Common use of BINDING EFFECT, ENTIRE UNDERSTANDING Clause in Contracts

BINDING EFFECT, ENTIRE UNDERSTANDING. The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties. These terms and conditions of this Agreement shall supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Fee Letter, the terms of this Agreement shall prevail, provided that the Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses (except applicable taxes on such fees and expenses) payable to the BRLMs for the Offer payable with respect thereto. For avoidance of doubt, it is hereby clarified that the provisions of this Agreement under Clause 23 with respect to taxes applicable to any payments to the BRLMs shall supersede and prevail over any prior agreements or understandings in this regard, including without limitation, the Fee Letter.

BINDING EFFECT, ENTIRE UNDERSTANDING. The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties. These Except for the Fee Letter, the terms and conditions of this Agreement shall supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Fee Letter, the terms of this Agreement shall prevail, provided that the Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses (except applicable taxes on such fees and expenses) payable to the BRLMs Underwriters for the Offer payable with respect thereto. For avoidance of doubt, it is hereby clarified that the provisions of this Clause 22 (Taxes) of the Offer Agreement under Clause 23 with respect to taxes applicable to any payments to the BRLMs Underwriters shall supersede and prevail over any prior agreements or understandings in this regard, including without limitation, the Fee Letter.