Common use of Assignment; Third Party Beneficiaries Clause in Contracts

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns. The Parties hereby agree that, except as otherwise provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreement, this Agreement is not intended to, and does not, confer upon any Person other than the Parties any rights or remedies hereunder. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.5 without notice or liability to any other Person. The representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Accordingly, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementin Section 8.8, this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 in Section 6.7, which is intended to benefit each Veritex Indemnified Party and 6.9), his or her heirs and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementrepresentatives, this Agreement (including the documents and instruments referred to herein) is not intended to, to and does not, not confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Except as provided in Section 6.7, notwithstanding any other provision in this Agreement to the contrary, no consent, approval or agreement of any third-party beneficiary will be required to amend, modify or waive any provision of this Agreement.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and permitted assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementin Section 6.7, this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 in Section 6.8, which is intended to benefit each TCF Indemnified Party and 6.9), his or her heirs and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementrepresentatives, this Agreement (including the documents and instruments referred to herein) is not intended to, to and does not, not confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Except as provided in Section 6.8, notwithstanding any other provision in this Agreement to the contrary, no consent, approval or agreement of any third-party beneficiary will be required to amend, modify or waive any provision of this Agreement.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns. The Parties hereby agree that, that except as otherwise provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementexpressly set forth in Section 6.4, this Agreement is not intended to, and does not, confer upon any Person other than the Parties any rights or remedies hereunder. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.5 without notice or liability to any other Person. The representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Accordingly, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other PartiesParty. Any purported assignment in contravention hereof of this Section 9.11 shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementin Section 6.7, this Agreement (including the documents and instruments referred to in this Agreement) is not intended to, and does not, to confer upon any Person person other than the Parties any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth in this Agreement. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.5 this Agreement without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. AccordinglyConsequently, Persons persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementin Section 6.7, this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 in Section 6.7, which is intended to benefit each IBKC Indemnified Party and 6.9), his or her heirs and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementrepresentatives, this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth in this Agreement. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement contained herein shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 in Section 6.7, which is intended to benefit each Company Indemnified Party and 6.9), his or her heirs and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementrepresentatives, this Agreement (including the documents and instruments referred to herein) is not intended to, to and does not, not confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Except as provided in Section 6.7, notwithstanding any other provision hereof to the contrary, no consent, approval or agreement of any third party beneficiary will be required to amend, modify or waive any provision of this Agreement.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement contained herein shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective permitted successors and assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 in Section 6.6, which is intended to benefit each Company Indemnified Party and 6.9), his or her heir and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementrepresentatives, this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of the risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and permitted assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementin Section 6.7, this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns. The Parties hereby agree that, except as otherwise provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreement, that this Agreement is not intended to, and does not, confer upon any Person other than the Parties any rights or remedies hereunder, other than Section 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance) (which is intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons). The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.5 without notice or liability to any other Person. The representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Accordingly, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and permitted ▇▇▇-▇▇▇▇-▇▇▇▇/10/AMERICAS assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementin Section 6.7, this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, to confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns. The Parties hereby agree that, except as otherwise provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreement, that this Agreement is not intended to, and does not, confer upon any Person other than the Parties any rights or remedies hereunder, other than Section 6.4 and Section 6.14 (which is intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons). The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.5 without notice or liability to any other Person. The representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Accordingly, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns. The Parties hereby agree that, except as otherwise provided herein (including Sections 6.5 and 6.9Section 6.4), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreement, this Agreement is not intended to, and does not, confer upon any Person other than the Parties any rights or remedies hereunder. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.5 without notice or liability to any other Person. The representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Accordingly, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries set forth in Section 6.18 of the Limited Guaranty and the Rollover this Agreement, this Agreement (including the documents and instruments referred to herein) is not intended to, to and does not, not confer upon any Person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among between the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among between the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons other than the Parties parties may not rely upon the representations and 66 warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Notwithstanding any other provision in this Agreement to the contrary, no consent, approval or agreement of any third-party beneficiary will be required to amend, modify or waive any provision of this Agreement.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementin Section 6.7, this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, to confer upon any Person person other than the Parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. AccordinglyConsequently, Persons persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and permitted assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementin Section 6.7, this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, to confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters TABLE OF CONTENTS regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparty. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 in Section 6.8, which is intended to benefit each Commercial Bancshares Indemnified Party and 6.9), his or her heir and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementrepresentatives, this Agreement (including the documents and instruments referred to herein) is not intended to, to and does not, not confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Notwithstanding any other provision in this Agreement to the contrary, no consent, approval or agreement of any third-party beneficiary will be required to amend, modify or waive any provision of this Agreement.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement hereunder shall be assigned by any of the Parties parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Partiesparties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 in Section 6.8, which is intended to benefit each Company Indemnified Party and 6.9), his or her heirs and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementrepresentatives, this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, confer upon any Person person other than the Parties parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth in this Agreement. The representations and warranties in this Agreement are the product of negotiations among the Parties parties hereto and are for the sole benefit of the Partiesparties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties parties hereto in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties parties hereto of risks associated with particular matters regardless of the knowledge of any of the Partiesparties hereto. AccordinglyConsequently, Persons persons other than the Parties parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Except as provided in Section 6.8, notwithstanding any other provision in this Agreement to the contrary, no consent, approval or agreement of any third-party beneficiary will be required to amend, modify or waive any provision of this Agreement.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns. The Parties hereby agree that, except Except as otherwise specifically provided herein (including Sections 6.5 and 6.9), and the rights which are explicitly provided to third party beneficiaries of the Limited Guaranty and the Rollover Agreementin Section 6.7, this Agreement (including the documents and instruments referred to herein) is not intended to, and does not, confer upon any Person person other than the Parties any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.5 herewith without notice or liability to any other Personperson. The In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. AccordinglyConsequently, Persons persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.