Common use of Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries Clause in Contracts

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as set forth in the preceding sentence. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Xxxxxxx Global, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global to agree to be listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx Global, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx Global. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes contains the entire understanding of the Parties hereto with respect to its subject matter and supersedes in all prior agreements with respect to respects the subject matter hereofPrior Agreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as those expressly set forth in the preceding sentenceherein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Xxxxxxx GlobalDolphin, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global Dolphin to agree to be listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any party Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx GlobalDolphin, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx GlobalDolphin. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes contains the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereofmatter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as those expressly set forth in the preceding sentenceherein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Xxxxxxx GlobalStarboard; provided, except that the signature of an authorized representative no modifications, amendments or waivers on behalf of the Company will not can be required to permit an Affiliate made except with the express written consent of Xxxxxxx Global to agree to be listed on Exhibit A and be bound by a majority of the terms and conditions of this AgreementCompany Nominees. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx GlobalStarboard, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx GlobalStarboard. This Except for Section 2 and Section 13 which are intended to be for the benefit of each of the Company Released Persons and Starboard Released Persons, this Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes contains the entire understanding of the Parties parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereofmatter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than as those expressly set forth in the preceding sentenceherein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Xxxxxxx Global, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global to agree to be listed on Exhibit A and be bound by the terms and conditions of this Agreementparty hereto. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to in the case of an assignment by any member of Xxxxxxx GlobalH Partners Group Member, the prior written consent of the Company, and with respect to and, in the case of an assignment by the Company, the prior written consent of Xxxxxxx GlobalH Partners on behalf of all H Partners Group Members. This Agreement is solely for the benefit of the Parties parties hereto and is not enforceable by any other persons. For the avoidance of doubt, this Agreement shall not supersede the Confidentiality Agreement, dated as of March 25, 2015, between H Partners, LP and the Company, which agreement shall remain in full force and effect in accordance with its terms.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes contains the entire understanding of the Parties parties hereto with respect to its subject matter matter, and supersedes all prior agreements with respect to the subject matter hereof. There there are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than as those expressly set forth herein, except that this Agreement does not limit any other rights and obligations that the Director may have or be subject to in his capacity as a director of the preceding sentenceCompany under the Amended and Restated Certificate of Incorporation, Sixth Amended and Restated Bylaws, or other policies or documents of the Company applicable to directors. No modifications or waivers of this Agreement can be made except in writing signed by an authorized representative of each the Company and Xxxxxxx Global, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global to agree to be listed on Exhibit A and be bound by the terms and conditions of this Agreementparty hereto. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to in the case of an assignment by any member of Xxxxxxx GlobalH Partners Group Member, the prior written consent of the Company, and with respect to and, in the case of an assignment by the Company, the prior written consent of Xxxxxxx GlobalH Partners on behalf of all H Partners Group Members. This Agreement is solely for the benefit of the Parties parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes and the understanding regarding business plan objectives referred to herein constitute the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereofmatter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as set forth in the preceding sentence. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Xxxxxxx GlobalStarboard, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global Starboard to agree to be listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx GlobalStarboard, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx GlobalStarboard. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes and the Confidentiality Agreement contain the entire understanding of the Parties hereto with respect to their subject matter. The Parties intend that this Agreement will supersede and replace the Initial Agreement in its subject matter entirety, and supersedes all prior agreements with respect upon the execution of this Agreement, the Initial Agreement shall be deemed to the subject matter hereofhave been superseded and replaced in its entirety. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as those expressly set forth herein and in the preceding sentenceConfidentiality Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Xxxxxxx Global, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global to agree to be listed on Exhibit A and be bound by the terms and conditions of this AgreementStarboard. No failure on the part of any party Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx GlobalStarboard, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx GlobalStarboard. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes contains the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereof, and supersedes and renders null, void and non-actionable any and all prior or contemporaneous agreements, promises, warranties, understandings, terms, conditions and representations, written or oral, made by the Parties, or their agents, concerning the matters covered by this Agreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as those expressly set forth in the preceding sentenceherein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Xxxxxxx Globalthe Ronin Group, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate or Associate of Xxxxxxx Global the Ronin Group to agree to be listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any party Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx Globalthe Ronin Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx Globalthe Ronin Group. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other personspersons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes (including, for purposes of this Section 17, the Annexes hereto) contains the entire understanding of the Parties hereto with respect to its subject matter matter, and supersedes all any prior agreements with respect agreement, written or oral, including the Old Agreement; provided, that nothing herein shall relieve any Party of any liability arising out of any breach of the Old Agreement that occurred prior to the subject matter date hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter herein other than as those expressly set forth in the preceding sentenceherein and incorporated pursuant thereto. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Xxxxxxx Global, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global to agree to be listed on Exhibit A and be bound by the terms and conditions of this AgreementAlden Funds. No failure on the part of any party Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx Globalthe Alden Funds, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx Globalthe Alden Funds. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons. Termination of this Agreement or any provision hereof shall not relieve any Party of any liability arising out of any breach of this Agreement or such provision that occurred prior to such termination. The Parties hereby agree that the term “Cooperation Agreement” as used in that certain letter agreement by and among the Alden Funds, Alden Global Capital, LLC and the Company, dated as of February 19, 2020 (the “NDA”), is hereby amended, in accordance with Section 11 of the NDA, to also include this Agreement.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes contains the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereofmatter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as those expressly set forth in the preceding sentenceherein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Xxxxxxx Globalthe FrontFour Group, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global FrontFour to agree to be listed on Exhibit A or an Affiliate of Quinpario to agree to be listed on Exhibit B and be bound by the terms and conditions of this Agreement. No failure on the part of any party Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, of and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, representatives and permitted assigns. No party Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx Globalthe FrontFour Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx Globalthe FrontFour Group. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as set forth in the preceding sentence. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Xxxxxxx GlobalEngine Group, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global Engine Group to agree to be listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx GlobalEngine Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx GlobalEngine Group. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as set forth in the preceding sentence. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Xxxxxxx Txxxxxx Global, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Txxxxxx Global to agree to be listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx Txxxxxx Global, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx Txxxxxx Global. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes amends and restates the Prior Agreement and, together with the Confidentiality Agreement, contains the entire understanding of the Parties hereto with respect to its their subject matter and supersedes all prior agreements with respect to the subject matter hereofmatter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as those expressly set forth herein and in the preceding sentenceConfidentiality Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Xxxxxxx Global, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global to agree to be listed on Exhibit A and be bound by the terms and conditions of this AgreementJeereddi/PMCP Group. No failure on the part of any party Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx Globalthe Jeereddi/PMCP Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx Globalan authorized representative of the Jeereddi/PMCP Group. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes contains the entire understanding of the Parties hereto with respect to its subject matter and the Parties acknowledge and agree that this Agreement supersedes in all prior agreements with respect to respects that certain Agreement, dated May 8, 2013, by and among the subject matter hereofParties (the “Prior Agreement”), other than Sections 1(h), 1(i) and 1(j) of the Prior Agreement (collectively, the “Surviving Provisions”), and that the Prior Agreement, other than the Surviving Provisions thereof, shall as of the date hereof have no further force and effect. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as those expressly set forth in the preceding sentenceherein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Xxxxxxx Globalthe FrontFour Group, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global FrontFour to agree to be listed on Exhibit A or an Affiliate of Quinpario to agree to be listed on Exhibit B and be bound by the terms and conditions of this Agreement. No failure on the part of any party Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, of and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, representatives and permitted assigns. No party Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx Globalthe FrontFour Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx Globalthe FrontFour Group. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes and the Confidentiality Agreement contain the entire understanding of the Parties hereto with respect to their subject matter. Upon the execution of this Agreement, the Letter Agreement shall be deemed to have been superseded and replaced in its subject matter and supersedes all prior agreements with respect to the subject matter hereofentirety. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as those expressly set forth herein and in the preceding sentenceConfidentiality Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and the Xxxxxxx Global, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global to agree to be listed on Exhibit A and be bound by the terms and conditions of this AgreementParties. No failure on the part of any party Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of the Xxxxxxx GlobalParties, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Xxxxxxx GlobalParties. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. (a) This Agreement constitutes (including Exhibit A), that certain Memorandum of Agreement dated November 7, 2022, and that certain Confirmation Letter dated November 7, 2022, contain the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereofmatter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as those expressly set forth in the preceding sentenceherein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Xxxxxxx Global, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global to agree to be listed on Exhibit A and be bound by the terms and conditions of this AgreementHertford. No failure on the part of any party Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns; provided that, the released parties described in Section 2 shall be express third party beneficiaries of Section 2 and Section 2 shall inure to the benefit of and be enforceable by those released parties. No party Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx GlobalHertford, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx GlobalHertford. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other personspersons or entities except as set forth in this Section 16(a).

