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

Entire Agreement, Binding Effect and Assignment. This Agreement (including the schedules hereto and the Company Disclosure Letter) constitute the entire agreement, and supersede all other prior agreements, understandings, negotiations and discussions, 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. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or in any certificate delivered pursuant to this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Party; provided that each of the Purchaser and the Parent may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, the Purchaser or the Parent, as applicable, shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder, and Section 2.11 of this Agreement shall apply to the Purchaser mutatis mutandis in respect of any such assignee.

Entire Agreement, Binding Effect and Assignment. This Agreement (including a) Provided it is acceptable to the schedules hereto and Court without the Company Disclosure Letter) constitute the entire agreement, and supersede all other prior agreements, understandings, negotiations and discussions, both written and oral, between the Parties, imposition of commercially unreasonable conditions or any other conditions that would impede, prevent or materially delay the completion 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. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or in any certificate delivered pursuant to this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated hereby by the Outside Date, Parent and Purchaser may assign all or any part of their respective rights under this AgreementAgreement to, and their respective obligations under this Agreement may be assumed by, a Subsidiary or Affiliate of Parent or Purchaser, provided that if such assignment and/or assumption takes place, Parent and Purchaser will continue to be liable jointly and severally with such Subsidiary or Affiliate, as the case may be, for all of their respective obligations hereunder. Without limitation of the foregoing, Parent shall be entitled, subject to the terms and conditions of this Section 9.5(a), to assign prior to the Effective Time, should Parent elect to do so and by providing prompt written notice to the other Parties, to either Parent or any wholly-owned direct or indirect Subsidiary of Parent the rights and obligations of Purchaser, as the original purchaser under this Agreement and to substitute either itself or such other wholly-owned Subsidiary as the “Purchaser” under the Plan of Arrangement. This Agreement shall will be binding upon on and shall inure will enure to the benefit of the Parties and their respective successors and permitted assigns. (b) This Agreement (including the schedules hereto), and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof. Neither Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of all of the other Party; provided that each of the Purchaser and the Parent may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, the Purchaser or the Parent, as applicable, shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder, and Section 2.11 of this Agreement shall apply to the Purchaser mutatis mutandis in respect of any such assigneeParties.

Entire Agreement, Binding Effect and Assignment. This Agreement (including the exhibits and schedules hereto and the Company Novadaq Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, negotiations and discussions, 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. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or in any certificate delivered pursuant to this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Party; provided that each of the Purchaser Stryker and the Parent Acquireco may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, the Purchaser Stryker or the ParentAcquireco, as applicable, shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder, and Section 2.11 2.13 of this Agreement shall apply to the Purchaser Stryker mutatis mutandis in respect of any such assignee.

Entire Agreement, Binding Effect and Assignment. This Neither this Agreement (nor any rights or obligations under this Agreement shall be assignable by operation of law, amalgamation or otherwise by any Party without the prior written consent of each of the other Parties, except that the Purchaser may assign, without being required to obtain consent of the Company, all or part of its rights or obligations hereunder, including the schedules hereto and rights to acquire the Shares, without reducing its own obligations hereunder, to one or more direct or indirect wholly-owned Subsidiaries of the Parent provided such Subsidiary delivers to the Company Disclosure Letter) constitute an instrument in writing executed by the entire agreement, Subsidiary confirming that it is bound by and supersede shall perform all other prior agreements, understandings, negotiations and discussions, both written and oral, between of the Parties, or any obligations of them, with respect to the subject matter hereof and thereof and, except Purchaser under this Agreement as expressly provided hereinif it were an original signatory. Subject thereto, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or in any certificate delivered pursuant to this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. This Agreement shall be binding upon and shall inure enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Neither No third party shall have any rights hereunder unless expressly stated to the contrary. This Agreement and the Confidentiality Agreement, together with the agreements, instruments and other documents required to be delivered pursuant to this Agreement, constitute the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the Parties pertaining to the subject matter of this Agreement nor and the Confidentiality Agreement, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, including the letter of intent dated June 2, 2006, as amended, between the Company and the Parent. No reliance has been made or will be placed upon any covenant, promise, warranty, representation, opinion, advice or assertion of the rightsfact made either prior to, interests contemporaneously with, or obligations hereunder may be assigned after entering into this Agreement or any amendment or supplement thereto, by any Party to this Agreement or its directors, officers, employees or agents, to any other Party to this Agreement or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement or the agreements, instruments and other documents required to be delivered pursuant to this Agreement, and none of the Parties without the prior written consent of the other Party; provided that each of the Purchaser and the Parent may assign all or part of its rights under to this Agreement to, and its obligations under has been induced to enter into this Agreement may be assumed byor any amendment or supplement by reason of any such warranty, any representation, opinion, advice or assertion of its affiliates, provided that if such assignment and/or assumption takes place, the Purchaser or the Parent, as applicable, shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder, and Section 2.11 fact (except those forming part of this Agreement or the Confidentiality Agreement or forming part of any agreement, instrument or other document delivered hereunder or thereunder). Accordingly, there shall apply be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the Purchaser mutatis mutandis in respect of any such assigneeextent contemplated herein.

