Common use of Entire Agreement; Assignment Clause in Contracts

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof and (b) hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be assigned by operation of law or otherwiseotherwise and shall be binding upon and inure solely to the benefit of each party hereto.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, provided that Parent may assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent, but no such assignment shall relieve Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, provided that Parent may assign its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof and (b) hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be assigned by operation of law or otherwiseotherwise and shall be binding upon and inure solely to the benefit of each party hereto.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof and (b) hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be assigned by operation of law or otherwiseotherwise and shall be binding upon and inure solely to the benefit of each party hereto.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement between and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) Agreement, including all Exhibits and Schedules hereto, constitutes the entire agreement between Agreement among the parties hereto with respect to the its subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties or any of them with respect to the such subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof and (b) hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity not a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be assigned by operation of law or otherwiseotherwise and shall be binding upon and inure solely to the benefit of each party hereto.

Entire Agreement; Assignment. (a) This Agreement (aincluding the documents and instruments referred to herein) constitutes the entire agreement between the parties hereto with in respect to of the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with in respect to of the subject matter hereof and hereof, other than the Confidentiality Agreement (b) which shall not be assigned by operation of law or otherwiseremain in effect).

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties 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). Any attempted assignment of this Agreement not in accordance with the terms of this Section 10.1 shall be void.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between among the parties with respect to the subject matter hereof and (b) supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) except as permitted herein.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof hereof. The rights and (b) obligations under this Agreement shall not be assigned transferred by operation any party without the prior written consent of law or otherwisethe other parties.

Entire Agreement; Assignment. This Agreement (a) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwisehereof.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), by any party without the prior express written consent of the other parties hereto.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement between (other than the other agreements entered into which are referenced in the Merger Agreement) among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof (including, without limitation, that certain Confidentiality Agreement, as amended, between the Company and an affiliate of Purchaser) and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other party.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect pertaining to the subject matter hereof and supersedes all other prior agreements agreements, understandings, negotiations and understandings both written and oraldiscussions, between whether oral or written, of the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that this Agreement shall be binding upon each Stockholder and each Stockholder's successors and permitted assigns.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties Parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other Party.

Entire Agreement; Assignment. This Agreement (a) constitutes constitutes, together with the Distribution Agreement and the Ancillary Agreements, the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties Parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, oral between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. 7.4.1 This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwisehereof.

Entire Agreement; Assignment. This Agreement (a) constitutes and the agreements referenced herein constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between among the parties with respect to the subject matter hereof and (b) supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law Law or otherwise) by any party without the prior express written consent of the other parties hereto.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other party (except that the Purchaser may assign its rights, interests and obligations to any of its affiliates without the consent of the Seller provided no such assignment shall relieve the Purchaser of any liability for any breach by such assignee).

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other parties, provided that Acquisition may assign, in its sole discretion, its rights and obligations hereunder to any affiliate of Acquisition, but no such assignment shall relieve Acquisition of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof (other than any confidentiality agreement between the parties; any provisions of such agreements which are inconsistent with the transactions contemplated by this Agreement being waived hereby) and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the full and entire understanding and agreement between the parties hereto Parties with respect to the subject matter hereof hereof, and supersedes all any other prior agreements and understandings both written and oral, between the parties with respect or oral agreement relating to the subject matter hereof existing between the Parties are expressly canceled, superseded by this Agreement and (b) merged herein. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any Party without the prior express written consent of the other Parties hereto.

Entire Agreement; Assignment. This Agreement (aincluding the Exhibits, which are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between among the parties with respect to the subject matter hereof and (b) supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties 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). Any attempted assignment of this Agreement not in accordance with the terms of this Section 11.1 shall be void.

Entire Agreement; Assignment. (a) This Agreement (aincluding the documents and the instruments referred to in this Agreement) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwisethis Agreement.

Entire Agreement; Assignment. This Agreement (a) ---------------------------- constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between among the parties with respect to the subject matter hereof and supersedes, except as set forth in Section 7.1.(b) hereof, all --------------- other prior agreements and understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof, and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (aincluding all Attachments hereto) constitutes sets forth the entire agreement between and understanding of the parties hereto with respect as to the subject matter hereof and supersedes all other prior agreements and or contemporaneous understandings both of any kind, whether written and or oral. Neither party may assign this Agreement or its rights hereunder, between the parties with respect or delegate its duties except as provided by this Agreement, without prior written notice given to the subject matter hereof and (b) shall not be assigned by operation of law or otherwiseother party.

