Common use of Integration; Binding Effect; Survival of Terms Clause in Contracts

Integration; Binding Effect; Survival of Terms. (a) This Royalties Rights Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Royalties Rights Agreement shall be binding upon and inure to the benefit of the Sponsor, RJS, the Purchaser, the Bond Administrator, the Brazilian Collateral Agent, the Oil Revenues Payment Agent, the Bond Administrator, the Brazilian Collateral Agent, the Indenture Trustee and their respective successors and permitted assigns (including the Indenture Trustee and any trustee in bankruptcy). (c) Each of the Sponsor and RJS may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Indenture Trustee. The Purchaser may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Sponsor or RJS. Without limiting the foregoing, the Sponsor and RJS acknowledges that the Purchaser, pursuant to the Indenture and any Indenture Supplement, may assign to the Indenture Trustee, for the benefit of the Secured Parties, its rights, remedies, powers and privileges hereunder and that the Indenture Trustee may further assign such rights, remedies, powers and privileges to the extent permitted in the Indenture and any Indenture Supplement. Each of the Sponsor and RJS agrees that the Indenture Trustee shall, subject to the terms of the Indenture and any Indenture Supplement, have the right to enforce this Royalties Rights Agreement and to exercise directly all of the Purchaser’s rights and remedies under this Royalties Rights Agreement (including the right to give or withhold any consents or approvals of the Purchaser to be given or withheld hereunder) and the Sponsor and RJS agrees to cooperate fully with the Indenture Trustee in the exercise of such rights and remedies. (d) This Royalties Rights Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by the Sponsor or RJS pursuant to Article III; and (ii) Section 6.5 shall be continuing and shall survive any termination of this Royalties Rights Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Royalties Rights Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandingsTHIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT CONTAIN THE FINAL AND COMPLETE INTEGRATION OF ALL PRIOR EXPRESSIONS BY THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SHALL CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF SUPERSEDING ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN UNDERSTANDINGS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS. (b) This Royalties Rights Agreement shall be binding upon and inure to the benefit of the Sponsor, RJSeach Originator, the Purchaser, the Bond Administrator, the Brazilian Collateral Agent, the Oil Revenues Payment Agent, the Bond Administrator, the Brazilian Collateral Agent, the Indenture Trustee Buyer and their respective successors and permitted assigns (including the Indenture Trustee and any trustee in bankruptcy). (c) Each of the Sponsor and RJS . No Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Indenture TrusteeBuyer. The Purchaser Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any of the Sponsor or RJSOriginators. Without limiting the foregoing, the Sponsor and RJS each Originator acknowledges that the PurchaserBuyer, pursuant to the Indenture and any Indenture SupplementPurchase Agreement, may assign to the Indenture TrusteeAdministrative Agent, for the benefit of the Secured PartiesPurchasers, its rights, remedies, powers and privileges hereunder and that the Indenture Trustee Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Indenture and any Indenture SupplementPurchase Agreement. Each of the Sponsor and RJS Originators agrees that the Indenture Trustee Administrative Agent, as the assignee of the Buyer, shall, subject to the terms of the Indenture and any Indenture SupplementPurchase Agreement, have the right to enforce this Royalties Rights Agreement and to exercise directly all of the PurchaserBuyer’s rights and remedies under this Royalties Rights Agreement (including including, without limitation, the right to give or withhold any consents or approvals of the Purchaser Buyer to be given or withheld hereunder) and each of the Sponsor and RJS Originators agrees to cooperate fully with the Indenture Trustee Administrative Agent in the exercise of such rights and remedies. (d) . This Royalties Rights Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any of the Sponsor or RJS Originators pursuant to Article IIIII; (ii) the indemnification and payment provisions of Article VI; and (iiiii) Section 6.5 7.5 shall be continuing and shall survive any termination of this Royalties Rights Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Royalties Rights Agreement hereby supersedes in its entirety the Amended Receivables Sale Agreement as of the date hereof. From and after the effectiveness of this Agreement, all representations, warranties and indemnities shall be applicable to the Purchased Receivables with the same force and effect as the Receivables arising on or after the date of this