Common use of TERMINATION 62 Clause in Contracts

TERMINATION 62. 8.1 Termination 62 8.2 Effect of Termination and Abandonment 63 9.1 Amendment 65 9.2 Extension; Waiver 65 9.3 Nonsurvival of Representations, Warranties and Agreements 65 9.4 Expenses 65 9.5 Notices 66 9.6 Interpretation 67 9.7 Counterparts 67 9.8 Entire Agreement 68 9.9 Governing Law; Consent to Jurisdiction 68 9.10 Waiver of Jury Trial 68 9.11 Assignment; Third-Party Beneficiaries 69 9.12 Specific Performance 69 9.13 Severability 69 9.14 Confidential Supervisory Information 69 9.15 Delivery by Facsimile or Electronic Transmission 69 Exhibit A Form of Voting Agreement Exhibit B Form of Release Acquisition Proposal 55 Adverse Recommendation Change 47 affiliate 67 Agreement 1 Articles of Merger 2 Audited Financial Statements 12 Bank Combination 2 BOLI 33 business day 67 Buyer 1 Buyer 401(k) Plan 50 Buyer Benefit Plans 38 Buyer Disclosure Letter 34 Buyer Financial Statements 37 Buyer Regulatory Agreement 39 Cause 49 CERCLA 27 Certificate 4 Classified Loans 32 Closing 2 Closing Date 2 Code 16 Confidentiality Agreement 46 Deferred Plan 51 Derivative Contract 25 Designated Seller Director 54 Dissolution 2 DOL 18 Effective Time 2 Enforceability Exceptions 10 Environment 27 Environmental Laws 27 ERISA 18 ESOP 9 ESOP Loan 21 ESOP Termination Date 57 Exchange Act 13 Exchange Fund 4 Exception Shares 3 FDIA 8 FDIC 8 Federal Reserve Board 11 FHLB 8 Financial Statements 12 FINRA 11 GAAP 7 Governmental Entity 11 Hazardous Material 27 Health Plan 51 Indemnified Parties 49 Intellectual Property 30 IRS 18 knowledge 67 Leased Real Property 28 Liens 10 Loan Participation 32 Loan Property 27 Loans 32 made available 67 Material Adverse Effect 7 Materially Burdensome Regulatory Condition 45 Meeting 47 Merger 1 Merger Consideration 3 Merger Sub 1 MGCL 1 Most Recent Balance Sheet 12 Multiemployer Plan 19 Multiple Employer Plan 19 Oil 27 Option Consideration 3 Owned Real Property 28 Paying Agent 4 PBGC 18 Permitted Encumbrances 28 person 67 Personal Data 22 Phase I Assessment 43 Phase II Assessment 59 Premium Cap 52 Proxy Materials 47 Proxy Statement 11 Real Estate Leases 28 Recommendation 47 Regulatory Agencies 12 Requisite Regulatory Approvals 44 Requisite Seller Vote 10 Restrictive Covenant 20 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act 13 SDAT 2 SEC 9 Securities Act 21 Security Breach 22 Seller 401(k) Plan 50 Seller 1 Seller Articles 8 Seller Bank 1 Seller Bylaws 8 Seller Benefit Plans 17 Seller Common Stock 1 Seller Contract 24 Seller Disclosure Letter 6 Seller ERISA Affiliate 19 Seller Health Plan 50 Seller Offering 10 Seller Preferred Stock 9 Seller Qualified Plans 18 Seller Regulatory Agreement 25 Seller Reports 21 Seller Stock Option 3 Seller Stock Plan 3 Seller Systems 30 SRO 11 Subsidiary 8 Superior Proposal 55 Surviving Corporation 1 Suspense Shares 57 Takeover Laws 31 Tax 17 Taxes 17 Tax Return 17 Termination Date 62 Termination Fee 64 the date hereof 67 Transactions 2 Trust 21 Trustee 21 Voting Agreement 1 AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2019 (this “Agreement”), by and among Centreville Bank, a Rhode Island-chartered non-member savings bank (“Buyer”), PB Bancorp, Inc., a Maryland corporation (“Seller”), and ▇▇▇▇▇▇ Bank, a Connecticut-chartered savings bank and wholly owned subsidiary of Seller (“Seller Bank”).

