Entire Understanding; Limited Third Party Beneficiaries. This Agreement, the Bank Merger Agreement, the Shareholder Agreements, and the Confidentiality Agreement represent the entire understanding of the parties hereto and thereto with reference to the Transaction, and this Agreement, the Bank Merger Agreement, the Shareholder Agreements, and the Confidentiality Agreement supersede any and all other oral or written agreements heretofore made. Except for the Indemnified Parties’ right to enforce PPBI’s obligation under Section 6.10, which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Heritage Oaks Bancorp), Merger Agreement (Pacific Premier Bancorp Inc)
Entire Understanding; Limited Third Party Beneficiaries. This Agreement, the Bank Merger Agreement, the Shareholder Agreements, Agreements and the Confidentiality Agreement represent the entire understanding of the parties hereto and thereto with reference to the Transaction, and this Agreement, the Bank Merger Agreement, the Shareholder Agreements, Agreements and the Confidentiality Agreement supersede any and all other oral or written agreements heretofore made. Except for the Indemnified Parties’ right to enforce PPBISHBI’s obligation and the Surviving Corporation’s obligations under Section 6.10, which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativesRepresentatives, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Community Financial Corp /Md/), Merger Agreement (Shore Bancshares Inc)
Entire Understanding; Limited Third Party Beneficiaries. This Agreement, the Bank Merger AgreementAgreement of Merger, the Shareholder Agreements, Agreements and the Confidentiality Agreement represent the entire understanding of the parties hereto and thereto with reference to the Transaction, and this Agreement, the Bank Merger AgreementAgreement of Merger, the Shareholder Agreements, Agreements and the Confidentiality Agreement supersede any and all other oral or written agreements heretofore made. Except for the Indemnified Parties’ right to enforce PPBI’s obligation under Section 6.106.10 which shall survive the Effective Time, which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)
Entire Understanding; Limited Third Party Beneficiaries. This Agreement, the Bank Merger Agreement, the Support Agreement, the Shareholder Agreements, Agreements and the Confidentiality Agreement represent the entire understanding of the parties hereto and thereto with reference to the Transaction, and this Agreement, the Bank Merger Agreement, the Support Agreement, the Shareholder Agreements, Agreements and the Confidentiality Agreement supersede any and all other oral or written agreements heretofore made. Except for the Indemnified Parties’ right to enforce PPBI’s obligation under Section 6.10, which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativesRepresentatives, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Entire Understanding; Limited Third Party Beneficiaries. This Agreement, the Bank Merger AgreementAgreement of Merger, the Shareholder Agreements, Agreements and the Confidentiality Agreement Agreements represent the entire understanding of the parties hereto and thereto with reference to the Transaction, and this Agreement, the Bank Merger AgreementAgreement of Merger, the Shareholder Agreements, Agreements and the Confidentiality Agreement Agreements supersede any and all other oral or written agreements heretofore made. Except for the Indemnified Parties’ right to enforce PPBIPurchaser Parent’s obligation under Section 6.10, which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representativesRepresentatives, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)