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

Entire Agreement; No Third Party Beneficiaries; Assignment. This 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 supersede all prior written and oral (and all contemporaneous oral) agreements and understandings of the 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 other Person not a Party to this Agreement any rights or remedies hereunder. 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 otherwise) without the prior written consent of the other Party. 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.

Entire Agreement; No Third Party Beneficiaries; Assignment. This 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 Agreement constitutes the entire agreement of the Parties hereto pertaining to the transactions contemplated hereby and supersede supersedes all prior agreements and understandings, both written and oral (and all contemporaneous oral) agreements and understandings of , among the Parties hereto concerning parties with respect to 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 Person not a Party to this Agreement 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 Agreement, nor any of the rights, interests or obligations hereunder shall be assigned or transferred by either of the Parties (whether by operation of law or otherwise) any party without the prior written consent of the other Partyparties 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 Other than the Confidentiality Agreement, together with this Agreement, the recitals schedules and definitions appearing at the beginning hereofexhibits hereto, and the Schedules, Annexes documents and Exhibits required to be delivered hereunder instruments and any amendments or addenda hereafter executed and delivered in accordance with this Section other agreements among the parties hereto referenced herein: (a) constitute the entire agreement of among the Parties hereto pertaining parties with respect to the transactions contemplated hereby and supersede all prior written and oral (and all contemporaneous oral) agreements and understandings of the Parties hereto concerning the subject matter hereof. The Schedules, Annexes supersede all prior agreements and Exhibits attached hereto or furnished pursuant to this Agreement are hereby incorporated as integral parts understandings (including the Letter of this Agreement. Except Intent dated October 30, 2008), both written and oral, among the parties with respect to the extent otherwise provided hereinsubject matter hereof, and no party shall be liable by specific language and not by mere implication, this Agreement is any warranties or representations except as set forth herein or as expressly contemplated hereby; (b) are not intended to confer upon any other Person not a Party to this Agreement person any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder ; and (c) shall not be assigned by either of the Parties (whether by operation of law or otherwise) without otherwise except as otherwise specifically provided, except that, subsequent to the prior written consent of the other PartyClosing, Acquireco may assign its rights and 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.