TERMINATION 62. 8.1 Section 9.1 Termination 62 8.2 Section 9.2 Procedure and Effect of Termination and Abandonment 63 9.1 Amendment 65 9.2 Extension; Waiver 65 9.3 Nonsurvival ARTICLE X INDEMNIFICATION 63 Section 10.1 Survival of Representations, Warranties and Agreements Covenants 63 Section 10.2 Indemnification 64 Section 10.3 Indemnification Procedure 65 9.4 Expenses Section 10.4 No Right of Contribution 65 9.5 Notices 66 9.6 Interpretation Section 10.5 Mitigation 67 9.7 Counterparts Section 10.6 Insurance Effect 67 9.8 Entire Agreement 68 9.9 Governing Law; Consent to Jurisdiction 68 9.10 Section 10.7 Exclusive Remedy 67 Section 10.8 Waiver of Jury Trial Consequential Damages 67 Section 10.9 Characterization of Payments 67 Section 10.10 Escrow Matters 67 ARTICLE XI TAX MATTERS 68 9.11 Assignment; Third-Party Beneficiaries Section 11.1 Tax Returns 68 Section 11.2 Cooperation with Respect to Tax Returns 69 9.12 Specific Performance Section 11.3 Disputes 69 9.13 Severability Section 11.4 Tax Contest 69 9.14 Confidential Supervisory Information 69 9.15 Delivery by Facsimile or Electronic Transmission 69 Exhibit A Form of Voting Agreement Exhibit B Form of Release Acquisition Proposal 55 Adverse Recommendation Change 47 affiliate 67 Agreement 1 Articles Section 11.5 Prior Tax Agreements 70 Section 11.6 Allocation of Merger 2 Audited Financial Statements 12 Bank Combination 2 BOLI 33 business day 67 Buyer 1 Buyer 401(k) Plan 50 Buyer Benefit Plans 38 Buyer Disclosure Letter 34 Buyer Financial Statements 37 Buyer Regulatory Agreement 39 Cause 49 CERCLA 27 Certificate 4 Classified Loans 32 Closing 2 Closing Date 2 Code 16 Confidentiality Agreement 46 Deferred Plan 51 Derivative Contract 25 Designated Seller Director 54 Dissolution 2 DOL 18 Effective Time 2 Enforceability Exceptions 10 Environment 27 Environmental Laws 27 ERISA 18 ESOP 9 ESOP Loan 21 ESOP Termination Date 57 Exchange Act 13 Exchange Consideration 70 ARTICLE XII SELLERS’ REPRESENTATIVE 71 Section 12.1 Sellers’ Representative 71 Section 12.2 No Liability 71 Section 12.3 Decisions Binding 72 Section 12.4 Representative Expense Fund 4 Exception Shares 3 FDIA 8 FDIC 8 Federal Reserve Board 11 FHLB 8 Financial Statements 12 FINRA 11 GAAP 7 Governmental Entity 11 Hazardous Material 27 Health Plan 51 Indemnified Parties 49 Intellectual Property 30 IRS 18 knowledge 67 Leased Real Property 28 Liens 10 Loan Participation 32 Loan Property 27 Loans 32 made available 67 Material Adverse Effect 7 Materially Burdensome Regulatory Condition 45 Meeting 47 Merger 1 Merger Consideration 3 Merger Sub 1 MGCL 1 Most Recent Balance Sheet 12 Multiemployer Plan 19 Multiple Employer Plan 19 Oil 27 Option Consideration 3 Owned Real Property 28 Paying Agent 4 PBGC 18 Permitted Encumbrances 28 person 67 Personal Data 22 Phase I Assessment 43 Phase II Assessment 59 Premium Cap 52 Proxy Materials 47 Proxy Statement 11 Real Estate Leases 28 Recommendation 47 Regulatory Agencies 12 Requisite Regulatory Approvals 44 Requisite Seller Vote 10 Restrictive Covenant 20 72 Section 12.5 Access 72 Section 12.6 ▇▇▇▇▇▇, ▇▇-▇▇▇▇▇ Act 13 SDAT 2 SEC 9 Securities Act 21 Security Breach 22 Seller 401(k& ▇▇▇▇▇▇, LLP 72 ARTICLE XIII MISCELLANEOUS 73 Section 13.1 Notices 73 Section 13.2 Governing Law; Consent to Jurisdiction; Waiver of Jury 75 Section 13.3 Company Disclosure Schedule 75 Section 13.4 Entire Agreement 75 Section 13.5 Expenses 75 Section 13.6 Counterparts 76 Section 13.7 Successors and Assigns; Binding Effect 76 Section 13.8 Amendments and Waivers 76 Section 13.9 Headings 76 Section 13.10 No Third Party Beneficiaries 76 Section 13.11 Severability 76 Section 13.12 Specific Performance 76 EXHIBITS Exhibit A Ownership of Membership Interests Exhibit B Form of Employment Letter Exhibit C Resolutions Adopted by Consenting Members Exhibit D Form of Escrow Agreement Exhibit E Amendment to Operating Agreement of the Company Exhibit F Articles of Organization of Surviving Company Exhibit G Form of Option Termination Agreement Exhibit H-1 Form of Stock Restriction Agreement (Non-Founders) Plan 50 Seller 1 Seller Articles 8 Seller Bank 1 Seller Bylaws 8 Seller Benefit Plans 17 Seller Common Exhibit H-2 Form of Stock 1 Seller Contract 24 Seller Disclosure Letter 6 Seller ERISA Affiliate 19 Seller Health Plan 50 Seller Offering 10 Seller Preferred Stock 9 Seller Qualified Plans 18 Seller Regulatory Restriction Agreement 25 Seller Reports 21 Seller Stock Option 3 Seller Stock Plan 3 Seller Systems 30 SRO 11 Subsidiary 8 Superior Proposal 55 Surviving Corporation 1 Suspense Shares 57 Takeover Laws 31 Tax 17 Taxes 17 Tax Return 17 Termination Date 62 Termination Fee 64 the date hereof 67 Transactions 2 Trust 21 Trustee 21 Voting (Founders) Exhibit I Form of Earn-Out Agreement 1 This AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2019 MERGER (this “Agreement”), dated as of November 5, 2014, is made by and among Centreville Bankbetween LIVEPERSON, INC., a Rhode Island-chartered non-member savings bank (“Buyer”), PB Bancorp, Inc., a Maryland Delaware corporation (“SellerParent”), and ▇▇▇▇▇▇ BankCATALYST LIGHTNING LLC, a Connecticut-chartered savings bank Georgia limited liability company and wholly owned subsidiary of Seller Parent (“Seller BankMerger Sub”), on the one hand, and CONTACT AT ONCE!, LLC, a Georgia limited liability company (the “Company”), and FULCRUM GROWTH FUND II QP, LLC, solely in its capacity as Sellers’ Representative, on the other hand. Each of Parent, Merger Sub, the Company and the Sellers’ Representative may also be referred to herein individually as a “Party” and collectively as the “Parties”.