Entire Agreement, Binding Effect and Assignment. This Agreement (including the exhibits and schedules hereto and the Company Disclosure LetterSchedule and the Purchaser Disclosure Schedule) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, negotiations and discussions, 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. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or in any certificate delivered pursuant to this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Party; provided that each of the Purchaser and the Parent Acquireco may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, the Purchaser or the ParentAcquireco, as applicable, shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder, and Section 2.11 2.12 of this Agreement shall apply to the Purchaser mutatis mutandis in respect of any such assignee.

Entire Agreement, Binding Effect and Assignment. ‌ Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned or delegated by any of the parties hereto without the prior written consent of the other parties; provided, that (a) RAC 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 RAC and (b) RAC may assign all or any part of its rights under this Agreement to any Debt Financing Source pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing. This Agreement will be binding on and will enure to the benefit of the Parties and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 9.8 will be null and void. This Agreement (including the schedules Schedules hereto and the Company Disclosure Letter) , including the schedules thereto), the Limited Guarantee and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, agreements and understandings, negotiations and discussions, both written and oral, between the Partiesparties, 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 will not confer upon any Person other than the Parties any rights or remedies hereunder. There are no representationsExcept as expressly permitted by the terms hereof, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or in any certificate delivered pursuant to this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any either of the Parties without the prior written consent of the other Party; provided that each of the Purchaser and the Parent may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, the Purchaser or the Parent, as applicable, shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder, and Section 2.11 of this Agreement shall apply to the Purchaser mutatis mutandis in respect of any such assignee.

Entire Agreement, Binding Effect and Assignment. This Agreement (including the exhibits and schedules hereto and the Company Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, negotiations and discussions, 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. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or in any certificate delivered pursuant to this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Party; provided that each of the Purchaser and the Parent may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes placefor the avoidance of doubt, the Purchaser or the Parent, as applicable, shall continue to be liable joint and severally with such affiliate, as bound to ensure the case may be, for all of its obligations hereunder, and Section 2.11 performance of this Agreement shall apply to the Purchaser mutatis mutandis in respect of by any such assignee.

Entire Agreement, Binding Effect and Assignment. (a) This Agreement (including the exhibits and schedules hereto and the Company Absolute Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, agreements and understandings, negotiations and discussions, 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. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or in any certificate delivered pursuant to this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. . (b) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder and thereunder may not be assigned by any either of the Parties without the prior written consent of the other Party; provided that each of , except that, without Absolute’s consent, the Purchaser and the Parent may assign all or part any portion of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, (i) to any of its affiliatesAffiliates, provided that if including to permit such assignment and/or assumption takes placeAffiliate to acquire, instead of the Purchaser, all or part of the Absolute Shares to be acquired pursuant to the terms of this Agreement, the whole as provided for under the Plan of Arrangement or (ii) to any Debt Financing Source pursuant to the terms of the Debt Financing for purposes of creating a Lien herein or otherwise assigning as collateral in respect of the Debt Financing and, after the Effective Time, any such Debt Financing Source may exercise all of the rights and remedies of the Purchaser (or the Parentits Affiliate, as applicable) hereunder in connection with the enforcement of any security or exercise of any remedies to the extent permitted under the Debt Financing; provided, however, that no such assignments shall continue to be liable joint and severally with such affiliate, as relieve the case may be, for all Purchaser of its obligations hereunder, and Section 2.11 of this Agreement shall apply to the Purchaser mutatis mutandis in respect of any such assignee.

