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

Entire Agreement; Assignment; Amendment. This Agreement, together with all Exhibits and Schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and Escrow Agreement, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned by any Party (whether by operation of Law or otherwise), other than for collateral purposes, without the prior written consent of Buyer and Seller; provided that Buyer may assign its rights under this Agreement to an Affiliate so long as it remains liable for its obligations hereunder. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 shall be void. This Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Buyer and Seller (on behalf of itself and the Company). This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 shall be void.

Entire Agreement; Assignment; Amendment. This Agreement, together with all Exhibits exhibits and Schedules schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and Escrow Agreementother Transaction Documents, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned by any Party (whether by operation of Law or otherwise), other than for collateral purposes, ) without the prior written consent of Buyer TRA and Seller; provided that Buyer may assign its rights under this Agreement to an Affiliate so long as it remains liable for its obligations hereunderSPAC. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 shall be void. This Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Buyer and Seller (on behalf of itself and the Company)Parties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 shall be void.

Entire Agreement; Assignment; Amendment. This Agreement, together with all Exhibits and Schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and Escrow Agreement, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned by any Party (whether by operation of Law law or otherwise), other than for collateral purposes, without the prior written consent of Buyer Parent and Sellerthe Representative; provided provided, that Buyer may each of Parent and Merger Sub may, at any time, assign all or part of its rights and obligations under this Agreement to an Affiliate so long as any of their respective Affiliates without consent from any other Party, it remains liable for being understood and agreed that no such assignment shall relieve the assigning Party of any of its obligations hereunderunder this Agreement. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 10.1 shall be void. This Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Buyer and Seller (on behalf of itself Parent and the Company)Representative. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 10.1 shall be void.

Entire Agreement; Assignment; Amendment. This Agreement, together with all Exhibits and Schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and Escrow Master Agreement, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned by any Party (whether by operation of Law or otherwise), other than for collateral purposes, without the prior written consent of Buyer and Seller; provided that Buyer may assign its rights under this Agreement to an Affiliate so long as it remains liable for its obligations hereunder. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 7.1 shall be void. This Agreement may be amended or modified only by a written agreement executed and delivered by Seller and duly authorized officers of Buyer and Seller (on behalf of itself and the Company)Buyer. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 7.1 shall be void.

Entire Agreement; Assignment; Amendment. This Agreement, together with all Exhibits and Disclosure Schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement and Escrow Agreementthe other Transaction Documents, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned by any Party (whether by operation of Law or otherwise), other than for collateral purposes, ) without the prior written consent of Buyer and Seller; provided provided, however, that notwithstanding the foregoing, Buyer may assign its rights under this Agreement to an Affiliate so long as it remains liable and interests hereunder for its obligations the purpose of securing any financing of the transactions contemplated hereby but no such assignment shall relieve Buyer of any liability or obligation hereunder. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 10.1 shall be void. This Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Buyer and Seller (on behalf of itself and the Company). This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 ARTICLE 10 shall be void.

Entire Agreement; Assignment; Amendment. This Agreement, together with all Exhibits and Schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement Agreement, the other Transaction Documents and Escrow Agreementthe Rollover Agreements, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned by any Party other than by Buyer to an Affiliate and/or to its lenders for collateral security purposes (whether by operation of Law law or otherwise), other than for collateral purposes, ) without the prior written consent of Buyer Xxxxx and Seller; provided that Buyer may assign its rights under this Agreement to an Affiliate so long as it remains liable for its obligations hereunder. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 10.1 shall be void. This Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Buyer Xxxxx and Seller (on behalf of itself and the Company). This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 10.1 shall be void.

Entire Agreement; Assignment; Amendment. This Agreement, together with all Exhibits and Schedules hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, and together with the Confidentiality Agreement Agreement, the other Transaction Documents and Escrow Agreementthe Rollover Agreements, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned by any Party other than by Buyer to an Affiliate and/or to its lenders for collateral security purposes (whether by operation of Law law or otherwise), other than for collateral purposes, ) without the prior written consent of Buyer and Seller; provided that Buyer may assign its rights under this Agreement to an Affiliate so long as it remains liable for its obligations hereunder. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.1 10.1 shall be void. This Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Buyer and Seller (on behalf of itself and the Company). This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any amendment by any Party or Parties effected in a manner which does not comply with this Section 9.1 10.1 shall be void.