Entire Agreement, Assignment, etc. This Agreement supersedes all prior written and oral negotiations, discussions, communications, understandings, arrangements and agreements between the parties with respect to the subject matter hereof. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is personal to Employee and shall not be assignable by Employee, by operation of law or otherwise.
Entire Agreement, Assignment, etc. This Agreement, which hereby incorporates the Disclosure Schedule and the Tender Agreement, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and is not intended to confer upon any other person any rights or remedies hereunder. This Agreement supersedes all prior agreements and understanding of the parties with respect to the subject matter hereof. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and (except for Indemnified Parties) no other person shall have any right, benefit or obligation under this Agreement as a third party beneficiary or otherwise. Neither this Agreement nor any of the rights, interest or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties hereto, except that the Parent shall have the right to assign the rights of the Purchaser to any other (directly or indirectly) wholly-owned subsidiary of the Parent without the prior written consent of the Company, provided that the Parent shall remain fully responsible for and shall cause such subsidiary to duly and timely perform, all obligations of the Purchaser hereunder.
Entire Agreement, Assignment, etc. This Agreement and the ERA (including the Exhibits and Schedules hereto and thereto) constitute the entire agreements, and supersede all other agreements, understandings, representations and warranties, both written and oral, between the Parties with respect to the subject matter hereof, and shall not be assignable by operation of law or otherwise and (except as provided in Article 7 with respect to the Indemnified Parties) are not intended to create any obligations to, or rights in respect of, any persons other than the Parties; provided, however, that, at any time prior to any Closing, upon written notice to the other Party hereto, either Party may assign all or any part of its rights and obligations hereunder with respect to the Assets to be exchanged at such Closing to any wholly owned subsidiary or commonly owned affiliate of such Party and, in the event of any such assignment, the assigning Party shall nevertheless remain fully responsible for all obligations of such Party hereunder.
Entire Agreement, Assignment, etc. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. Any previous agreements or understandings between the parties regarding the subject matter hereof are merged into and superseded by this Agreement. All representations, warranties, covenants, terms and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and assigns of the parties hereto and the Company; provided, however, that none of the rights or obligations of any of the parties hereto may be assigned without the prior written consent of, in the case of assignment by Sellers, Buyer, or, in the case of assignment by Buyer, Sellers, which consent shall not unreasonably be withheld.
Entire Agreement, Assignment, etc. This Agreement (including the attached Exhibits and Schedules) constitutes the entire agreement, and supersedes all other agreements, understandings, representations and warranties, both written and oral, among the parties with respect to the subject matter hereof, and shall not be assignable by either party without the prior written consent of the other party and is not intended to create any obligations to, or rights in respect of, any persons other than the parties hereto.
Entire Agreement, Assignment, etc. This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all other agreements, understandings, representations and warranties, both written and oral, among the parties with respect to the subject matter hereof, and shall not be assignable by operation of Law or otherwise and is not intended to create any obligations to, or rights in respect of, any persons other than the parties hereto (and the Indemnified Parties referred to in ARTICLE 6 hereof) and their respective successors and permitted assigns. Notwithstanding anything in this Agreement to the contrary, Buyer may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (b) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases, Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (c) assign this Agreement to any subsidiary of Buyer or to the Financing Source (including any agent or other Representative thereof) or any Subsidiary (including, on and after the Closing, Company) or Affiliate thereof as collateral security for obligations to the Financing Source in respect of the financing arrangements entered into in connection with the transactions contemplated hereby (including, without limitation, the Financing) and any refinancings, extensions, refundings or renewals thereof; provided that no assignment to any such Affiliate, Subsidiary or the Financing Source (including any agent or other Representative thereof) will in any way affect Buyer’s obligations or liabilities under this Agreement.
Entire Agreement, Assignment, etc. This Agreement (including the Exhibits and Schedules attached hereto and incorporated herein by reference and the Master Agreement) constitutes the entire agreement, and supersedes all other agreements, understandings, representations and warranties, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall not be assignable by operation of law or otherwise and is not intended to create any obligations to, or rights in respect of, any persons other than the parties hereto; provided, however, that Buyer may assign all or any part of its rights and obligations hereunder to any affiliate of Buyer.
Entire Agreement, Assignment, etc. (a) This Agreement (including Exhibit A and Exhibit B attached hereto) contains the entire understanding and agreement of the parties hereto and supersedes all prior agreements, understandings and negotiations between the parties hereto relating to the subject matter hereof.
Entire Agreement, Assignment, etc. This Agreement constitute the entire agreement, and supersede all other agreements, understandings, representations and warranties, both written and oral, among the parties with respect to the subject matter hereof, and shall not be assignable by operation of law or otherwise and is not intended to create any obligations to, or rights in respect of, any persons other than the parties hereto provided, however, that, at any time prior to the Closing Date, Buyer may assign all or any part of its rights and obligations hereunder to any wholly owned subsidiary of Buyer and, in the event of any such assignment, Buyer shall nevertheless remain fully responsible to Seller and the Shareholder for all obligations of Buyer hereunder.
Entire Agreement, Assignment, etc. This Agreement (including the Exhibits and Schedules hereto) constitutes the entire agreement, and supersedes all other agreements, understandings, representations and warranties, both written and oral, between the parties with respect to the subject matter hereof, and shall not be assignable by operation of law or otherwise and is not intended to create any obligations to, or rights in respect of, any persons other than the parties hereto; PROVIDED, HOWEVER, that Buyer may assign all or any part of its rights and obligations hereunder to a wholly owned subsidiary of Buyer (in which case such subsidiary shall be included within the term "Buyer" for all purposes of this Agreement and shall be jointly and severally liable for the obligations of Buyer hereunder); PROVIDED, FURTHER, that in the event of any such assignment, Buyer shall nevertheless remain fully responsible to Seller for all obligations of Buyer hereunder.