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes contains the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereofmatter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as those expressly set forth in the preceding sentenceherein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and Xxxxxxx Global, except that the signature of an authorized representative members of the Company will not be required to permit an Affiliate of Xxxxxxx Global to agree to be listed on Exhibit A and be bound by the terms and conditions of this AgreementRESI Shareholders Group. No failure on the part of any party Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx Globalthe RESI Shareholders Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx Globalthe members of the RESI Shareholders Group. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons. Notwithstanding the foregoing sentence, the Parties hereby designate (a) Altisource Asset Management Corporation as a third-party beneficiary of this Agreement and (b) each Released Persons or the RESI Shareholders Group Released Persons that is not a party to this Agreement as a third-party beneficiary of this Agreement.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes and the other agreements referenced herein contain the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as those expressly set forth in the preceding sentenceherein and therein. No modifications of this Agreement can be made except in writing signed by an authorized representative each of each the Company and Xxxxxxx Global, except that the signature of (a) an authorized representative of the Company will not be required and (b)(i) each Stockholder or (ii) an authorized representative of such Stockholder who is authorized to permit an Affiliate of Xxxxxxx Global execute amendments to agree this Agreement and take other actions with respect to be listed on Exhibit A and be bound by the terms and conditions of this Agreement, in each case, on behalf of all members of the Stockholder Group, which the members of the Stockholder Group agree shall initially be Xxxx X. Xxxxxx, subject to change from time to time by written notice signed by each Stockholder and delivered to the Company (the “Stockholder Group Representative”). No failure on the part of any party Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this This Agreement shall be binding upon, inure to upon and is solely for the benefit of, and be enforceable by of the Parties hereto and their respective successors, heirs, executors, legal representatives, successors and permitted assignsheirs and is not enforceable by any other persons. No party Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx Globalthe Stockholder Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx Globalthe Stockholder Group or the Stockholder Group Representative. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.Exhibit A

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement constitutes and the understanding regarding business plan objectives referred to herein constitute the entire understanding of the Parties hereto with respect to its subject matter and supersedes all prior agreements with respect to the subject matter hereofmatter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than as set forth in the preceding sentence. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Xxxxxxx GlobalVIEX, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Xxxxxxx Global VIEX to agree to be listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Xxxxxxx GlobalVIEX, the prior written consent of the Company, and with respect to the Company, the prior written consent of Xxxxxxx GlobalVIEX. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other personspersons or entities.