a copy to:
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000
St. Louis, Missouri
63102
Telecopier:
314-241-6056
Telephone:
314-444-7600
Attention:
Thomas C. Erb, Esq.
and
Sidley Austin LLP
787 7th Avenue
New York, New York
10019
Telecopier:
212-839-5599
Telephone:
212-839-5300
Attention:
Renwick Martin, Esq.
if to the Offerors, to:
National Mercantile Bancorp
1880 Century Park East, Suite 800
Los Angeles, California
90067
Telecopier:
310-201-0629
Telephone:
310-282-6703
Attention:
David R. Brown
16
with a copy to:
Troy & Gould P.C.
1801 Century Park East
Los Angeles, California
90067
Telecopier:
310-789-1431
Telephone:
310-789-1231
Attention:
Alan Spatz, Esq.
All such notices and communications shall be deemed to have been duly given
(i) at the time delivered by hand, if personally delivered, (ii) five business
days after being deposited in the mail, postage prepaid, if mailed, (iii) when
answered back, if telexed, (iv) the next business day after being telecopied, or
(v) the next business day after timely delivery to a courier, if sent by
overnight air courier guaranteeing next day delivery.
From and after the
Closing, the foregoing notice provisions shall be superseded by any notice
provisions of the Operative Documents under which notice is given.
The
Placement Agents, the Offerors, and their respective counsel, may change their
respective notice addresses from time to time by written notice to all of the
foregoing persons.
11.5.
PARTIES IN INTEREST, SUCCESSORS AND ASSIGNS. EXCEPT AS EXPRESSLY SET
FORTH HEREIN, THIS AGREEMENT IS MADE SOLELY FOR THE BENEFIT OF THE PLACEMENT
AGENTS, THE PURCHASER AND THE OFFERORS AND ANY PERSON CONTROLLING THE PLACEMENT
AGENTS, THE PURCHASER OR THE OFFERORS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS; AND NO OTHER PERSON SHALL ACQUIRE OR HAVE ANY RIGHT UNDER OR BY VIRTUE
OF THIS AGREEMENT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING
UPON THE SUCCESSORS AND ASSIGNS OF EACH OF THE PARTIES.
11.6.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED BY THE PARTIES HERETO
IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE
AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
11.7.
HEADINGS. THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
11.8.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAWS PERTAINING TO CONFLICTS OF
LAWS) OF THE STATE OF NEW YORK.
11.9.
ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE OPERATIVE
DOCUMENTS AND THE OTHER DOCUMENTS DELIVERED IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, IS INTENDED BY THE PARTIES AS A FINAL EXPRESSION
OF THEIR AGREEMENT AND INTENDED TO BE A COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT
MATTER CONTAINED HEREIN AND THEREIN.
THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN AND
THEREIN.
THIS AGREEMENT, TOGETHER WITH THE OPERATIVE DOCUMENTS AND THE OTHER
DOCUMENTS DELIVERED