Common use of Entire Agreement; Nonassignability; Parties in Interest Clause in Contracts

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits and the Items, including the Company Disclosure Letter and Exodus Disclosure Letter, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect and except as set forth in Section 9.1, shall survive any termination of this Agreement or the Closing, in accordance with its terms (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 5.14; and (c) shall not be assigned by operation of law or otherwise by the Company Parties without the prior written consent of the Exodus Parties or by the Exodus Parties without the prior written consent of the Company Parties. Notwithstanding anything herein to the contrary, in the event that GCG shall transfer, before Closing, all of the issued and outstanding shares of capital stock of GlobalCenter Holding to an affiliated entity, then GCG may, without further notice to or prior written consent of any party, assign all of its rights and obligations under this Agreement to such affiliated entity.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein in this Agreement or delivered pursuant heretoto this Agreement, including the Exhibits and Exhibits, the ItemsSchedules, including the Company Genovo Disclosure Letter Memorandum and Exodus the Targeted Disclosure Letter, Memorandum (a) constitute the entire agreement among the parties with respect to the subject matter hereof of this Agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, of this Agreement (except for the Confidentiality Agreement, which shall continue in full force and effect effect) and except as set forth in Section 9.1, shall survive any termination of this Agreement or the Closing, in accordance with its terms terms; (b) are not intended to confer upon any other person any rights or remedies hereunderunder this Agreement, except as set forth in Sections 5.141.6(a)-(c) and (g), 1.7. 1.8, 1.12, 5.13 and 5.14 (as to Genovo Stockholders) of this Agreement; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Company Parties parties to this Agreement (whether by operation of law or otherwise) without the prior written consent of the Exodus Parties or other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Exodus Parties without the prior written consent of the Company Parties. Notwithstanding anything herein to the contrary, in the event that GCG shall transfer, before Closing, all of the issued parties and outstanding shares of capital stock of GlobalCenter Holding to an affiliated entity, then GCG may, without further notice to or prior written consent of any party, assign all of its rights their respective successors and obligations under this Agreement to such affiliated entityassigns.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement Agreement, the other Transaction Documents and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits exhibits and the Itemsschedules hereto, including the Company Disclosure Letter Schedule and Exodus Blocker Disclosure Letter, Schedule: (a) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof except for the Confidentiality Agreement, which shall continue in full force and effect effect, and except as set forth in Section 9.1, shall survive any termination of this Agreement or the Closing, in accordance with its terms (but shall terminate effective upon the Closing, should the Closing occur); and (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 5.14; hereunder and (c) shall not be assigned by operation of law or otherwise by without the Company Parties written consent of the other party, except that Purchaser may assign this Agreement and its rights hereunder to an Affiliate of Purchaser without the prior written consent of the Exodus Parties Sellers’ Representative or by any other party hereto, provided that no such assignment will relieve Purchaser from any of its obligations hereunder. This Agreement shall be binding upon and inure to the Exodus Parties without the prior written consent benefit of the parties hereto and their respective successors and permitted assigns. In the event of any inconsistency between the provisions of this Agreement, on the one hand, and the Exhibits, the Company Parties. Notwithstanding anything herein to Disclosure Schedule and/or the contraryBlocker Disclosure Schedule, on the other hand (other than an exception expressly set forth as such in the event that GCG shall transferCompany Disclosure Schedule or the Blocker Disclosure Schedule), before Closing, all of the issued and outstanding shares of capital stock of GlobalCenter Holding to an affiliated entity, then GCG may, without further notice to or prior written consent of any party, assign all of its rights and obligations under this Agreement to such affiliated entityshall control.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits exhibits and the Itemsschedules hereto, including the Company Disclosure Letter Schedule (and Exodus Disclosure Letter, any updates thereto): (a) together constitute the entire agreement among the parties Parties with respect to the subject matter hereof as a complete and final integration thereof and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof, hereof except for the Confidentiality Agreement, which shall continue in full force and effect effect, and except as set forth in Section 9.1, shall survive any termination of this Agreement or the Closing, in accordance with its terms terms; and (b), except for (i) the right of the Equityholders and Stockholders to receive the Merger Consideration and Closing Consideration payable in respect of Company Stock and/or RSUs pursuant to this Agreement and (ii) the right of participants under the Deferred Compensation Plan to receive payment of their account balances (including the deferred RSU amount) held in the rabbi trust are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 5.14; hereunder and (c) shall not be assigned by operation of law or otherwise by the Company Parties without the prior written consent of the Exodus Parties or by the Exodus Parties without the prior written consent of the Company Parties. Notwithstanding anything herein to the contraryother party; provided, in the event however, that GCG shall transfer, before Closing, all of the issued and outstanding shares of capital stock of GlobalCenter Holding to an affiliated entity, then GCG may, without further notice to or prior written consent of any party, Buyer may assign all of its rights and obligations under this Agreement hereunder to such affiliated entityan Affiliate without obtaining prior written consent from the Company. No assignment shall relieve the assigning Party of any of its obligations hereunder.