Common use of BINDING EFFECT, ENTIRE UNDERSTANDING Clause in Contracts

BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for terms of the Fee Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto 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 payable to the Lead Managers for the Offer or any taxes payable with respect thereto.

Appears in 1 contract

Samples: Syndicate Agreement

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BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 16.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for terms of Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Fee Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof 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 payable to the Lead Managers BRLMs for the Offer or any taxes payable with respect thereto.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for terms of the Fee Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto 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 payable to the Lead Managers for the Offer or any taxes payable with respect thereto.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 19.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for terms of the Fee Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto 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 payable to the Lead Managers for the Offer or any taxes payable with respect thereto.

Appears in 1 contract

Samples: Syndicate Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 15.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties heretoand their respective successors and permitted assigns. Except for terms of in relation to the Fee fees and expenses contained in the Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof 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 Engagement Letter, the terms of this Agreement shall prevail, provided that the Fee Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLMs for the Offer or any taxes payable with respect thereto.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 21.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for terms of the Fee Letter, the terms and conditions in this Agreement (including in relation to confidentiality set out in Section 18) supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto 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 payable to the Lead Managers for the Offer or any taxes payable with respect thereto.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 15.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for terms of Unless otherwise mentioned in this Agreement, except in relation to the Fee fees and expenses contained in the Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof 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 Engagement Letter, the terms of this Agreement shall prevail, provided that the Fee Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers for the Offer or any taxes Taxes payable with respect thereto.

Appears in 1 contract

Samples: Offer Agreement

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BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 26.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for terms of Unless otherwise mentioned in this Agreement, except in relation to the Fee fees and expenses contained in the Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof 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 Engagement Letter, the terms of this Agreement shall prevail, provided that the Fee Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers Underwriters for the Offer or any taxes Taxes payable with respect thereto.

Appears in 1 contract

Samples: Underwriting Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for terms of Unless otherwise mentioned in this Agreement, and except in relation to the Fee fees and expenses contained in the respective Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof 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 Engagement Letter, the terms of this Agreement shall prevail, provided that the Fee Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers for the Offer or any taxes payable with respect theretothereto or exclusivity.

Appears in 1 contract

Samples: 2022 Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties heretoParties. Except for the terms of the Fee Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof 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 solely to the fees or expenses payable to the Lead Managers BRLMs for the Offer or any taxes payable with respect thereto.

Appears in 1 contract

Samples: 2022 Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 14.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for terms of Unless otherwise mentioned in this Agreement, except in relation to the Fee fees and expenses contained in the Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof 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 Engagement Letter, the terms of this Agreement shall prevail, provided that the Fee Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers for the Offer or any taxes Taxes payable with respect thereto.

Appears in 1 contract

Samples: Offer Agreement

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