Common use of Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries Clause in Contracts

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to this subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications, amendments or waivers of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPA. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPA, the prior written consent of the Company, and with respect to the Company, the prior written consent of FPA. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each of Engine (in the case of the Company) or the Company and FPA(in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall will operate as a waiver thereof, nor shall will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall will be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, representatives and permitted assigns. No Party shall will assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPA, without the prior written consent of Engine (in the case of the Company, and with respect to ) or the Company, Company (in the prior written consent case of FPA. This Agreement is solely for the benefit a member of the Parties hereto and is not enforceable by any other personsEngine Group).

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPAthe Engaged Stockholders. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPAEngaged Stockholder, the prior written consent of the Company, and with respect to the Company, the prior written consent of FPAan authorized representative of the Engaged Stockholders. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to the subject matter of this subject matterAgreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter of this Agreement other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPAWW Investors. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPAWW Investors, the prior written consent of the Company, and with respect to the Company, the prior written consent of FPAWW Investors. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other personspersons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (including the Schedules and Exhibits hereto) contains the entire understanding of the Parties parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPAparty hereto. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party party shall assign this Agreement or any rights or obligations hereunder without, with respect to in the case of an assignment by any member of FPAXxxxx Group Member, the prior written consent of the Company, and with respect to and, in the case of an assignment by the Company, the prior written consent of FPAXxxxx on behalf of all Xxxxx Group Members. This Agreement is solely for the benefit of the Parties parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to the subject matter of this subject matterAgreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter of this Agreement other than those expressly set forth hereinherein or in the Confidentiality Agreement. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPAStarboard. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPAStarboard, the prior written consent of the Company, and with respect to the Company, the prior written consent of FPAStarboard. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other personspersons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPAparty hereto. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party party shall assign this Agreement or any rights or obligations hereunder without, with respect to in the case of an assignment by any member of FPAH Partners Group Member, the prior written consent of the Company, and with respect to and, in the case of an assignment by the Company, the prior written consent of FPAH Partners on behalf of all H Partners Group Members. This Agreement is solely for the benefit of the Parties parties hereto and is not enforceable by any other persons. For the avoidance of doubt, this Agreement shall not supersede the Confidentiality Agreement, dated as of March 25, 2015, between H Partners, LP and the Company, which agreement shall remain in full force and effect in accordance with its terms.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPAthe Lone Star Value Stockholders . No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPAthe Lone Star Value Stockholders , the prior written consent of the Company, and with respect to the Company, the prior written consent of FPAthe Lone Star Value Stockholders . This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (including the Schedules and Exhibits hereto) contains the entire understanding of the Parties parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPAparty hereto. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party party shall assign this Agreement or any rights or obligations hereunder without, with respect to in the case of an assignment by any member of FPABLR Group Member, the prior written consent of the Company, and with respect to and, in the case of an assignment by the Company, the prior written consent of FPABLR on behalf of all BLR Group Members. This Agreement is solely for the benefit of the Parties parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and FPAthe Engaged Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPAthe Engaged Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of FPAan authorized representative of the Engaged Group. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and FPAthe Lone Star Value Stockholders. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPAthe Lone Star Value Stockholders, the prior written consent of the Company, and with respect to the Company, the prior written consent of FPAthe Lone Star Value Stockholders. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.. [ The remainder of this page intentionally left blank ]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPAthe Lone Star Value Stockholders . No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPAthe Lone Star Value Stockholders , the prior written consent of the Company, and with respect to the Company, the prior written consent of FPAthe Lone Star Value Stockholders . This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.. [The remainder of this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (including any schedules, annexes or exhibits hereto) contains the entire understanding of the Parties parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPABulldog. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by lawLaw. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPABulldog, the prior written consent of the Company, and with respect to the Company, the prior written consent of FPAan authorized representative of Bulldog. This Agreement is solely for the benefit of the Parties parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to the subject matter of this subject matterAgreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter of this Agreement other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPAExeter. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPAExeter, the prior written consent of the Company, and with respect to the Company, the prior written consent of FPAExeter. Any purported assignment without such consent is null and void. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other personspersons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement and the Backstop Agreement contains the entire understanding of the Parties hereto with respect to this their subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth hereinherein and in the Backstop Agreement. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and FPAthe Osmium Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPAthe Osmium Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of FPAan authorized representative of the Osmium Group. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to the subject matter of this subject matterAgreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter of this Agreement other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPACove. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPACove, the prior written consent of the Company, and with respect to the Company, the prior written consent of FPACove. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.persons or entities. [The remainder of this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPAthe Marcato-Oskie Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of FPAthe Marcato-Oskie Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of FPAthe Marcato-Oskie Group. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.. [The remainder of this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties parties hereto with respect to this its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications, amendments or waivers modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and FPAparty hereto. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party party shall assign this Agreement or any rights or obligations hereunder without, with respect to in the case of an assignment by any member of FPASxxxxxx Group Member, the prior written consent of the Company, and with respect to and, in the case of an assignment by the Company, the prior written consent of FPASxxxxxx on behalf of all Sxxxxxx Group Members. This Agreement is solely for the benefit of the Parties parties hereto and is not enforceable by any other persons.