ENTIRE AGREEMENT, ETC. This Agreement (including the Exhibits hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that Purchasers may assign their rights and obligations under this Agreement (1) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “Purchasers”); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder and (2) as provided in Section 4.3.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (Xenith Bankshares, Inc.), Subordinated Note Purchase Agreement (Eagle Bancorp Montana, Inc.)
ENTIRE AGREEMENT, ETC. (a) This Agreement (including the Exhibits and Disclosure Letters hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that Purchasers Purchaser may assign their its rights and obligations under this Agreement (1i) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “PurchasersPurchaser”); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder and (2ii) as provided in Section 4.34.9.
Appears in 2 contracts
Samples: Investment Agreement (Corsair Capital LLC), Investment Agreement (United Community Banks Inc)
ENTIRE AGREEMENT, ETC. (a) This Agreement, the Investor Rights Agreement, the Other Investment Agreement and the Supplemental Investment Agreement (including the Exhibits heretoExhibits, Schedules and Disclosure Schedules hereto and thereto) constitutes constitute the entire agreement, and supersedes supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of law Law or otherwise (otherwise, and any attempted assignment in contravention hereof being null and void); provided that Purchasers Purchaser may assign their its rights and obligations under this Agreement (1) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “PurchasersPurchaser”); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder and (2) as provided in Section 4.3hereunder.
Appears in 2 contracts
Samples: Investment Agreement (AlTi Global, Inc.), Investment Agreement (AlTi Global, Inc.)
ENTIRE AGREEMENT, ETC. (a) This Agreement, the Investor Rights Agreement and the Warrants (including the Exhibits heretoExhibits, Schedules and Disclosure Schedules hereto and thereto) constitutes constitute the entire agreement, and supersedes supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of law Law or otherwise (otherwise, and any attempted assignment in contravention hereof being null and void); provided that Purchasers prior to either Closing, Purchaser may assign their its rights and obligations under this Agreement (1) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “PurchasersPurchaser”); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder and (2) as provided in Section 4.3hereunder.
Appears in 2 contracts
Samples: Investment Agreement (AlTi Global, Inc.), Investment Agreement (AlTi Global, Inc.)
ENTIRE AGREEMENT, ETC. (a) This Agreement (including the Exhibits Exhibits, Schedules and Disclosure Schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided provided, that Purchasers after the Closing the Investor may assign their its rights and obligations under this Agreement (1) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “PurchasersInvestor”); provided, further, that no such assignment shall relieve such Purchaser Investor of its obligations hereunder and (2) as provided in Section 4.3hereunder.
Appears in 1 contract
ENTIRE AGREEMENT, ETC. (a) This Agreement (including the Annexes, Exhibits and Disclosure Letters hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that Purchasers Purchaser may assign their its rights and obligations under this Agreement (1i) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “PurchasersPurchaser”); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder and (2ii) as provided in Section 4.34.8.
Appears in 1 contract
Samples: Subscription Agreement (United Community Banks Inc)
ENTIRE AGREEMENT, ETC. (a) This Agreement (including the Exhibits and Disclosure Letters hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and and
(b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that Purchasers may assign their rights and obligations under this Agreement (1) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “Purchasers”); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder and (2) as provided in Section 4.32.5.
Appears in 1 contract
Samples: Note Purchase Agreement (Avenue Financial Holdings, Inc.)
ENTIRE AGREEMENT, ETC. (a) This Agreement (including the Exhibits Exhibits, Schedules and Disclosure Schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that Purchasers Purchaser may assign their its rights and obligations under this Agreement (1i) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “PurchasersPurchaser”); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder and (2ii) as provided for those rights contained in Section 4.3Article IV (subject to applicable law).
Appears in 1 contract
ENTIRE AGREEMENT, ETC. (a) This Purchase Agreement (including the Exhibits and Disclosure Letters hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and and
(b) this Purchase Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that Purchasers Purchaser may assign their its rights and obligations under this Purchase Agreement (1) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Purchase Agreement (any such transferee shall be included in the term “Purchasers”"Purchaser"); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder hereunder, and (2) as provided in Section 4.32.5.
Appears in 1 contract
Samples: Note Purchase Agreement (Bankwell Financial Group, Inc.)
ENTIRE AGREEMENT, ETC. (a) This Agreement (including the Exhibits and Disclosure Letter hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and and
(b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that Purchasers Purchaser may assign their its rights and obligations under this Agreement (1) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “PurchasersPurchaser”); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder and (2) as provided in Section 4.3hereunder.
Appears in 1 contract
ENTIRE AGREEMENT, ETC. (a) This Agreement (including the Exhibits Exhibits, Schedules and Disclosure Schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that Purchasers Purchaser may assign their its rights and obligations under this Agreement (1i) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “Purchasers”"Purchaser"); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder and (2ii) as provided for those rights contained in Section 4.3Article IV (subject to applicable law).
Appears in 1 contract
ENTIRE AGREEMENT, ETC. (a) This Agreement (including the Exhibits Exhibits, Schedules and Disclosure Schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that Purchasers Purchaser may assign their its rights and obligations under this Agreement (1i) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “PurchasersPurchaser”); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder and (2ii) as provided in Section 4.34.9.
Appears in 1 contract
ENTIRE AGREEMENT, ETC. This Agreement (including the Exhibits hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that Purchasers Purchaser may assign their its rights and obligations under this Agreement (1a) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “PurchasersPurchaser”); provided, further, that no such assignment shall relieve such Purchaser of its obligations hereunder and (2b) as provided in Section 4.3.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Citizens Community Bancorp Inc.)
ENTIRE AGREEMENT, ETC. This (a) Except as otherwise provided herein, this Agreement (including the Exhibits and Annexes hereto) constitutes the entire agreement, and supersedes all other prior agreements, agreements and other understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that Purchasers the Purchaser may assign their its rights and obligations under this Agreement (1) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term “PurchasersPurchaser”); provided, further, that no such assignment shall relieve such the Purchaser of its obligations hereunder and (2) as provided in Section 4.3hereunder.
Appears in 1 contract
Samples: Subscription Agreement (Atlas Technical Consultants, Inc.)