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

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the certificates, exhibits, schedules, documents, instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto: (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, (b) are not intended to confer upon any other Person, either explicitly or implicitly, any equitable or legal rights or remedies of any nature whatsoever hereunder, and (c) shall not be assigned by operation of law or otherwise without the written consent of the other party; provided, however, that Buyer may, without the consent of the Sellers, (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder, (iii) direct the Sellers, at the Closing and on behalf of the Buyer, to transfer title to all or some of the Purchased Assets directly to one of more of its Affiliates, and (iv) assign its rights to indemnification under this Agreement upon a sale or transfer of Buyer or all or substantially all of the assets of Buyer; provided, however, that Buyer shall remain obligated to perform all its obligations under this Agreement if not performed by such Affiliates.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the certificates, exhibits, schedules, documents, instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto: (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, including without limitation the letter of intent dated as of Xxxxxxxx 0, 0000, (bx) are not intended to confer upon any other Person, either explicitly or implicitly, any equitable or legal rights or remedies of any nature whatsoever hereunder, and (c) shall not be assigned by operation of law or otherwise without the written consent of the other party; provided, however, that Buyer may, without the consent of the Sellers, (i) assign any or all of its their rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder, (iii) direct the Sellers, at the Closing and on behalf of the Buyer, to transfer title to all or some of the Purchased Assets directly to one of more of its Affiliates, and (iv) assign its rights to indemnification under this Agreement upon a sale or transfer of Buyer or all or substantially all of the assets of Buyer; provided, however, that Buyer shall remain obligated to perform all its their obligations under this Agreement if not performed by such Affiliates.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the certificates, exhibits, schedules, documents, instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto: (a) This Agreement, the Ancillary Agreements (including the exhibits and schedules attached hereto and thereto) (i) 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, (bii) are except as specifically stated in a particular section of the transaction documents referred to above, shall not intended create or be deemed to confer upon create any third party beneficiary rights in any person or entity not a party to this Agreement, other Person, either explicitly or implicitly, than any equitable or legal rights or remedies Indemnified Person pursuant to the provisions of any nature whatsoever hereunderthis Agreement, and (ciii) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. (b) Except by operation of the Transaction, this Agreement, the Ancillary Agreements (including the exhibits and schedules attached hereto and thereto, and any rights, entitlements or obligations hereunder or thereunder, shall not be assigned by operation of law or otherwise without the written consent of the other partyexcept as otherwise specifically provided; provided, however, that Buyer may, without the consent of the Sellers, Merger Subs each may (i) assign any or all of its respective rights and interests hereunder to one or more wholly-owned subsidiaries of its AffiliatesParent, and (ii) designate one or more of its Affiliates respective affiliates to perform its respective obligations hereunder (in any or all of which cases Parent or Merger Subs nonetheless shall remain responsible for the performance of all of its respective obligations hereunder, (iii) direct the Sellers, at the Closing and on behalf of the Buyer, to transfer title to all or some of the Purchased Assets directly to one of more of its Affiliates, and (iv) assign its rights to indemnification under this Agreement upon a sale or transfer of Buyer or all or substantially all of the assets of Buyer; provided, however, that Buyer shall remain obligated to perform all its obligations under this Agreement if not performed by such Affiliates).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the certificates, exhibits, schedules, documents, instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or theretohereto: (a) constitute the entire agreement among the parties Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof, (b) except for the Indemnified Parties as provided in Article VII, are not intended to confer upon any other Person, either explicitly or implicitly, any equitable or legal rights or remedies of any nature whatsoever hereunder, and (c) shall not be assigned by operation of law or otherwise without the written consent of the other partyParties; provided, however, that Buyer the Buyers may, without the consent of the SellersSellers but upon written notice to the Sellers thereof, (i) assign any or all of its their rights and interests hereunder to one or more of its Affiliatestheir Affiliates or successors, (ii) designate one or more of its their Affiliates to perform its their obligations hereunder, (iii) direct the Sellers, at the Closing and on behalf of the BuyerBuyers, to transfer title to all or some of the Purchased Acquired Assets directly to one of more of its their Affiliates, and (iv) assign its their rights to indemnification and obligations under this Agreement upon to a sale or transfer purchaser of Buyer or all or substantially all of the assets of Buyerthe Buyers that agrees to comply with all obligations of the Buyers under this Agreement; provided, however, that Buyer in each of (i)-(iv) the Buyers shall remain obligated to perform all its their obligations under this Agreement if not performed by such AffiliatesAgreement.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the certificates, exhibits, schedules, documents, instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto: (a) constitute the entire agreement among the parties Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof, (b) are not intended to confer upon any other Person, either explicitly or implicitly, any equitable or legal rights or remedies of any nature whatsoever hereunder, and (c) shall not be assigned by operation of law or otherwise without the written consent of the other party; provided, however, that Buyer the Buyers may, without the consent of the SellersSeller but upon written notice to the Seller thereof, (i) assign any or all of its their rights and interests hereunder to one or more of its Affiliatestheir Affiliates or successors, (ii) designate one or more of its their Affiliates to perform its their obligations hereunder, (iii) direct the SellersSeller, at the Closing and on behalf of the BuyerBuyers, to transfer title to all or some of the Purchased Acquired Assets directly to one of more of its their Affiliates, and (iv) assign its their rights to indemnification and obligations under this Agreement upon to a sale or transfer purchaser of Buyer or all or substantially all of the assets of Buyerthe Buyers; provided, however, that Buyer in each of (i)-(iv) the Buyers shall remain obligated to perform all its their obligations under this Agreement if not performed by such AffiliatesAgreement.

Entire Agreement; Nonassignability; Parties in Interest. This Merger Agreement and the certificates, exhibits, schedules, documents, instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto: (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, including that certain letter of intent by and between Buyer and the Company, dated as of December 15, 2006, (b) are not intended to confer upon any other Person, either explicitly or implicitly, any equitable or legal rights or remedies of any nature whatsoever hereunder, and (c) shall not be assigned by operation of law or otherwise without the written consent of the other party; provided, however, that Buyer may, without the consent of the SellersCompany, (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder, hereunder and (iii) direct the Sellers, at the Closing and on behalf of the Buyer, to transfer title to all or some of the Purchased Assets directly to one of more of its Affiliates, and (iv) assign its rights to indemnification under this Merger Agreement upon a sale or transfer of Buyer or all or substantially all of the assets or equity securities of Buyer; provided, however, that . Any assignment by Buyer shall remain obligated pursuant to perform all this Section 12.2 will not relieve it from any of its obligations under this Agreement if not performed by such Affiliateshereunder.