Common use of OLB Termination Fee Clause in Contracts

OLB Termination Fee. (i) As an inducement to OLB to enter into this Agreement, to incur the costs and expenses related hereto and to consummate the Contemplated Transactions, Holdings hereby agrees to pay OLB, and OLB shall be entitled to payment of, a fee of one million seven hundred and fifty thousand dollars ($1,750,000) (the “OLB Termination Fee) if this Agreement is terminated by: (A) OLB pursuant to Section 7.1(b) (provided that OLB is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement); (B) OLB pursuant to Section 7.1(e) because the Closing failed to occur prior to July 1, 2013 and such failure resulted from the knowing, willful and intentional actions or inactions of Holdings or WSB (provided OLB is not then in material breach of any material representation, warranty, covenant, or other agreement contained in this Agreement); (C) OLB or Holdings pursuant to Section 7.1(f) because a Regulatory Authority refused to issue a consent or approval required for the consummation of any of the Contemplated Transactions and such refusal resulted from the knowing, willful and intentional actions or inactions of Holdings or WSB (provided OLB is not then in material breach of any material representation, warranty, covenant, or other agreement contained in this Agreement); (D) OLB pursuant to Section 7.1(i) or Section 7.1(l); or (E) Holdings pursuant to Section 7.1(j).

OLB Termination Fee. (i) As an inducement to OLB to enter into this AgreementIn recognition of the efforts, to incur expenses and other opportunities foregone by BYBK while structuring and pursuing the costs and expenses related hereto and to consummate the Contemplated TransactionsMerger, Holdings hereby agrees to pay OLB, and OLB shall be entitled pay to payment of, BYBK by wire transfer of immediately available funds a termination fee of one million seven hundred and fifty thousand dollars (equal to $1,750,000) 5,076,000 (the “OLB Termination Fee”) if BYBK terminates this Agreement is terminated bypursuant to: (Ai) OLB pursuant to Section 7.1(b) (provided that OLB is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement); (Bii) OLB pursuant to Section 7.1(e7.1(c) because the Closing failed to occur prior to July 1April 30, 2013 2018 or June 30, 2018, as applicable, and such failure resulted from the knowing, willful and intentional actions or inactions of Holdings OLB or WSB Old Line (provided OLB that BYBK is not then in material breach of any material representation, warranty, covenant, covenant or other agreement contained in this Agreement); (Ciii) OLB or Holdings pursuant to Section 7.1(f7.1(d) because a Regulatory Authority refused to issue a consent or approval required for the consummation of any of the Contemplated Transactions and such refusal resulted from the knowing, willful and intentional actions or inactions of Holdings OLB or WSB Old Line (provided OLB that BYBK is not then in material breach of any material representation, warranty, covenant, covenant or other agreement contained in this Agreement); (D) OLB pursuant to Section 7.1(i) or Section 7.1(l); or (Eiv) Holdings pursuant to Section 7.1(j7.1(k) (provided that BYBK is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement). In any such case, OLB shall pay the OLB Termination Fee as promptly as practicable (but in any event within three Business Days) after termination of the Agreement. If payment of the OLB Termination Fee is timely made, then BYBK will have no other rights or claims against OLB and its officers, directors, attorneys and financial advisors under this Agreement, it being agreed that the acceptance of the OLB Termination Fee under this Section 8.1 will constitute the sole and exclusive remedy of BYBK against OLB and its officers, directors, attorneys and financial advisors.

