ANY PARTY FROM LIABILITY FOR ANY BREACH OF THIS AGREEMENT, MATERIAL
MISREPRESENTATION OR FRAUD.
9.4
SURVIVAL.
THE REPRESENTATIONS AND WARRANTIES MADE HEREIN SHALL
SURVIVE THE CLOSING DATE AND SHALL EXPIRE ON THE DATE THAT IS SIX (6) MONTHS
FOLLOWING THE CLOSING DATE; PROVIDED, HOWEVER THAT THE REPRESENTATION AND
WARRANTY IN SECTION 3.8(2) SHALL EXPIRE AS OF THE CLOSING DATE.
THE COVENANTS
CONTAINED HEREIN SHALL SURVIVE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
9.5
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE
PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE
SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS OF THE PARTIES HERETO.
9.6
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT AND THE
CONFIDENTIALITY AGREEMENT CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING AND
AGREEMENT BETWEEN THE PARTIES WITH REGARD TO THE SUBJECTS HEREOF AND THEREOF,
AND NO PARTY SHALL BE LIABLE OR BOUND TO ANY OTHER PARTY IN ANY MANNER BY ANY
WARRANTIES, REPRESENTATIONS OR COVENANTS EXCEPT AS SPECIFICALLY SET FORTH HEREIN
OR THEREIN.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS AGREEMENT NOR ANY
TERM HEREOF MAY BE AMENDED, WAIVED, DISCHARGED OR TERMINATED OTHER THAN BY A
WRITTEN INSTRUMENT SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF ANY SUCH
AMENDMENT, WAIVER, DISCHARGE OR TERMINATION IS SOUGHT.
9.7
NOTICES, ETC.
ANY NOTICE, REQUEST, INSTRUCTION OR OTHER DOCUMENT
TO BE GIVEN HEREUNDER BY ANY PARTY TO THE OTHER WILL BE IN WRITING AND WILL BE
DEEMED TO HAVE BEEN DULY GIVEN (A) ON THE DATE OF DELIVERY IF DELIVERED
PERSONALLY OR BY TELECOPY OR FACSIMILE, UPON CONFIRMATION OF RECEIPT, (B) ON THE
FIRST BUSINESS DAY FOLLOWING THE DATE OF DISPATCH IF DELIVERED BY A RECOGNIZED
NEXT-DAY COURIER SERVICE, OR (C) ON THE THIRD BUSINESS DAY FOLLOWING THE DATE OF
MAILING IF DELIVERED BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
POSTAGE PREPAID.
ALL NOTICES HEREUNDER SHALL BE DELIVERED AS SET FORTH BELOW,
OR PURSUANT TO SUCH OTHER INSTRUCTIONS AS MAY BE DESIGNATED IN WRITING BY THE
PARTY TO RECEIVE SUCH NOTICE.
IF TO PURCHASER TO IT AT:
CapGen Capital Group II LP
c/o CapGen Capital Advisers LLC
280 Park Avenue
40th Floor West, Suite 401
New York, New York 10017
Attn: John Sullivan, Managing Director
Telephone: (212) 542-6868
Fax: (212) 542-6879
with a copy to (which copy alone shall not constitute notice):
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attn:
Gary I. Horowitz, Esq.
Telephone: (212) 455-2000
Fax: (212) 455-2502
28
IF TO THE COMPANY:
PacWest Bancorp
10250 Constellation Blvd., Suite 1640
Los Angeles, CA 90067
Attn: Jared M. Wolff, Esq., General Counsel
Telephone: (310) 728-1023
Fax: (310) 201-0498
with a copy to (which copy alone shall not constitute notice):
Sullivan & Cromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, CA 90067
Attn: Patrick S. Brown, Esq.
Telephone: (310) 712-6600
Fax: (310) 712-8800
9.8
SPECIFIC PERFORMANCE.
THE COMPANY AND PURCHASER ACKNOWLEDGE AND
AGREE THAT IRREPARABLE DAMAGE TO THE OTHER PARTY WOULD OCCUR IN THE EVENT THAT
ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT