Common use of Entire Agreement; Assignment Clause in Contracts

Entire Agreement; Assignment. This Agreement (i) constitutes 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 (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other party, 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 (i) constitutes the ---------------------------- entire agreement among between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise, provided that Parent may assign its rights and obligations hereunder to any direct or indirect wholly-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 (i) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandingsundertakings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and (ii) hereof. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise, provided except that Parent and Purchaser may assign its all or any of their rights and obligations hereunder to any direct or indirect wholly-owned subsidiary affiliate of Parent, but Parent provided that no such assignment shall relieve Parent the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (i) constitutes 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 hereto with respect to the subject matter hereof and (ii) shall not be assigned by any party hereto by operation of law or otherwise otherwise, without the prior written consent of the each other partyparty hereto; provided, provided however, that Parent Purchaser may assign its rights and obligations hereunder this Agreement without consent of the Stockholders to any direct or indirect wholly-owned subsidiary affiliate of Parent, but no such assignment shall relieve Parent of its obligations hereunder if such assignee does not perform such obligationsPurchaser.

Entire Agreement; Assignment. This Agreement (ia) constitutes 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 (iib) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise; provided, provided however, that Parent Acquisition may assign any or all of its rights and obligations hereunder under this Agreement to any direct or indirect wholly-wholly owned subsidiary of Parent, but no such assignment shall relieve Parent Acquisition of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (i) constitutes 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 between the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise, provided that Parent may assign its rights and obligations hereunder to any direct or indirect wholly-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 (ia) constitutes 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 (iib) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise; provided, provided that Parent Merger Sub may assign any or all of its rights and obligations hereunder under this Agreement to Parent or any direct or indirect wholly-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 (i) constitutes the entire agreement among between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other party, otherwise; provided that Parent may assign its rights and obligations hereunder to any direct or indirect wholly-wholly owned subsidiary 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 (ia) constitutes 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 or any of them with respect to the subject matter hereof hereof; and (iib) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise, provided that Parent may assign its any of their rights and obligations hereunder to any direct or indirect wholly-owned subsidiary Subsidiary of Parent, but no such assignment shall relieve Parent of its obligations hereunder if such assignee does not perform such obligationshereunder.

Entire Agreement; Assignment. This Agreement (iincluding any other agreements referred to herein) (a) constitutes 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 between the parties with respect to the subject matter hereof hereof, and (iib) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise, provided that Parent the Purchaser may assign its rights and obligations hereunder to Parent or any direct or indirect wholly-owned subsidiary of Parentthe Purchaser, but no such assignment shall relieve Parent the Purchaser of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (i) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the such parties with respect to the subject matter hereof and (ii) hereof. This Agreement shall not be assigned by any Joining Equityholder (whether by operation of law Law or otherwise otherwise) without the prior written consent of the other party, 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 (ia) ---------------------------- constitutes 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 (iib) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise; provided, provided however, that Parent Acquisition may assign any or all of its rights and obligations hereunder under this Agreement to any direct or indirect wholly-wholly owned subsidiary of Parent, but no such assignment shall relieve Parent Acquisition of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (i) ---------------------------- constitutes the entire agreement among between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other party, otherwise; provided that Parent may assign its rights and obligations hereunder to any direct or indirect wholly-wholly owned subsidiary 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 (ia) constitutes 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 (iib) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise; provided, provided however, that Parent Acquisition may assign any or all of its rights and obligations hereunder under this Agreement to any direct or indirect wholly-wholly owned subsidiary of ParentAcquisition, but no such assignment shall relieve Parent Acquisition of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (i) constitutes 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 (ii) hereof. Neither this Agreement nor any of the rights, interests or obligations hereunder shall not be assigned by operation any of law or otherwise the parties without the prior written consent of the other partyparties, provided except that Parent Sub may assign its rights and obligations hereunder to Parent or 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 (i) ---------------------------- constitutes the entire agreement among between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise, provided that Parent may assign its rights and obligations hereunder to any direct or indirect wholly-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 (i) constitutes the entire agreement among between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise, provided that Parent may assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary affiliate 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 (ia) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and (iib) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise; provided, provided -45- 50 however, that Parent Acquisition may assign any or all of its rights and obligations hereunder under this Agreement to any direct or indirect wholly-owned subsidiary of Parent, but no such assignment shall relieve Parent Acquisition of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (ia) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among between the parties or any of them with respect to the subject matter hereof and (iib) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise, provided PROVIDED that Parent Acquisition may assign its rights and obligations hereunder to purchase Shares pursuant to the Offer to any direct or indirect wholly-owned subsidiary of ParentAcquisition, but no such assignment shall relieve Parent Acquisition of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (i) constitutes 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 hereof, and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise, provided that Parent Purchaser may assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of ParentPurchaser, but no such assignment shall relieve Parent Purchaser of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (ia) constitutes the ---------------------------- entire agreement among between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and (iib) shall not be assigned by operation of law or otherwise without the prior written consent of the other partyotherwise, provided that Parent may assign its rights and obligations hereunder to any direct or indirect wholly-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 (i) constitutes 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 between the parties with respect to the subject matter hereof and hereof. Each of the Stockholders agrees not to assign this Agreement without the consent of Parent (ii) which consent shall not be assigned by operation of law or otherwise without the prior written consent of the other party, 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 obligationsunreasonably withheld).