Common use of Entire Agreement; Amendment; Waiver; Assignment Clause in Contracts

Entire Agreement; Amendment; Waiver; Assignment. This Agreement, together with the other Transaction Documents, constitutes the entire agreement among the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings, both written and verbal, among the parties, or any of them, with respect to the subject matter hereof and thereof, other than the Confidentiality Agreement, dated as of March 1, 2002, between the Company and Equity Group Investments, L.L.C. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. This Agreement shall not be assigned by operation of law or otherwise; provided, however, that, notwithstanding the foregoing, (a) Investor may assign all or any part of its rights and obligations hereunder to any one or more members of the Investor Group at any time after the Closing and (b) the Company may assign the Call Option; provided, further, however, that no such assignment shall relieve the assigning party of any of its liabilities or obligations under this Agreement or adversely affect the exemption from registration under the Securities Act relied upon by the Company in issuing the Shares or Underlying Shares or otherwise violate the Securities Act or any other applicable federal or state securities law. Any attempted assignment which does not comply with the provisions of this Section 9.3 shall be null and void ab initio.

Entire Agreement; Amendment; Waiver; Assignment. This Agreement, together with the other Transaction Documents, constitutes the entire agreement among the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings, both written and verbal, among the parties, or any of them, with respect to the subject matter hereof and thereof, other than the Confidentiality Agreement, dated as of March 1, 2002, between the Company and Equity Group Investments, L.L.C. . No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. This Agreement shall not be assigned by operation of law or otherwise; provided, however, that, notwithstanding the foregoing, (a) Investor may assign all or any part of its rights and obligations hereunder to any one or more members of the Investor Group at any time after the Closing and (b) the Company may assign the Call OptionClosing; provided, further, however, that no such assignment shall relieve the assigning party of any of its liabilities or obligations under this Agreement or adversely affect the exemption from registration under the Securities Act relied upon by the Company in issuing the Shares, Warrant, Conversion Shares or Underlying and Warrant Shares or otherwise violate the Securities Act or any other applicable federal or state securities law. Any attempted assignment which does not comply with the provisions of this Section 9.3 12.4 shall be null and void ab initio.

Entire Agreement; Amendment; Waiver; Assignment. This Agreement, together with the other Transaction Documents, constitutes Agreement contains the entire agreement among understanding of the parties wit respect to the subject matter hereof and supersedes in their entirety after the date of this Agreement all prior agreements and understandings between the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakingswhether oral or written, both written and verbal, among including the parties, or any of them, with respect to the subject matter hereof and thereof, other than the Confidentiality Initial Agreement, dated which shall have no further force or effect except as of March 1, 2002, between the Company and Equity Group Investments, L.L.C. otherwise provided herein. No amendment, supplement, modification or waiver amendment of this Agreement shall be binding unless executed in writing by the party to be bound therebyparties hereto. No waiver of any of the provisions of this Agreement shall be deemed deemed, or shall constitute constitute, a waiver of any other provision of this Agreementprovisions, whether or not similar, nor shall such any waiver constitute a continuing waiver unless otherwise expressly providedwaiver. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. The rights and obligations of a party may not be assigned by operation without the prior written consent of law the other party. Each party has executed this Agreement without reliance upon any promise, representation or otherwisewarranty other than those expressly set forth herein. Each party acknowledges that (i) it has carefully read this Agreement; provided, however, that, notwithstanding (ii) it has had the foregoing, (a) Investor may assign all or any part assistance of counsel of its rights choosing (and obligations hereunder to any one or more members such other professionals and advisors as it has deemed necessary) in the review and execution hereof; (iii) the meaning and effect of the Investor Group at any time after the Closing various terms and provisions hereof have been fully explained to it by such counsel; (biv) the Company may assign the Call Option; providedit has conducted such investigation, further, however, that no such assignment shall relieve the assigning party of any of its liabilities or obligations under this Agreement or adversely affect the exemption from registration under the Securities Act relied upon by the Company in issuing the Shares or Underlying Shares or otherwise violate the Securities Act or any other applicable federal or state securities law. Any attempted assignment which does not comply with review and analysis as has been necessary to understand the provisions of this Section 9.3 shall be null Agreement and void ab initiothe transactions contemplated hereby; and (v) it has executed this Agreement of its own free will.