Agreement. (b) This Agreement, the Purchase Agreement and each other Transaction Document document or instrument executed or delivered in connection therewith and each Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (bc) This Royalties Rights Agreement shall be binding upon and inure to the benefit of the Sponsor, RJS, the Purchaser, the Bond Administrator, the Brazilian Collateral Agent, the Oil Revenues Payment Agent, the Bond Administrator, the Brazilian Collateral Agent, the Indenture Trustee parties hereto and their respective successors and permitted assigns (including the Indenture Trustee and any trustee in bankruptcy). (c) Each of the Sponsor and RJS . No Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer and each of the Indenture TrusteeAgents. The Purchaser Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Sponsor or RJSany Originator. Without limiting the foregoing, the Sponsor and RJS each Originator acknowledges that the PurchaserBuyer, pursuant to the Indenture and any Indenture SupplementPurchase Agreement, may assign to the Indenture TrusteeCollateral Agent, for the benefit of the Secured PartiesPurchasers, its rights, remedies, powers and privileges hereunder and that the Indenture Trustee Collateral Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Indenture and any Indenture SupplementPurchase Agreement. Each of the Sponsor and RJS Originator agrees that the Indenture Trustee Collateral Agent, as the assignee of Buyer, shall, subject to the terms of the Indenture and any Indenture SupplementPurchase Agreement, have the right to enforce this Royalties Rights Agreement and to exercise directly all of the Purchaser’s Buyer's rights and remedies under this Royalties Rights Agreement (including including, without limitation, the right to give or withhold any consents or approvals of the Purchaser Buyer to be given or withheld hereunder) and the Sponsor and RJS each Originator agrees to cooperate fully with the Indenture Trustee Collateral Agent in the exercise of such rights and remedies. (d) . This Royalties Rights Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by the Sponsor or RJS any Originator pursuant to Article IIIII; (ii) the indemnification and payment ---------- provisions of Article VI; and (iii) Section 7.6 shall be continuing and shall ---------- ----------- survive any termination of this Agreement. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Originator pursuant to Article II, (ii) the indemnification and payment ---------- provisions of Article VI, and Section 6.5 7.6 shall be continuing and shall survive ---------- ----------- any termination of this Royalties Rights Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Royalties Rights Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT CONTAIN THE FINAL AND COMPLETE INTEGRATION OF ALL PRIOR EXPRESSIONS BY THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SHALL CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF SUPERSEDING ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN UNDERSTANDINGS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS. (b) This Royalties Rights Agreement shall be binding upon and inure to the benefit of the Sponsor, RJSeach Originator, the Purchaser, the Bond Administrator, the Brazilian Collateral Agent, the Oil Revenues Payment Agent, the Bond Administrator, the Brazilian Collateral Agent, the Indenture Trustee Buyer and their respective successors and permitted assigns (including the Indenture Trustee and any trustee in bankruptcy). (c) Each of the Sponsor and RJS . No Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Indenture TrusteeBuyer. The Purchaser Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any of the Sponsor or RJSOriginators. Without limiting the foregoing, the Sponsor and RJS each Originator acknowledges that the PurchaserBuyer, pursuant to the Indenture and any Indenture SupplementPurchase Agreement, may assign to the Indenture TrusteeAdministrative Agent, for the benefit of the Secured PartiesPurchasers, its rights, remedies, powers and privileges hereunder and that the Indenture Trustee Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Indenture and any Indenture SupplementPurchase Agreement. Each of the Sponsor and RJS Originators agrees that the Indenture Trustee Administrative Agent, as the assignee of the Buyer, shall, subject to the terms of the Indenture and any Indenture SupplementPurchase Agreement, have the right to enforce this Royalties Rights Agreement and to exercise directly all of the PurchaserBuyer’s rights and remedies under this Royalties Rights Agreement (including including, without limitation, the right to give or withhold any consents or approvals of the Purchaser Buyer to be given or withheld hereunder) and each of the Sponsor and RJS Originators agrees to cooperate fully with the Indenture Trustee Administrative Agent in the exercise of such rights and remedies. (d) . This Royalties Rights Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any of the Sponsor or RJS Originators pursuant to Article