Entire Agreement; Binding Effect; Non-Assignment; Counterparts Sample Clauses

Entire Agreement; Binding Effect; Non-Assignment; Counterparts. Except as otherwise expressly provided herein, this Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement between the parties hereto and supersedes all other prior agreements and undertakings, both written and oral, between the parties, with respect to the subject matter hereof; and (b) is not intended to confer upon any other person any rights or remedies hereunder except as specifically provided herein. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party hereto. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement.
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Entire Agreement; Binding Effect; Non-Assignment; Counterparts. Except as otherwise expressly provided herein, this Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement between the parties hereto and supersedes all other prior agreements and undertakings, both written and oral, between the parties, with respect to the subject matter hereof; and (b) is not intended to confer upon any other person any rights or remedies hereunder except as specifically provided herein. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties hereto; Table of Contents provided, however, that Midwest may assign its rights hereunder to an affiliate of Midwest; provided further, that such an assignment by Midwest shall not relieve Midwest from any Liability if such affiliate fails to perform this Agreement. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement.
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Entire Agreement; Binding Effect; Non-Assignment; Counterparts. Except as otherwise expressly provided herein, this Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement between the parties hereto and supersedes all other prior agreements, including the mutual confidentiality agreement, dated as of July 15, 2002, between GBC and Cathay Bancorp, and undertakings, both written and oral, between the parties, with respect to the subject matter hereof; and (b) is not intended to confer upon any other person any rights or remedies hereunder except for Section 5.13 or as otherwise specifically provided herein. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party hereto. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement. The parties hereto agree that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or document will be construed against the party drafting such agreement or document. The undersigned have caused this Agreement and Plan of Merger to be executed as of the day and year first above written. CATHAY BANCORP, INC. CATHAY BANK By /s/ Dunson K. Cheng By /s/ Dunson K. Cheng ---------------------------------- ---------------------------------------- Dunson K. Cheng Dunson K. Cheng Chairman, Xxxxxdent & XXX Xxxxxxxx, Xxxxxdxxx & XXO GENERAL BANK GBC BANCORP By /s/ Peter Wu By /s/ Peter Wu ---------------------------------- ---------------------------------------- Peter Wu Peter Wu Chairman, Presidenx & XXX Chairman, Presidenx & XXX EXHIBIT A DEFINITIONS "1988 OPTION" shall have the meaning ascribed to it in Section 1.4(h)(iii).
Sample 1
Entire Agreement; Binding Effect; Non-Assignment; Counterparts. Except as otherwise expressly provided herein, this Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement between the parties hereto and supersedes all other prior agreements and undertakings, both written and oral, between the parties, with respect to the subject matter hereof; and (b) is not intended to confer upon any other Person any rights or remedies hereunder except as specifically provided herein. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties hereto; provided, however, that Buyer may assign its rights hereunder to an Affiliate of Buyer without the prior written consent of any other party hereto; provided further, that such an assignment by Buyer shall not relieve Buyer from any Liability if such Affiliate fails to perform this Agreement. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement.
Sample 1Sample 2
Entire Agreement; Binding Effect; Non-Assignment; Counterparts. Except as otherwise expressly provided herein, this Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement between the parties hereto and supersedes all other prior agreements and undertakings, both written and oral, between the parties, with respect to the subject matter hereof (other than the Confidentiality Agreement); and (b) except as provided in Section 5.14, is not intended to confer upon any other person any rights or remedies hereunder except as specifically provided herein. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party hereto. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement. The parties hereto agree that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or document will be construed against the party drafting such agreement or document. The undersigned have caused this Agreement to be executed as of the day and year first above written. UNIONBANCAL CORPORATION UNION BANK OF CALIFORNIA, N.A. By /s/ D. Xxxxxxx Xxxxxx By /s/ D. Xxxxxxx Xxxxxx D. Xxxxxxx Xxxxxx Senior Vice President D. Xxxxxxx Xxxxxx Senior Vice President MONTEREY BAY BANK MONTEREY BAY BANCORP By /s/ C. Xxxxxx Xxxxxx By /s/ C. Xxxxxx Xxxxxx C. Xxxxxx Xxxxxx President and Chief Executive Officer C. Xxxxxx Xxxxxx President and Chief Executive Officer
Sample 1
Entire Agreement; Binding Effect; Non-Assignment; Counterparts. Except as otherwise expressly provided herein, this Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement between the parties hereto and supersedes all other prior agreements and undertakings, both written and oral, between the parties, with respect to the subject matter hereof; and (b) is not intended to confer upon any other person any rights or remedies hereunder except as specifically provided herein. No covenants, agreements, representations or warranties of any kinds have been made by any party hereto except as specifically set forth herein. The parties expressly acknowledge that they have not relied on prior or contemporaneous oral or written representations or statements of the other party in connection with the subject matter of this Agreement except as expressly set forth herein. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other parties hereto. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement.
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Entire Agreement; Binding Effect; Non-Assignment; Counterparts. 8.08 Waiver of Jury Trial. Agreement and Plan of Reorganization Press Release, dated 11/1/02 Table of Contents TABLE OF CONTENTS Page I. THE MERGER 1 1.01 Effects of the Merger 1 1.02 Midwest Common Stock 2 1.03 CoVest Securities 2 1.04 Termination 3 1.05 Adjustments 5 1.06 Time and Place of Closing 7 1.07 Midwest’s Deliveries at Closing 7 1.08 CoVest’s Deliveries at Closing 8 1.09 Exchange of CoVest Common Stock 9 1.10 Dissenting Shares 11 1.11 Merger of the Bank 11 II. REPRESENTATIONS AND WARRANTIES OF MIDWEST 11 2.01 Organization 12 2.02 Authorization 12 2.03 Conflicts 12 2.04 Capitalization 13 2.05 Litigation 14 2.06 Midwest Subsidiaries 14 2.07 Midwest Financial Statements; Material Changes 16 2.08 Midwest Filings 16 2.09 Midwest Reports 16 2.10 Compliance With Laws 17 2.11 Taxes 18 2.12 Defaults 18 2.13 Undisclosed Liabilities 19 2.14 Loans; Investments 19 2.15 Allowance for Loan Losses 20 2.16 Midwest Benefit Plans 20 2.17 Insurance 20 2.18 Compliance with Environmental Laws 21 2.19 Assets 22 2.20 Fees 22 2.21 Governmental Approvals 23 2.22 Disclosure 23 2.23 No Other Representation or Warranty 23 III. REPRESENTATIONS AND WARRANTIES OF COVEST 23 3.01 Organization 23 3.02 Authorization 24 3.03 Conflicts 24 3.04 Antitakeover Provisions Inapplicable 25 3.05 Capitalization 25 3.06 CoVest Financial Statements; Material Changes 25 3.07 CoVest Subsidiaries 26 Table of Contents 3.08 CoVest Filings 28 3.09 CoVest Reports 28 3.10 Compliance With Laws 28 3.11 Litigation 29 3.12 Licenses 29 3.13 Taxes 30 3.14 Insurance 30 3.15 Loans; Investments 31 3.16 Allowance for Loan Losses 32 3.17 CoVest Benefit Plans 32 3.18 Compliance with Environmental Laws 35 3.19 Disclosure Schedule of CoVest 36 3.20 Defaults 39 3.21 Materiality 39 3.22 Operations Since June 30, 2002 39 3.23 Corporate Records 41 3.24 Undisclosed Liabilities 41 3.25 Assets 41 3.26 Indemnification 42 3.27 Insider Interests 42 3.28 Fees 42 3.29 Disclosure 42 3.30 No Other Representation or Warranty 43 IV. COVENANTS 43 4.01 Conduct of Business by CoVest Until the Closing Date 43 4.02 Affiliate Agreement; CoVest Stock Options 46 4.03 Indemnification 47 4.04 Certain Actions 47 4.05 Title Matters 49 4.06 Environmental Investigation 49 4.07 Financial Review 50 4.08 Conduct of Business by Midwest Until the Closing Date 50 V. ADDITIONAL AGREEMENTS 51 5.01 Inspection of Records; Confidentiality 51 5.02 Cooperation 53 5.03 Regulatory Applications 53 5.04 Registration Statement; Stockholder Approval 54 5.05 Affil...
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Related to Entire Agreement; Binding Effect; Non-Assignment; Counterparts

