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

Entire Agreement; Nonassignability; Parties in Interest. This Agreement, the Ancillary Agreements, the Confidentiality Agreement and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule (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) except as specifically stated in a particular section of the transaction documents referred to above, shall not create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement, (c) except by operation of the Merger, shall not be assigned by operation of law or otherwise except as otherwise specifically provided; provided, however, that Parent may (x) assign any or all of its rights and interests hereunder to one or more of its affiliates, and (y) designate one or more of its affiliates to perform its obligations hereunder (in any or all of which cases Parent nonetheless shall remain responsible for the performance of all of its obligations hereunder), and (d) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement, the Ancillary Agreements, the Confidentiality Agreement Agreements and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule (a) constitute Table of Contents 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) except as specifically stated in a particular section of the transaction documents referred to above, shall not create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement, other than any Officer Indemnified Party pursuant to the provisions of Section 5.9 above (c) except by operation of the Merger, shall not be assigned by operation of law or otherwise except as otherwise specifically provided; provided, however, that Parent and Merger Sub may (x) assign any or all of its their respective rights and interests hereunder to one or more of its their affiliates, and (y) designate one or more of its their respective affiliates to perform its obligations hereunder (in any or all of which cases Parent nonetheless shall remain responsible for the performance of all of its obligations hereunder), and (d) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Without limiting the foregoing, it is expressly understood and agreed that the provisions of Section 5.6 are statements of intent and no employees shall have any rights or remedies, including rights of enforcement, with respect thereto and no employee or other Person is or is intended to be a third-party beneficiary thereof.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement, the Ancillary Agreements, the Confidentiality Agreement Agreements and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto, including the Exhibitsexhibits, the Schedulesschedules, including the Company Disclosure Schedule (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) except as specifically stated in a particular section of the transaction documents referred to above, shall not create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement, other than the Escrow Agent, any Parent Indemnified Person and any Indemnified Party pursuant to the provisions of this Agreement, (c) except by operation of the Merger, shall not be assigned by operation of law or otherwise except as otherwise specifically provided; by any of the parties hereto without the prior written consent of the other parties (and any such assignment which is purported to be made without such prior written consent shall be null and void) provided, however, that Parent and Merger Sub may (x) assign any or all of its their respective rights and interests hereunder to one or more of its Parent’s affiliates, and (y) designate one or more of its affiliates to perform its obligations hereunder (provided, that in any or all of which cases such case, Parent nonetheless shall remain responsible liable for the performance of all of its obligations hereunder), and (d) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement, the Ancillary Agreements, the Confidentiality Agreement and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto, including the Exhibits, the SchedulesExhibits and Schedules hereto, including the Company Disclosure Schedule Schedule: (ai) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, (bii) except as specifically stated in a particular section of the transaction documents referred to above, shall not create or be deemed to create any third party beneficiary rights in any person or entity Person not a party to this AgreementAgreement or such other agreement, (ciii) except by operation of the MergerAgreement, shall not be assigned by operation of law or otherwise except as otherwise specifically provided; provided, however, that Parent each of the Shareholders and Purchaser may (xa) assign any or all of its rights and interests hereunder to one or more of its affiliatesAffiliates, and (yb) designate one or more of its affiliates Affiliates to perform its obligations hereunder (in any or all of which cases Parent Purchaser or the assigning Shareholder, as the case may be, nonetheless shall remain responsible for the performance of all of its obligations hereunder), and (div) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (which permitted assigns, in the case of Purchaser, shall be its Affiliates only).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement, the Ancillary Agreements, the Confidentiality Agreement and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule Schedules and the Parent Disclosure Schedules (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 any rights or remedies hereunder, except as specifically stated in a particular section of the transaction documents referred to above, shall not create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement, set forth herein; and (c) shall not be assigned, except by operation of law as a result of the Merger, shall not be assigned by operation of law pursuant to Article I and the Business Combination pursuant to Article II or otherwise except as otherwise specifically provided; provided. Notwithstanding the foregoing, howeverParent shall have the right, that Parent may (x) without the consent of any other party, to assign any its rights to receive the Termination Fee hereunder to some or all of its rights and interests hereunder to one the persons that, as of the date hereof, are holders of the Insider Warrants. No representations, warranties, inducements, promises or more of its affiliatesagreements, and (y) designate one oral or more of its affiliates to perform its obligations hereunder (in any written, by or all of which cases Parent nonetheless shall remain responsible for among the performance of all of its obligations hereunder), and (d) parties not contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignsany force or effect.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement, the Ancillary Agreements, the Confidentiality Agreement and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto, including the Exhibits, the Schedulesexhibits and schedules hereto, including the Company Disclosure Schedule Schedule: (a) together 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 hereofhereof except for the Confidentiality Agreement, which, except as otherwise provided in Section 7.2, shall continue in full force and effect survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) except as specifically stated in a particular section of the transaction documents referred are not intended to above, shall not create confer upon any other Person any rights or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement, remedies hereunder and (c) except by operation of the Merger, shall not be assigned assigned, whether by asset transfer, merger, operation of law law, change of control or otherwise except as otherwise specifically providedotherwise, without the written consent of the other parties hereto; provided, however, provided that Parent Purchaser may (x) freely assign any or all of its rights or obligations under this Agreement to an Affiliate or in connection with a change in control or other similar transaction. Any attempted or purported assignment or transfer in derogation of the foregoing provisions shall be null, void and interests hereunder of no effect. Subject to one or more of its affiliatesthe foregoing, and (y) designate one or more of its affiliates to perform its obligations hereunder (in any or all of which cases Parent nonetheless shall remain responsible for the performance of all of its obligations hereunder), and (d) this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.