Common use of Entire Agreement, Binding Effect and Assignment Clause in Contracts

Entire Agreement, Binding Effect and Assignment. Purchaser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an affiliate of Purchaser, provided that if such assignment and/or assumption takes place, Purchaser shall continue to be liable jointly and severally with such affiliate for all of its obligations hereunder. This Agreement shall be binding on and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the parties hereto without the prior written consent of the other party.

Entire Agreement, Binding Effect and Assignment. (1) The Purchaser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an affiliate of the shareholders of the Purchaser, provided that if such assignment and/or assumption takes place, the Purchaser shall continue to be liable jointly and severally with such affiliate subsidiary or affiliate, as the case may be, for all of its obligations hereunder. This Agreement shall be binding on and shall enure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. . (2) This Agreement (including the schedule exhibits and schedules hereto) constitutes ), the Disclosure Letter, the Voting Agreement, the Sponsor Guarantee and the Confidentiality Agreements constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties Parties with respect to the subject matter hereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunderthereof. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the parties hereto Parties without the prior written consent of the other partyParty.

Entire Agreement, Binding Effect and Assignment. Purchaser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an by a subsidiary or affiliate of Purchaser, provided that if such assignment and/or assumption takes place, Purchaser shall continue to be liable jointly and severally with such affiliate subsidiary or affiliate, as the case may be, for all of its obligations hereunder. This Agreement shall be binding on and shall enure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. This Agreement (including the schedule exhibits and schedules hereto) constitutes ), and the Confidentiality Agreement constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties Parties, or any of them, with respect to the subject matter hereof andand thereof, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than including the parties hereto any rights or remedies hereunderOriginal Acquisition Agreement. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the parties hereto Parties without the prior written consent of the other partyParty.

Entire Agreement, Binding Effect and Assignment. Purchaser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an by a subsidiary or affiliate of Purchaser, provided that if such assignment and/or assumption takes place, Purchaser shall continue to be liable jointly and severally with such affiliate subsidiary or affiliate, as the case may be, for all of its obligations hereunder. This Agreement shall be binding on and shall enure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. This Agreement (including the schedule exhibits and schedules hereto) constitutes ), and the Confidentiality Agreement constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties Parties, or any of them, with respect to the subject matter hereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunderthereof. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the parties hereto Parties without the prior written consent of the other partyParty.

Entire Agreement, Binding Effect and Assignment. Purchaser Acquiror may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an affiliate a wholly-owned direct or indirect subsidiary of PurchaserAcquiror, provided that if such assignment and/or assumption takes place, Purchaser Acquiror shall continue to be liable jointly and severally with such affiliate subsidiary for all of its obligations hereunder. This Agreement shall be binding on and shall enure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. This Agreement (including and the schedule hereto) constitutes Confidentiality Agreement constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person Person other than the parties hereto Parties any rights or remedies hereunder. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the parties hereto Parties without the prior written consent of the other partyParty.

Entire Agreement, Binding Effect and Assignment. (a) Purchaser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an affiliate a direct or indirect subsidiary of Purchaser, provided that if such assignment and/or assumption takes place, Purchaser shall continue to be liable jointly and severally with such affiliate subsidiary for all of its obligations hereunder. This Agreement shall be binding on and shall enure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. This Agreement . (including the schedule heretob) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either any of the parties hereto Parties without the prior written consent of the other partyParties. (c) This Agreement (including the exhibits and schedules hereto and the Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement, and supersede 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 thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the Parties any rights or remedies hereunder.

Entire Agreement, Binding Effect and Assignment. Purchaser (a) Xxxxxxx may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an affiliate a direct or indirect subsidiary of PurchaserXxxxxxx, provided that if such assignment and/or assumption takes place, Purchaser Xxxxxxx shall continue to be liable jointly and severally with such affiliate subsidiary for all of its obligations hereunderunder this Agreement. Target is not entitled to assign this Agreement. This Agreement shall be binding on and shall enure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. . (b) This Agreement (including the schedule heretoexhibits and schedules to this Agreement and the Target Disclosure Letter and the Xxxxxxx Disclosure Letter) constitutes and the Confidentiality Agreement constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided hereinin this Agreement, this Agreement is not intended to and shall not confer upon any person other than the parties hereto Parties any rights or remedies hereunderunder or in respect of this Agreement. Except as expressly permitted by the terms hereofof this Agreement, neither this Agreement nor any of the rights, interests or obligations hereunder under this Agreement may be assigned by either of the parties hereto without the prior written consent of the other partyParties.

Entire Agreement, Binding Effect and Assignment. Purchaser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an a subsidiary or affiliate of Purchaser, provided that if such assignment and/or assumption takes place, Purchaser shall continue to be liable jointly and severally with such affiliate subsidiary or affiliate, as the case may be, for all of its obligations hereunder. This Agreement shall be binding on and shall enure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. This Agreement (including the schedule exhibits and schedules hereto) constitutes ), the Sponsor Guarantees and the Confidentiality Agreements constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter hereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunderthereof. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the parties hereto Parties without the prior written consent of the other partyParty.

Entire Agreement, Binding Effect and Assignment. Purchaser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an affiliate a direct or indirect subsidiary of Purchaser, provided that if such assignment and/or assumption takes place, the Purchaser shall continue to be liable jointly and severally with such affiliate subsidiary for all of its obligations hereunder. This Agreement shall be binding on and shall enure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. This Agreement (including the schedule heretoexhibits and schedules hereto and the Disclosure Letter) constitutes and the Confidentiality Agreement constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, including the arrangement agreement dated April 4, 2008, both written and oral, between the parties Parties, or any of them, with respect to the subject matter hereof and, and thereof and except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the parties hereto Parties any rights or remedies hereunder. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the parties hereto Parties without the prior written consent of the other partyParties.

Entire Agreement, Binding Effect and Assignment. (i) Purchaser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an affiliate a direct or indirect subsidiary of Purchaser, provided that if such assignment and/or assumption takes place, Purchaser shall continue to be liable jointly and severally with such affiliate subsidiary for all of its obligations hereunder. This Agreement shall be binding on and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement . (including the schedule heretoii) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either any of the parties hereto without the prior written consent of the other partyparties. (iii) This Agreement (and the Arrangement Agreement) constitutes the entire agreement, and supersedes 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 thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the parties any rights or remedies hereunder.

Entire Agreement, Binding Effect and Assignment. Purchaser (a) ELT may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an affiliate a direct or indirect subsidiary of PurchaserELT, provided that if such assignment and/or assumption takes place, Purchaser ELT shall continue to be liable jointly and severally with such affiliate subsidiary for all of its obligations hereunder. TIN shall not be permitted to assign all or any part of its rights or obligations under this Agreement without the prior written consent of ELT, which ELT may grant or withhold in its absolute discretion. (b) This Agreement shall be binding on and shall enure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. assigns and shall be binding upon the Parties and their respective successors. (c) This Agreement and the Plan of Arrangement (including the schedule exhibits and Schedules hereto) constitutes ), collectively constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, between the parties Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person Person other than the parties hereto Parties any rights or remedies hereunder. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the parties hereto Parties without the prior written consent of the other partyParty, which the other Party may grant or withhold in its absolute discretion.