Common use of Contents of Agreement, Parties in Interest, Assignment Clause in Contracts

Contents of Agreement, Parties in Interest, Assignment. This Agreement and the other agreements and documents referred to herein set forth the entire understanding of the parties with respect to the subject matter hereof. Any previous agreements or understandings between the parties regarding the subject matter hereof, including without limitation, that certain letter agreement, dated August 26, 2009, by and between Buyer and Seller, are merged into and superseded by this Agreement. All representations, warranties, covenants, terms and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto; provided, however, that none of the rights or obligations of any of the parties hereto may be assigned without the prior written consent of, in the case of assignment by Seller or either of the Shareholders, Buyer, or, in the case of assignment by Buyer, Seller and each of the Shareholders, which consent shall not unreasonably be withheld. Notwithstanding the foregoing, Buyer may assign any of its rights or obligations to a wholly-owned subsidiary of Buyer without the consent of Seller and each of the Shareholders. In the event of any assignment under this section, the assignor shall remain primarily liable for all the liabilities and obligations of the assignor under this Agreement and the Indemnification Agreement.

Contents of Agreement, Parties in Interest, Assignment. This Agreement and the other agreements and documents referred to herein set forth the entire understanding of the parties with respect to the subject matter hereof. Any previous agreements or understandings between the parties regarding the subject matter hereof, including without limitation, that certain letter agreement, dated August 26, 2009, by and between Buyer and SellerHAI, and the Asset Purchase Agreement, are merged into and superseded by this Agreement. All representations, warranties, covenants, terms and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto; provided, however, that none of the rights or obligations of any of the parties hereto may be assigned without the prior written consent of, in the case of assignment by Seller HAI or either of the Shareholders, Buyer, or, in the case of assignment by Buyer, Seller HAI and each of the Shareholders, which consent shall not unreasonably be withheld. Notwithstanding the foregoing, Buyer may assign any of its rights or obligations to a wholly-owned subsidiary of Buyer without the consent of Seller HAI and each of the Shareholders. In the event of any assignment under this section, the assignor shall remain primarily liable for all the liabilities and obligations of the assignor under this Agreement and the Indemnification Agreement.

Contents of Agreement, Parties in Interest, Assignment. This Except for that certain Confidentiality Agreement between Seller and Buyer dated October 7, 1996, which shall survive the execution of this Agreement and the Closing, this Agreement and the other agreements and documents referred to herein set forth the entire understanding of the parties with respect to the subject matter hereof. Any previous agreements or understandings between the parties regarding the subject matter hereof, including without limitation, that certain letter agreement, dated August 26, 2009, by and between Buyer and Seller, hereof are merged into and superseded by this Agreement. All representations, warranties, covenants, terms and conditions of this Agreement shall and the documents contemplated hereby will be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto; provided, however, that none . None of the rights or obligations of any of the parties hereto may be assigned without the prior written consent of, in the case of assignment by Seller or either of the Shareholders, Buyer, or, in the case of assignment by Buyer, Seller and each of the Shareholdersother parties hereto, which consent shall will not unreasonably be withheld. Notwithstanding the foregoing; provided, however, that Buyer may assign any of its rights and obligations under this Agreement to any directly or obligations to a wholly-indirectly owned subsidiary of Buyer without the consent of Seller such consent; and each of the Shareholders. In the event of any assignment under provided further that if Buyer so assigns this section, the assignor Agreement it shall remain primarily liable for all the liabilities its obligations under Sections 2.2 and obligations of the assignor under this Agreement and the Indemnification Agreement10.2.

Contents of Agreement, Parties in Interest, Assignment. This Agreement and the other agreements and documents referred to herein set forth the entire understanding of the parties with respect to the subject matter hereof. Any previous agreements or understandings between the parties regarding the subject matter hereof, including without limitation, that certain letter agreement, dated August 2615, 20092007, by and between Buyer and Seller, are merged into and superseded by this Agreement. All representations, warranties, covenants, terms and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto; provided, however, that none of the rights or obligations of any of the parties hereto may be assigned without the prior written consent of, in the case of assignment by Seller Seller, the Members or either of the ShareholdersPrincipals, Buyer, or, in the case of assignment by Buyer, Seller Seller, the Members and each of the ShareholdersPrincipals, which consent shall not unreasonably be withheld. Notwithstanding the foregoing, Buyer may assign any of its rights or obligations to a wholly-owned subsidiary of Buyer without the consent of Seller and each of the Shareholders. In the event of any assignment under this sectionSeller, the assignor shall remain primarily Members and the Principals, provided that Buyer remains liable for all the liabilities performance of such assignee or assignees and obligations of notifies Seller, the assignor under this Agreement Members and the Indemnification AgreementPrincipals of such assignment.