IIIII; (ii) the indemnification and payment provisions of Article VI; and (iiiii) Section 6.5 7.5 shall be continuing and shall survive any termination of this Royalties Rights Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Royalties Rights Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Royalties Rights Agreement shall be binding upon and inure to the benefit of the SponsorNSI Enterprises, RJS, the Purchaser, the Bond Administrator, the Brazilian Collateral Agent, the Oil Revenues Payment Agent, the Bond Administrator, the Brazilian Collateral Agent, the Indenture Trustee NSI Georgia and their respective successors and permitted assigns (including the Indenture Trustee and any trustee in bankruptcy). (c) Each of the Sponsor and RJS NSI Enterprises may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Indenture Trustee. The Purchaser NSI Georgia. (d) NSI Georgia may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Sponsor or RJSNSI Enterprises. Without limiting the foregoing, the Sponsor and RJS NSI Enterprises acknowledges that the PurchaserNSI Georgia, pursuant to the Indenture Contribution and any Indenture SupplementSale Agreement, may assign to the Indenture TrusteeSPE, and the SPE, pursuant to the Credit and Security Agreement, may assign to the Agent, for the benefit of the Secured PartiesLenders, its rights, remedies, powers and privileges hereunder and that the Indenture Trustee Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Indenture Credit and any Indenture Supplement. Each of the Sponsor and RJS Security Agreement. (e) NSI Enterprises agrees that the Indenture Trustee Agent, as the ultimate assignee hereof, shall, subject to the terms of the Indenture Credit and any Indenture SupplementSecurity Agreement, have the right to enforce this Royalties Rights Agreement and to exercise directly all of the Purchaser’s NSI Georgia's rights and remedies under this Royalties Rights Agreement (including including, without limitation, the right to give or withhold any consents or approvals of the Purchaser NSI Georgia to be given or withheld hereunder) and the Sponsor and RJS NSI Enterprises agrees to cooperate fully with the Indenture Trustee Agent in the exercise of such rights and remedies. (df) This Royalties Rights Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by the Sponsor or RJS NSI Enterprises pursuant to Article IIIII; (ii) the indemnification and payment provisions of Article VI; and (iiiii) Section 6.5 7.5 shall be continuing and shall survive any termination of this Royalties Rights Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Royalties Rights Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Royalties Rights Agreement shall be binding upon and inure to the benefit of the Sponsoreach Original Seller and Originator, RJS, the Purchaser, the Bond Administrator, the Brazilian Collateral Agent, the Oil Revenues Payment Agent, the Bond Administrator, the Brazilian Collateral Agent, the Indenture Trustee and their respective successors and permitted assigns (including the Indenture Trustee and any trustee in bankruptcy). (c) Each of the Sponsor and RJS . No Original Seller may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Indenture TrusteeOriginator. The Purchaser Originator may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Sponsor or RJSany Original Seller. Without limiting the foregoing, the Sponsor and RJS each Original Seller acknowledges that the PurchaserOriginator, pursuant to the Indenture and any Indenture SupplementReceivables Sale Agreement, may assign to the Indenture Trustee, for the benefit of the Secured PartiesSPV, its rights, remedies, powers and privileges hereunder hereunder, that the SPV, pursuant to the Purchase Agreement, may assign to the Agent its rights, remedies, powers and privileges thereunder, and that the Indenture Trustee Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Indenture and any Indenture SupplementPurchase Agreement. Each of the Sponsor and RJS Original Seller agrees that SPV, as the Indenture Trustee assignee of Originator, and the Agent, as assignee of SPV, shall, subject to the terms of the Indenture Receivables Sale Agreement and any Indenture Supplementthe Purchase Agreement, have the right to enforce this Royalties Rights Agreement and to exercise directly all of the Purchaser’s Originator's rights and remedies under this Royalties Rights Agreement (including including, without limitation, the right to give or withhold any consents or approvals of the Purchaser Originator to be given or withheld hereunder) and the Sponsor and RJS each Original Seller agrees to cooperate fully with SPV and the Indenture Trustee Agent in the exercise of such rights and remedies. (d) . This Royalties Rights Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by the Sponsor or RJS any Original Seller pursuant to Article IIIII; (ii) the indemnification and payment provisions of Article VI; and (iiiii) Section 6.5 7.5 shall be continuing and shall survive any termination of this Royalties Rights Agreement.