Entire Agreement, Binding Effect and Assignment. This Agreement (including the schedules hereto and the Company IAMGOLD Disclosure Letter) ), the IAMGOLD Confidentiality Agreement and the Purchaser Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, agreements and understandings, negotiations and discussions, 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, transactions contemplated by this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunderAgreement. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or and the agreements entered into in any certificate delivered pursuant to this Agreementconnection herewith. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. This Except as expressly provided herein, this Agreement shall be binding upon is not intended to and shall inure to not confer upon any person, other than the benefit of Parties, any rights or remedies hereunder. Except as expressly permitted by the Parties and their respective successors and permitted assigns. Neither terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any either of the Parties without the prior written consent of the other Party; provided that each of the . The Purchaser and the Parent may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any an affiliate of its affiliatesthe Purchaser, provided that if that, prior to any such assignment and/or assumption takes placeassignment, the Purchaser or shall provide notice of same to IAMGOLD and the Parent, assignee shall execute a counterpart to this Agreement and shall become subject to all of the Liabilities of the Purchaser as applicable, if an original party hereto and the Purchaser shall continue to be liable joint jointly and severally with such affiliate, as the case may be, affiliate for all of its obligations hereunder. This Agreement shall be binding on and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, IAMGOLD hereby consents to: (a) the assignment by way of security (subject to the equities between IAMGOLD and Section 2.11 the Purchaser) by the Purchaser of all of its rights under this Agreement shall apply to a Lender or Lenders from time to time to the Purchaser mutatis mutandis or the business (or to one or more agents or trustees on behalf of such lenders), (such lenders, agents and trustees, together with their successors and assigns, the “Collateral Holders”), and (b) the assignment by the Collateral Holders of all of the Purchaser’s rights and obligations under this Agreement (subject to the equities between IAMGOLD and the Purchaser) to one or more third parties upon exercise by the Collateral Holders of their rights in respect of the assignment by way of security of this Agreement; provided that, in either case, no such assignment may be made to a person subject to any such assigneeanti-laundering, anti-terrorism or other sanctions law which IAMGOLD or any Subsidiary of it is obliged to comply with.

Entire Agreement, Binding Effect and Assignment. ‌ This Agreement (including the exhibits and schedules hereto and the Company Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, negotiations and discussions, 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. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or in any certificate delivered pursuant to this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Party; provided that each of the Purchaser and the Parent Acquireco may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes placethat, for the avoidance of doubt, the Purchaser or the Parent, as applicable, shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its subject to it obligations hereunder, and under Section 2.11 of this Agreement shall apply to the Purchaser mutatis mutandis in respect of any such assignee.

Entire Agreement, Binding Effect and Assignment. Acquiror may, upon prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, a direct or indirect subsidiary of the Acquiror, provided that if such assignment and/or assumption takes place, the Acquiror shall continue to be liable jointly and severally with such subsidiary for all of its obligations hereunder. Subject to the foregoing, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Party. This Agreement shall be binding on and shall enure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement (including the exhibits and schedules hereto and hereto, the Company Disclosure Letter and the Acquiror Disclosure Letter) constitute constitutes the entire agreement, and supersede all other prior agreements, agreements and understandings, negotiations and discussions, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof thereof, including the LOI, and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person person other than the Parties any rights or remedies hereunder. There are no representationsExcept as expressly permitted by the terms hereof, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or in any certificate delivered pursuant to this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any either of the Parties without the prior written consent of the other Party; provided that each of the Purchaser and the Parent may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, the Purchaser or the Parent, as applicable, shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder, and Section 2.11 of this Agreement shall apply to the Purchaser mutatis mutandis in respect of any such assignee.