Definitive Agreement. Customer’s substitution right and Boeing’s obligation in this Letter Agreement are further conditioned upon Customer’s and Boeing’s executing a definitive agreement for the purchase of the Substitute Aircraft within [*] days of Customer’s substitution notice to Boeing or of Customer’s acceptance of an alternate delivery month in accordance with paragraph 2. above.
Definitive Agreement. This Agreement and the Pricing Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof and thereof.
Definitive Agreement. This Agreement supersedes all prior agreements and understandings (written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
Definitive Agreement. This letter reflects KBW's present intention of proceeding to work with the Bank on its proposed Conversion. It does not create a binding obligation on the part of the Bank, the Company or KBW except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this letter or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by KBW pursuant to this engagement is rendered for use solely by the Bank and the Company and its agents in connection with the Conversion. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent. KBW acknowledges that in offering the Company's common stock no person will be authorized to give any information or to make any representation not contained in the offering prospectus and related offering materials filed as part of a registration statement to be declared effective in connection with the offering. Accordingly, KBW agrees that in connection with the offering it will not give any unauthorized information or make any unauthorized representation. We will be pleased to elaborate on any of the matters discussed in this letter at your convenience. Xx the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned. Very truly yours, KEEFE, BRUYETTE & WOODS, INC. By: /x/ Paxxxxxx X. MxXxxxt -------------------------------- Patricia A. McJoynt Managing Dixxxxxx XXXXXXX XXCIFIC SAVINGS BANK By: /s/ John A. Hall Date: 4-8-03 -------------------------------- John A. Hall President and CEO EXHIBIT A CONVERSION SERVICES PROPOSAL TO RAINIER PACIFIC SAVINGS BANK KBW provides thrift institutions converting from the mutual to stock form of ownership with a comprehensive program of stock issuance services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The following list is representative of the stock issuance services, if appropriate, we propose to perform on behalf of the Bank. General Services Assist management and legal counsel with the design of the tran...
Definitive Agreement. Unless and until a definitive written agreement between the Receiving Party and the Company with respect to a Transaction has been executed and delivered, neither the Receiving Party nor the Company will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.
Definitive Agreement. Unless and until a definitive written agreement between the Recipient and the Disclosing Party with respect to the Potential Transaction has been executed and delivered, neither the Recipient nor the Disclosing Party will be under any legal obligation of any kind whatsoever with respect to the Potential Transaction by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.
Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general intention of the Bank and Sandler O'Nexxx xxxh respect to the services to be provided by Sandler O'Nexxx xx connection with the Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only legal and binding obligations of the Bank, the Holding Company and Sandler O'Nexxx xxxh respect to the subject matter hereof shall be (1) the Bank's obligation to reimburse costs and expenses pursuant to the section captioned "Costs and Expenses," (2) those set forth under the captions "Confidentiality" and "Indemnification," and (3) as set forth in a duly negotiated and executed definitive Agency Agreement to be entered into prior to the commencement of the Subscription Offering relating to the services of Sandler O'Nexxx xx connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'Nexxx, xxe Bank and the Holding Company and their respective counsel and shall contain standard indemnification provisions consistent herewith. Sandler O'Nexxx'x xxxcution of such Agency Agreement shall also be subject to (i) Sandler O'Nexxx'x xxxisfaction with its investigation of the Bank's business, financial condition and results of operations, (ii) preparation of offering materials that are satisfactory to Sandler O'Nexxx xxx its counsel, (iii) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnsel, (iv) agreement that the price established by the independent appraiser is reasonable and (v) market conditions at the time of the proposed offering. Sandler O'Nexxx xxx terminate this agreement if such Agency Agreement is not entered into prior to June 30, 1998.
Definitive Agreement. This Agreement reflects FIG’s present intention of proceeding to work with the Company on its proposed Offering. No legal and binding obligation is created on the part of the Company or FIG with respect to the subject matter hereof, except as to (i) the agreement to maintain the confidentiality of Confidential Information set forth in Section 9, (ii) the payment of certain fees as set forth in Section 3, (iii) the payment of expenses as set forth in Section 4, (iv) the representations set forth in Section 5, (v) the indemnification and contribution provisions set forth in Section 6 and (iv) those terms set forth in a mutually agreed upon Agency Agreement between FIG and the Company to be executed prior to commencement of the Offering, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. FIG’s execution of such Agency Agreement shall also be subject to (a) the satisfactory completion of FIG’s Due Diligence Review, (b) the preparation of Offering materials that are satisfactory to FIG, (c) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of FIG and its counsel, (d) receipt of internal approvals, (e) agreement that the price established by the independent appraiser for the Offering is reasonable under market conditions at the time of the proposed Offering, and (f) satisfactory market conditions at the time of the proposed Offering.
Definitive Agreement. Following Customer’s *** the parties will sign a definitive agreement for the purchase of such *** Aircraft (Definitive Agreement) within ***. The Definitive Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement. In the event the parties have not entered into a Definitive Agreement within ***, either party ***. If Customer and Boeing fail to enter into the Definitive Agreement, Boeing will ***.
Definitive Agreement. Unless and until a definitive written agreement between the Parties with respect to a Transaction has been executed and delivered, neither Party shall be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.