Entire Agreement; Assignment. This Agreement and the documents and instruments and other agreements among the parties hereto referenced herein: (ai) constitutes constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings both written and oral, among the parties with respect to the subject matter hereof; and (bii) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) This Agreement constitutes the entire agreement between the parties hereto with in respect to of the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with in respect to of the subject matter hereof and (b) shall not be assigned by operation of law or otherwisehereof.

Entire Agreement; Assignment. This Agreement (a) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwisehereof, other than the Confidentiality Agreement.

Entire Agreement; Assignment. This Agreement (a) constitutes constitutes, together with the Distribution Agreement and the Ancillary Agreements, the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties Parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law Law or otherwise.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes embodies the entire agreement understanding between the parties hereto with respect relating to the its subject matter hereof and supersedes and terminates all other prior agreements and understandings both written and oral, between among the parties with respect to the such subject matter hereof and (b) shall not be assigned by operation of law or otherwisematter.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) supersede all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of each of the parties.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof and (b) shall hereof. This Agreement may not be assigned (whether by operation of law or otherwise) by any party without the prior express written consent of the Company.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties or any of them, with respect to the subject matter hereof hereof, (b) are not intended to confer upon any other person any rights or remedies hereunder, and (bc) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) This Agreement constitutes the entire agreement between the parties hereto with in respect to of the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with in respect to of the subject matter hereof and (b) shall not be assigned by operation of law or otherwiseother than the Confidentiality Agreement.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties Parties with respect to the subject matter hereof and (b) shall hereof. This Agreement may not be assigned by any Party (whether by operation of law or otherwise.) without the prior written consent of the other Parties hereto. Any attempted assignment of this Agreement not in accordance with the terms of this Section 4.11 shall be void

Entire Agreement; Assignment. This Agreement (including the Exhibits, Schedules, and other documents and instruments referred to herein) (a) constitutes constitute the entire agreement between and supersede all other prior agreements and understandings, both written and oral, among the parties hereto or any of them, with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof hereof; and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes ---------------------------- the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwiseotherwise without the written consent of the other parties hereto.

Entire Agreement; Assignment. This Agreement (including the Exhibits, Schedules and the other documents and instruments referred to herein) (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties or any of them, with respect to the subject matter hereof hereof, including, without limitation, any transaction between or among the parties hereto and (b) shall not be assigned by operation of law or otherwiseotherwise by either party, except with the consent to such assignment by the other party hereto.

Entire Agreement; Assignment. (a) This Agreement (aincluding the schedules and exhibits hereto) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwisehereof, other than the Confidentiality Agreement.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes thereof and supersede all other prior agreements and understandings undertakings, both written and oral, between the parties with respect to the subject matter hereof and (b) thereof. This Agreement shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other party.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (b) shall may not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, among or between the parties Parties or any of them with respect to the subject matter hereof and (b) shall hereof. This Agreement may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties.

Entire Agreement; Assignment. (a) This Agreement (aincluding the schedules) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof hereof, other than the Confidentiality Agreement, the Parent Confidentiality Agreement and (b) shall not be assigned by operation of law or otherwisethe Non-Solicitation Agreement.

Entire Agreement; Assignment. 7.3.1 This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwisehereof.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof and (b) shall not be assigned by operation other than the Nondisclosure Agreement; any provisions of law or otherwisesuch agreement that are inconsistent with the Transactions being waived hereby).

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes supersede all other prior agreements and understandings undertakings, both written and oral, between among the parties Parties, or any of them, with respect to the subject matter hereof and (b) hereof, except for the Confidentiality Agreement. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any Party without the prior express written consent of the other Parties.

Entire Agreement; Assignment. This Agreement (awhich term shall be deemed to include the exhibits and schedules hereto) constitutes constitute the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and (b) shall hereof. This Agreement may not be assigned by operation any party hereto without the consent of law or otherwiseevery other party.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other parties.

Entire Agreement; Assignment. (a) This Agreement (aincluding exhibits and schedules attached hereto) constitutes the entire agreement between the parties hereto with in respect to of the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with in respect to of the subject matter hereof and (b) shall not be assigned by operation of law or otherwisehereof.

Entire Agreement; Assignment. This Agreement (a) constitutes contains the entire agreement between understanding of the parties hereto with respect to the matters covered hereby and supersedes all prior and contemporaneous agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.hereof. 

Entire Agreement; Assignment. This Agreement Agreement: (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between among the parties with respect to the subject matter hereof hereof, (b) is not intended to confer upon any other person any rights or remedies hereunder, and (bc) shall not be assigned by operation of law Law or otherwiseotherwise without the consent of Sponsor and the Company.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (b) hereof. The Agreement shall not be assigned by any party by operation of law or otherwiseotherwise without the prior written consent of the other parties, provided, that the Company may assign any of their respective rights and obligations to any affiliate thereof, but no such assignment shall relieve the Company of its obligations hereunder.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of each of the parties.

