Common use of ENTIRE AGREEMENT AND BINDING EFFECT Clause in Contracts

ENTIRE AGREEMENT AND BINDING EFFECT. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior and contemporaneous agreements, both written and oral, between the parties with respect to the subject matter hereof, and may be modified only by a written instrument signed by each of the parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns; provided, however, that (i) Executive shall not be entitled to assign or delegate any of his rights or obligations hereunder without the prior written consent of the Company and (ii) the Company shall only be permitted to assign this Agreement to an assignee of all or substantially all of the assets of the Company and if such assignee assumes the obligation hereunder in writing. It is intended that Sections 9, 10, 11, 12 and 16 benefit each of the Company and each other member of the Fairway Group, each of which is entitled to enforce the provisions of Sections 9, 10, 11, 12 and 16.

ENTIRE AGREEMENT AND BINDING EFFECT. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior and contemporaneous agreements, both written and oral, between the parties with respect to the subject matter hereof, and may be modified only by a written instrument signed by each of the parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns; provided, however, that (i) Executive shall not be entitled to assign or delegate any of his her rights or obligations hereunder without the prior written consent of the Company and (ii) the Company shall only be permitted to assign this Agreement to an assignee of all or substantially all of the assets of the Company and if such assignee assumes the obligation hereunder in writing. It is intended that Sections 9, 10, 11, 12 and 16 benefit each of the Company and each other member of the Fairway Group, each of which is entitled to enforce the provisions of Sections 9, 10, 11, 12 and 16.