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 with respect to 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 of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Engine, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Engine to agree to be an Engine Member and be bound by the terms and conditions of this Agreement. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will operate as a waiver thereof, nor 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 will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors, heirs, executors, legal representatives and permitted assigns. No Party will assign this Agreement or any rights or obligations hereunder without, with respect to any Engine Member, the prior written consent of the Company, and with respect to the Company, the prior written consent of Engine. This Agreement is solely for the benefit of the Parties 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 with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth hereinin this Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Enginethe Stockholder Parties, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Engine a Stockholder Party to agree to be an Engine Member listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder under this Agreement will operate as a waiver thereofwaiver, nor will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof of that 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 will be binding upon, inure to the benefit of, of and be enforceable by the Parties and their respective successors, heirs, executors, legal representatives and permitted assigns. No Party will assign this Agreement or any rights or obligations hereunder without, with respect to any Engine Member, under this Agreement without the prior advance written consent of the Company, and with respect to the Company, the prior written consent of Engineother Party. This Agreement is solely for the benefit of the Parties 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 with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth hereinin this Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and EngineNB, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Engine NB to agree to be an Engine Member listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder under this Agreement will operate as a waiver thereofwaiver, nor will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof of that 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 will be binding upon, inure to the benefit of, of and be enforceable by the Parties and their respective successors, heirs, executors, legal representatives and permitted assigns. No Party will assign this Agreement or any rights or obligations hereunder without, with respect to any Engine Member, under this Agreement without the prior advance written consent of the Company, and with respect to the Company, the prior written consent of Engineother Party. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons. [The remainder of this page is intentionally blank.]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth hereinin this Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and EngineRed Alder, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Engine a Shareholder Party to agree to be an Engine Member listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder under this Agreement will operate as a waiver thereofwaiver, nor will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof of that 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 will be binding upon, inure to the benefit of, of and be enforceable by the Parties and their respective successors, heirs, executors, legal representatives and permitted assigns. No Party will assign this Agreement or any rights or obligations hereunder without, with respect to any Engine Member, under this Agreement without the prior advance written consent of the Company, and with respect to the Company, the prior written consent of Engineother Party. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (including, for purposes of this Section 15, the Annexes hereto) contains the entire understanding of the Parties hereto with respect to 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 of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Engine, except that the signature of an authorized representative members of the Company will not be required to permit an Affiliate of Engine to agree to be an Engine Member and be bound by the terms and conditions of this AgreementGroup. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will 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 will shall 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 will shall assign this Agreement or any rights or obligations hereunder without, with respect to any Engine Memberthe Group and the New Nominees (or the Xxxxxxxxxxx Replacement Director and/or Independent Replacement Director, if applicable), the prior written consent of the Company, and with respect to the Company, the prior written consent of Enginethe 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 with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth hereinin this Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and EngineFrontFour, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Engine FrontFour to agree to be an Engine Member listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder under this Agreement will operate as a waiver thereofwaiver, nor will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof of that 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 will be binding upon, inure to the benefit of, of and be enforceable by the Parties and their respective successors, heirs, executors, legal representatives and permitted assigns. No Party will assign this Agreement or any rights or obligations hereunder without, with respect to any Engine Member, under this Agreement without the prior advance written consent of the Company, and with respect to the Company, the prior written consent of Engineother Party. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (including, for purposes of this Section 12, the Exhibits hereto) contains the entire understanding of the Parties hereto with respect to 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 of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Engine, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Engine to agree to be an Engine Member and be bound by the terms and conditions of this Agreement180 Degree. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will 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 will shall 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 will shall assign this Agreement or any rights or obligations hereunder without, with respect to any Engine Member180 Degree, the prior written consent of the Company, and with respect to the Company, the prior written consent of Engine180 Degree. 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 and the Confidentiality Agreement contains the entire understanding of the Parties hereto with respect to its 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 Confidentiality Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Engine, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Engine to agree to be an Engine Member and be bound by the terms and conditions of this AgreementJeereddi/PMCP Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will 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 will shall 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 will shall assign this Agreement or any rights or obligations hereunder without, with respect to any Engine Membermember of the Jeereddi/PMCP Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of Enginean authorized representative of the Jeereddi/PMCP 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 and the other agreements referenced herein contain the entire understanding of the Parties with respect to its the subject mattermatter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth hereinherein and therein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Engine, except that the signature of (a) an authorized representative of the Company will not be required and (b)(i) each Stockholder or (ii) an authorized representative of such Stockholder who is authorized to permit an Affiliate of Engine execute amendments to agree this Agreement and take other actions with respect to be an Engine Member and be bound by the terms and conditions of this Agreement, in each case, on behalf of all members of the Stockholder Group, which the members of the Stockholder Group agree shall initially be Xxxx X. Xxxxxx, subject to change from time to time by written notice signed by each Stockholder and delivered to the Company (the “Stockholder Group Representative”). No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder will shall operate as a waiver thereof, nor will 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 This Agreement will shall be binding upon, inure to upon and is solely for the benefit of, and be enforceable by of the Parties hereto and their respective successors, heirs, executors, legal representatives successors and permitted assignsheirs and is not enforceable by any other persons. No Party will shall assign this Agreement or any rights or obligations hereunder without, with respect to any Engine Memberthe Stockholder Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of Engine. This Agreement is solely for the benefit of Stockholder Group or the Parties and is not enforceable by any other personsStockholder Group Representative.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth hereinin this Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and EngineBarington, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Engine Barington to agree to be an Engine Member listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder under this Agreement will operate as a waiver thereofwaiver, nor will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof of that 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 will be binding upon, inure to the benefit of, of and be enforceable by the Parties and their respective successors, heirs, executors, legal representatives and permitted assigns. No Party will assign this Agreement or any rights or obligations hereunder without, with respect to any Engine Member, under this Agreement without the prior advance written consent of the Company, and with respect to the Company, the prior written consent of Engineother Party. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons.