Common use of Entire Agreement, Assignment, etc Clause in Contracts

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 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 the 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 and the ERA (including the Exhibits and Schedules hereto and theretohereto) constitute constitutes the entire agreementsagreement, and supersede supersedes all other agreements, understandings, representations and warranties, both written and oral, between the Parties 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 is not intended to create any obligations to, or rights in respect of, any persons other than the Partiesparties hereto; provided, however, that, at any time prior to any Closingthe Closing Date, upon written notice to the other Party party hereto, either Party 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 party and, in the event of any such assignment, the assigning Party party shall nevertheless remain fully responsible for all obligations of such Party party hereunder.