Entire Agreement; Amendment; Survival. This Agreement contains all of the terms agreed upon by the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements of the Parties or their predecessors in interest as to the subject matter of this Agreement. This Agreement may not be modified except in writing, signed by the Parties hereto, that specifically references this Agreement. Sections 9, 11, 12, 13 and 14 shall survive the expiration or termination of this Agreement.
Entire Agreement; Amendment; Survival. The Consultant warrants that no promise, inducement or agreement not expressed herein has been made in connection with this Agreement; that this Agreement constitutes the entire agreement between the Consultant and the Company with respect to the consulting arrangement contemplated hereby and the other matters covered hereby and that this Agreement cancels and supersedes all prior communications or understandings between the Company and the Consultant with respect to such subject matter. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the aforesaid subject matter other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. The provisions of Sections 6, 7, 8, 9, 11 and 14 of this Agreement shall survive any termination of this Agreement and shall survive beyond the expiration of the Term.
Entire Agreement; Amendment; Survival. This Agreement, including the Exhibits that are incorporated herein, constitutes the complete and exclusive agreement of the parties with respect to the Mortgage Loans, and supersedes all prior agreements or understandings, written or oral, express or implied, relating to the subject matter hereof. This Agreement may be amended only by a written agreement signed by both parties. The expiration or termination of this Agreement for any reason will not release either party from any liabilities or obligations set forth herein or therein which (a) the parties have expressly agreed will survive any such expiration or termination or (b) remain to be performed or by their nature would be intended to be applicable following any such expiration or termination.
Entire Agreement; Amendment; Survival. This Agreement constitutes the sole and entire agreement between the parties hereto with respect to the subject matter hereof, and no modification of this Agreement shall be binding unless signed by all parties to this Agreement. No representation, promise or inducement not included in this Agreement shall be binding upon any party hereto. Except as expressly provided herein, none of the provisions of this Agreement shall survive the closing of the transaction contemplated herein.
Entire Agreement; Amendment; Survival. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. This Agreement may be amended or modified only by a written instrument executed by both the Company and Bxxxxxxx.
Entire Agreement; Amendment; Survival. This Agreement, including the exhibits that are incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, express or implied, with respect thereto. This Agreement may be amended and any provision hereof waived, but only in writing signed by the Party against whom such enforcement is sought. The waiver by a Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by either Party. Neither this Agreement nor any provision hereof shall confer upon any Person other than the Parties any rights or remedies hereunder. The Parties hereby agree that this Agreement is a complex commercial contract that has been negotiated and drafted jointly by sophisticated commercial Parties represented by counsel and, accordingly, that no rule of contract construction or interpretation pursuant to which ambiguities are construed against the draftsperson shall be applied to the construction or interpretation of this Agreement. The expiration or termination of this Agreement for any reason will not release either Party from any liabilities or obligations set forth herein or therein which (a) the Parties have expressly agreed will survive any such expiration or termination or (b) remain to be performed or by their nature would be intended to be applicable following any such expiration or termination.
Entire Agreement; Amendment; Survival. This Agreement constitutes the entire understanding between Buyer and Seller, and there are no agreements, understandings, warranties or representations between Buyer and Seller except as set forth herein. This Agreement cannot be amended except in writing executed by Buyer and Seller. The representations, warranties and covenants contained herein shall survive the Closing.
Entire Agreement; Amendment; Survival. This IMA, including the Coversheet, IMA Glossary, and attached Schedules, as well as any provisions of the Trust governing the Managed Account Service, constitute the entire agreement and understanding among the Parties, and, except as specifically provided otherwise herein, may not be modified or amended except by a writing executed by the Parties. Each Party’s obligations under this IMA that by their nature would continue beyond termination of this IMA shall survive termination of this IMA. Beginning upon the Plan’s enrollment in the Managed Account Service, the annual advisory fee for the Managed Account Service will be assessed based on a percentage of the average daily balance of Managed Assets of enrolled Participants. The advisory fee will be charged to cover ongoing management of the Managed Assets, and related servicing and Participant communication. The fee is payable quarterly in arrears, and will be calculated on the basis of daily Participant balances, generally on the 25th day of the last month of the Participant statement cycle quarter (or the next Business Day if the 25th is not a Business Day). Unless paid by the Sponsor, the Trustee or its agent will redeem investments in the amount of the net advisory fee directly from enrolled Participants’ Plan accounts on the Business Day following the fee calculation. The amount of the fee deducted from a Participant’s account will be noted on the Participant’s statement. The annual net advisory fee for the Managed Account Service will be calculated by deducting a Plan Credit Amount (as defined below) from the Plan’s annual gross advisory fee set forth in the table below. Average Daily Balance of Managed Assets Less Than 20% Eligible Participant Enrollment Equal to, or Greater Than, 20% Eligible Participant Enrollment1 For the first $100,000 in assets, or portion thereof 0.55% 0.50% For the next $150,000 in assets, or portion thereof 0.50% 0.40% All assets over $250,000 0.35% 0.25% *The Gross Advisory fees applicable to plans that exceed 20% enrollment will take effect beginning with the first day of the quarter in which the 20% threshold was exceeded.
