Common use of Entire Agreement; No Third Party Beneficiaries; Assignment Clause in Contracts

Entire Agreement; No Third Party Beneficiaries; Assignment. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. Without limiting the foregoing, to the extent any of the provisions of this Agreement are inconsistent with the terms of the Prior Agreement, the terms of this Agreement shall control and the terms of the Prior Agreement will not have any force or effect. Neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned or transferred by any party without the prior written consent of the other parties hereto, except as provided in Section 14.01(h) and except that Ripplewood may assign, in its sole discretion, any or all of its rights and obligations to any direct or indirect Affiliate of Ripplewood Holdings; provided that no assignment by Ripplewood shall limit or affect the assignor's obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any attempted assignment in violation of this Agreement shall be void and of no force and effect.

Entire Agreement; No Third Party Beneficiaries; Assignment. This Agreement constitutes Agreement, together with the recitals and definitions appearing at the beginning hereof, and the Schedules, Annexes and Exhibits required to be delivered hereunder and any amendments or addenda hereafter executed and delivered in accordance with this Section constitute the entire agreement of the Parties hereto pertaining to the transactions contemplated hereby and supersedes supersede all prior written and oral (and all contemporaneous oral) agreements and understandings, both written and oral, among understandings of the parties with respect to Parties hereto concerning the subject matter hereof. The Schedules, Annexes and Exhibits attached hereto or furnished pursuant to this Agreement are hereby incorporated as integral parts of this Agreement. Except to the extent otherwise provided herein, by specific language and not by mere implication, this Agreement is not intended to confer upon any person other than the parties hereto Person not a Party to this Agreement any rights or remedies hereunder. Without limiting the foregoing, to the extent any of the provisions of Neither this Agreement are inconsistent with the terms of the Prior Agreement, the terms of this Agreement shall control and the terms of the Prior Agreement will not have any force or effect. Neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by either of the Parties (whether by operation of law or transferred by any party otherwise) without the prior written consent of the other parties hereto, except as provided in Section 14.01(h) and except that Ripplewood may assign, in its sole discretion, any or all of its rights and obligations to any direct or indirect Affiliate of Ripplewood Holdings; provided that no assignment by Ripplewood shall limit or affect the assignor's obligations hereunderParty. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any attempted assignment in violation of this Agreement shall be void and of no force and effect.

Entire Agreement; No Third Party Beneficiaries; Assignment. This Agreement constitutes Other than the Confidentiality Agreement, this Agreement, the schedules and exhibits hereto, and the documents and instruments and other agreements among the parties hereto referenced herein: (a) constitute the entire agreement and supersedes among the parties with respect to the subject matter hereof, supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and is no party shall be liable by any warranties or representations except as set forth herein or as expressly contemplated hereby; (b) are not intended to confer upon any other person other than the parties hereto any rights or remedies hereunder. Without limiting the foregoing, to the extent any of the provisions of this Agreement are inconsistent with the terms of the Prior Agreement, the terms of this Agreement shall control and the terms of the Prior Agreement will not have any force or effect. Neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned or transferred by any party without the prior written consent of the other parties hereto, (except as provided with respect to Company Indemnified Persons in Section 14.01(h6.7 (Indemnification)); and (c) and shall not be assigned by operation of law or otherwise except that Ripplewood as otherwise specifically provided, except that, subsequent to the Closing, Parent may assign, in its sole discretion, any or all of assign its rights and obligations to any direct or indirect Affiliate of Ripplewood Holdings; provided that no assignment by Ripplewood shall limit or affect the assignor's delegate its obligations hereunder. Subject to the preceding sentence, this Agreement will shall be binding upon, upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of this Agreement shall be void and of no force and effect.

Entire Agreement; No Third Party Beneficiaries; Assignment. This Agreement constitutes Other than the Confidentiality Agreement, this Agreement, the schedules and exhibits hereto, and the documents and instruments and other agreements among the parties hereto referenced herein: (a) constitute the entire agreement and supersedes among the parties with respect to the subject matter hereof, supersede all prior agreements and understandingsunderstandings (including the Letter of Intent dated October 30, 2008), both written and oral, among the parties with respect to the subject matter hereof, and is no party shall be liable by any warranties or representations except as set forth herein or as expressly contemplated hereby; (b) are not intended to confer upon any other person other than the parties hereto any rights or remedies hereunder. Without limiting the foregoing; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided, except that, subsequent to the extent any of the provisions of this Agreement are inconsistent with the terms of the Prior AgreementClosing, the terms of this Agreement shall control and the terms of the Prior Agreement will not have any force or effect. Neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned or transferred by any party without the prior written consent of the other parties hereto, except as provided in Section 14.01(h) and except that Ripplewood Acquireco may assign, in its sole discretion, any or all of assign its rights and obligations to any direct or indirect Affiliate of Ripplewood Holdings; provided that no assignment by Ripplewood shall limit or affect the assignor's delegate its obligations hereunder. Subject to the preceding sentence, this Agreement will shall be binding upon, upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of this Agreement shall be void and of no force and effect.