  • Entire Agreement, Binding Effect and Assignment This Agreement (including the exhibits and schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, negotiations and discussions, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Party.

  • Entire Agreement; Binding Effect This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any prior agreements or understandings between the parties. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and authorized assigns.

  • ENTIRE AGREEMENT AND BINDING EFFECT This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns and supersedes any and all prior agreements between the parties whether oral or written. This Agreement may not be modified except upon further written agreement executed by both parties. Executive agrees that the Company may in its sole discretion, during the term of Executive’s employment with the Company and thereafter, provide copies of this Agreement (or excerpts of the Agreement) to others, including businesses or entities that may employ, do business with, or consider employing Executive in the future. Executive further agrees that any subsequent change or changes in his duties, compensation or areas of responsibility shall in no way affect the validity of this Agreement or otherwise render inapplicable any of the provisions of paragraphs 10 through 13 of this Agreement, which shall remain in full force and effect except as may be modified by a subsequent written agreement.

  • Binding Effect; Assignment; Severability This Schedule shall be binding on you, your employees, officers and agents. We may assign or delegate our rights and duties under this Schedule at any time without notice to you. Your rights under this Schedule may not be assigned without our prior written consent. In the event that any provision of this Schedule conflicts with the law under which this Schedule is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over you and us, such provision shall be deemed to be restated to effectuate as nearly as possible the purposes of the Schedule in accordance with applicable law. The remaining provisions of this Schedule and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

  • Binding Effect; No Partnership; Counterparts The provisions of the Master Repurchase Agreement, as amended hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between any of the parties hereto. For the purpose of facilitating the execution of this Amendment as herein provided, this Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and such counterparts when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.

  • Binding Effect; Entire Agreement Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement is binding upon and inures to the benefit of the parties hereto and their respective personal representatives, successors and permitted assigns. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

  • Assignment; Binding Effect Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

  • Binding Effect; Assignment; No Third Party Benefit This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. Except as provided in Section 8.5 and Article XI, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

  • Assignment; Binding Effect; Benefit Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

  • Binding Effect; Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

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