: (i) the Confidentiality Agreement, this Section 10.2 and Article 11 shall survive such termination and abandonment; and (ii) notwithstanding anything to the contrary contained in this Agreement, neither First Defiance nor United Community shall be relieved or released from any liabilities or damages arising out of fraud or its Willful Breach of any provision of this Agreement occurring prior to termination. “Willful Breach” shall mean a material breach of, or material failure to perform any of the covenants or other agreements contained in, this Agreement, that is a consequence of an act or failure to act by the breaching or non-performing party with actual knowledge that such party’s act or failure to act would, or would reasonably be expected to, result in or constitute such breach of or such failure of performance under this Agreement.