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

Entire Agreement; Assignment; Successors. This Agreement, the NDA, and the other Transaction Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof. This Agreement may not be assigned by operation of Law or otherwise; provided, however, that Purchaser may assign any or all of its rights and obligations under this Agreement without the consent of Seller (a) to any direct or indirect wholly-owned Subsidiary of Purchaser (each, a “Purchaser Designee”); provided, further, that any such assignment will not relieve Purchaser of its obligations under this Agreement, or (b) for collateral security purposes. Any purported assignment of this Agreement in contravention of this Section 9.1 will be null and void and of no force or effect. Subject to the preceding sentences of this Section 9.1, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other Transaction Document, the terms of this Agreement will govern.

Entire Agreement; Assignment; Successors. This AgreementAgreement (including the Annexes and Exhibits hereto), the NDASeller Disclosure Schedule, the NDA and the other Transaction Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof. This Agreement may not be assigned by operation of Law or otherwise; provided, however, that Purchaser may assign any or all of its rights and obligations under this Agreement without the consent of Seller (a) to any direct or indirect wholly-owned Subsidiary of Purchaser (each, a “Purchaser Designee”); provided, further, that any such assignment will not relieve Purchaser of its obligations under this Agreement and any such Purchaser Designee executes a joinder to this Agreement, or (b) for collateral security purposes. Any purported assignment of this Agreement in contravention of this Section 9.1 10.1 will be null and void and of no force or effect. Subject to the preceding sentences of this Section 9.110.1, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other Transaction Document, the terms of this Agreement will govern.

Entire Agreement; Assignment; Successors. This Agreement, the NDA, Agreement and the other Transaction Documents (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof; provided, however, that the NDA shall not be superseded by this Agreement and thereof. This Agreement shall remain in effect in accordance with its terms, subject to the provisions of Section 4.1 (Confidentiality) herein, and (b) may not be assigned by operation of Law or otherwise; provided, however, that Purchaser may assign any or all of its rights and obligations under this Agreement without the consent of Seller (a) to any direct or indirect wholly-owned Subsidiary of Purchaser (each, a “Purchaser Designee”)Purchaser; provided, further, provided that any such assignment will not relieve Purchaser of its direct or indirect wholly-owned Subsidiary agrees in writing to assume Purchaser’s obligations under this Agreement, or (b) for collateral security purposesSection 1.12. Any purported assignment of this Agreement in contravention of this Section 9.1 will 6.2 shall be null and void and of no force or effect. Subject to the preceding sentences of this Section 9.16.2, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assignsassigns (even in a Change of Control of Parent, Purchaser and Surviving Corporation structured as a sale of all or substantially all of the assets of such Person). In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other Transaction Document, the terms of this Agreement will shall govern.

Entire Agreement; Assignment; Successors. This AgreementAgreement (including the Annexes and Exhibits hereto), the NDASeller Disclosure Schedule, the NDA and the other Transaction Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof. This Agreement may not be assigned by operation of Law or otherwise; provided, however, that Purchaser may assign any or all of its rights and obligations under this Agreement without the consent of Seller (a) to any direct or indirect wholly-owned Subsidiary Affiliate of Purchaser (each, a “Purchaser Designee”)or any Person that acquires all or substantially all of the assets or capital stock of Purchaser; provided, further, that any such assignment will not relieve Purchaser of its obligations under this Agreement and any such designee executes a joinder to this Agreement, or (b) for collateral security purposes. Any purported assignment of this Agreement in contravention of this Section 9.1 10.1 will be null and void and of no force or effect. Subject to the preceding sentences of this Section 9.110.1, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other Transaction Document, the terms of this Agreement will govern.