OLB Termination Fee. (i) As an inducement to OLB to enter into this AgreementIn recognition of the efforts, to incur expenses and other opportunities foregone by BYBK while structuring and pursuing the costs and expenses related hereto and to consummate the Contemplated TransactionsMerger, Holdings hereby agrees to pay OLB, and OLB shall be entitled pay to payment of, BYBK by wire transfer of immediately available funds a termination fee of one million seven hundred and fifty thousand dollars (equal to $1,750,000) 5,076,000 (the “OLB Termination Fee”) if BYBK terminates this Agreement is terminated bypursuant to: (Ai) OLB pursuant to Section 7.1(b) (provided that OLB is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement); (Bii) OLB pursuant to Section 7.1(e7.1(c) because the Closing failed to occur prior to July 1April 30, 2013 2018 or June 30, 2018, as applicable, and such failure resulted from the knowing, willful and intentional actions or inactions of Holdings OLB or WSB Old Line (provided OLB that BYBK is not then in material breach of any material representation, warranty, covenant, covenant or other agreement contained in this Agreement); (Ciii) OLB or Holdings pursuant to Section 7.1(f7.1(d) because a Regulatory Authority refused to issue a consent or approval required for the consummation of any of the Contemplated Transactions and such refusal resulted from the knowing, willful and intentional actions or inactions of Holdings OLB or WSB Old Line (provided OLB that BYBK is not then in material breach of any material representation, warranty, covenant, covenant or other agreement contained in this Agreement); (D) OLB pursuant to Section 7.1(i) or Section 7.1(l); or (Eiv) Holdings pursuant to Section 7.1(j7.1(k) (provided that BYBK is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement). In any such case, OLB shall pay the OLB Termination Fee as promptly as practicable (but in any event within three Business Days) after termination of the Agreement. 105 If payment of the OLB Termination Fee is timely made, then BYBK will have no other rights or claims against OLB and its officers, directors, attorneys and financial advisors under this Agreement, it being agreed that the acceptance of the OLB Termination Fee under this Section 8.1 will constitute the sole and exclusive remedy of BYBK against OLB and its officers, directors, attorneys and financial advisors.

OLB Termination Fee. (i) As an inducement to OLB to enter into this AgreementIn recognition of the efforts, to incur expenses and other opportunities foregone by DCB while structuring and pursuing the costs and expenses related hereto and to consummate the Contemplated TransactionsMerger, Holdings hereby agrees to pay OLB, and OLB shall be entitled pay to payment ofDCB by wire transfer of immediately available funds a termination fee equal to the amount determined by multiplying 0.052 (i.e., a fee 3.25% of one million seven hundred and fifty thousand dollars ($1,750,0001.6) by the DCB Tangible Equity (the “OLB Termination Fee”), such OLB Termination Fee to be paid as promptly as practicable (but in any event within three Business Days) after termination of the Agreement, if this Agreement is terminated byby DCB pursuant to: (Ai) OLB pursuant to Section 7.1(b); (ii) Section 7.1(c) because the Closing failed to occur prior to October 31, 2017 or November 30, 2017, as applicable, and such failure resulted from the knowing, willful and intentional actions or inactions of OLB or Old Line (provided that OLB DCB is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement); or (Biii) OLB pursuant to Section 7.1(e) because the Closing failed to occur prior to July 1, 2013 and such failure resulted from the knowing, willful and intentional actions or inactions of Holdings or WSB (provided OLB is not then in material breach of any material representation, warranty, covenant, or other agreement contained in this Agreement); (C) OLB or Holdings pursuant to Section 7.1(f7.1(d) because a Regulatory Authority refused to issue a consent or approval required for the consummation of any of the Contemplated Transactions and such refusal resulted from the knowing, willful and intentional actions or inactions of Holdings OLB or WSB Old Line (provided OLB that DCB is not then in material breach of any material representation, warranty, covenant, or other agreement contained in this Agreement); (D) . If payment of the OLB pursuant to Termination Fee is timely made, then DCB will have no other rights or claims against OLB and its officers, directors, attorneys and financial advisors under this Agreement, it being agreed that the acceptance of the OLB Termination Fee under this Section 7.1(i) or Section 7.1(l); or (E) Holdings pursuant to Section 7.1(j)8.1 will constitute the sole and exclusive remedy of DCB against OLB and its officers, directors, attorneys and financial advisors.