Entire Agreement; Assignment. (a) This Agreement (aincluding the schedules) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwisehereof.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof and (b) hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be assigned by operation of law or otherwiseotherwise and shall be binding upon and inure solely to the benefit of each party hereto.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwiseotherwise without the consent of the other party hereto.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof and (b) thereof. This Agreement shall not be assigned by the Group by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between oral among the parties Parties with respect to the subject matter hereof and (b) shall not be assigned assigned, by operation of law Law or otherwise, by a Party, without the prior written consent of the other Party. Any attempted assignment in violation of this Section 8.2 shall be void and without effect.

Entire Agreement; Assignment. This Agreement (a1) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (b2) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other party.

Entire Agreement; Assignment. This Agreement (a) constitutes the full and entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, without the prior written consent of the other parties.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise., except that Parent and Purchaser may assign all or

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof and (b) hereof. Other than as set forth in Section 5.4, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto any rights or remedies hereunder. This Agreement shall not be assigned by operation of law or otherwiseotherwise and shall be binding upon and inure solely to the benefit of each party hereto.

Entire Agreement; Assignment. This Agreement, the Exhibits to this Agreement and the documents and instruments and other agreements among the parties to this Agreement referenced in this Agreement: (a) constitutes constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between among the parties with respect to the subject matter hereof of this Agreement and supersede all prior agreements and understandings both written and oral among the parties with respect to the subject matter of this Agreement, (b) shall are not intended to confer on any other person any rights or remedies hereunder; and (c) will not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwiseotherwise without the written consent of the other parties hereto.

Entire Agreement; Assignment. This Agreement (a) constitutes This Agreement and the agreements referred to herein constitute the entire understanding and agreement between among the parties hereto with respect to the subject matter hereof and supersedes supersede all other prior agreements and understandings understandings, both written and oral, between among the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwisehereof.

Entire Agreement; Assignment. This Agreement (together with the Merger Agreement to the extent referred to herein) (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties hereto with respect to the subject matter hereof hereof, and (b) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other parties hereto.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties Parties or any of them with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between among the parties with respect to the subject matter hereof and (b) thereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements agreements, understandings and understandings both written and oralarrangements, oral or written, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation hereof. The Company may assign this Agreement without the consent of law or otherwiseEmployee.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement between the parties hereto Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties Parties or any of them with respect to the subject matter hereof hereof, and (bii) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes supersedes, except as set forth in Section 6.5(a) and (b) hereof, all other prior agreements and understandings understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof hereof, and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other parties hereto; provided, however, that the Investor may assign its right, title and interest under this Agreement to any of its affiliates.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and (b) shall other than the Confidentiality Agreement). This Agreement may not be assigned by operation a party hereto without the consent of law or otherwisethe other parties.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (awith the documents referred to herein) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between among the parties with respect to the subject matter hereof and (b) thereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof hereof, including the Investment Agreement (except for Section 7.04(b) and (bArticle XI thereof) and the Investor Rights Agreement. This Agreement shall not be assigned by either party (whether pursuant to a merger, by operation of law or otherwise).

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by either party (whether pursuant to a merger, by operation of law or otherwise).

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties Parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other Party, except that the Company may assign all or any of its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of the Company.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof hereof. By entering into this Merger Agreement the parties intend that the Merger Agreement shall supersede and (b) shall not be assigned by operation of law cancel any preceding agreements, oral or otherwise, so that they shall have no further force or effect.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between of the parties hereto Parties and supersedes all prior agreements and understandings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) shall hereof. This Agreement may not be assigned by any of the Parties by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between among the parties with respect to the subject matter hereof and (b) supersedes, except as set forth in Section 6.03(b), all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof (other than the Letter Agreement executed by Xxxxx Industries, Inc. and the Purchaser dated September 20, 1999 which shall remain in full force and effect), and (b) shall not be assigned by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement between and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (bii) shall not be assigned by the Cornerstone Securityholder, by operation of law or otherwise.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto Parties with respect to the subject matter hereof and supersedes supersede all other prior and contemporaneous agreements and understandings undertakings, both written and oral, between among the parties Parties, or any of them, with respect to the subject matter hereof and (b) thereof. This Agreement shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of each of the other Parties, and any assignment without such consent shall be null and void.

Entire Agreement; Assignment. This Agreement (a) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings understandings, both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law hereof, other than the Stock Option Agreement or otherwisethe Confidentiality Agreement.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings undertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter hereof hereof. This Agreement will be binding upon, inure to the benefit of, and (b) shall not be assigned by operation of law or otherwiseenforceable by, the parties hereto and their respective successors and assigns.