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

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and the Ramius Group. 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 the Ramius Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius Group.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. No modifications of this This Agreement can may be made except in writing signed amended only by an authorized representative of each a written instrument duly executed by the Company and the Ramius Groupparties hereto or their respective successors or assigns. 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 the Ramius Group, without the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius Groupother party.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. No modifications of this This Agreement can may be made except in writing signed amended only by an authorized representative of each a written instrument duly executed by the Company and the Ramius Groupparties hereto or their respective successors or assigns. 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 the Ramius Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius Group.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement (including its exhibits) contains the entire understanding of the parties hereto Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and the Ramius GroupParties. 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 Parties 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 Ramius GroupInvestor, the prior written consent of the Company, and with respect to the Company, the prior written consent of Investor. This Agreement is solely for the Ramius Groupbenefit of the Parties and is not enforceable by any other persons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains and the 2010 Settlement contain the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and the Ramius Group. 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 the Ramius Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius Group.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement (including its exhibits) contains the entire understanding of the parties hereto Parties with respect to its the subject mattermatter thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties Parties other than those expressly set forth hereinherein and therein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and the Ramius GroupParties. 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 Parties 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 the Ramius GroupEngine, the prior written consent of the Company, and with respect to the Company, the prior written consent of Engine. This Agreement is solely for the Ramius Groupbenefit of the Parties and is not enforceable by any other persons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement (including its exhibits) contains the entire understanding of the parties hereto Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and the Ramius GroupParties. 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 Parties 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 Ramius GroupInvestor, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius GroupInvestor. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains (including its exhibits) and the A&R Stockholders Agreement contain the entire understanding of the parties hereto Parties with respect to its the subject mattermatter herein and therein. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties Parties other than those expressly set forth hereinherein and therein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and the Ramius GroupParties. 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 Parties 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 Ramius GroupXxxxx Stockholders, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius Group.Xxxxx. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities. * * *

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains (including its exhibits) and the NDA as executed contain the entire understanding of the parties hereto Parties with respect to its subject mattermatter thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties Parties other than those expressly set forth hereinherein and therein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and the Ramius GroupParties. 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 Parties 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 Ramius GroupInvestor, the prior written consent of the Company, and with respect to the Company, the prior written consent of Investor. This Agreement is solely for the Ramius Groupbenefit of the Parties and is not enforceable by any other persons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and the Ramius GroupMast Capital. 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 Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of the Ramius GroupMast Capital, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius GroupMast Capital.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and the Ramius 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 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 Ramius Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius Group.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. No modifications of this This Agreement can may be made except in writing signed amended only by an authorized representative of each a written instrument duly executed by the Company and the Ramius Groupparties hereto or their respective successors or assigns. 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 the Ramius MMI Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius MMI Group.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement (including its exhibits) contains the entire understanding of the parties hereto Parties with respect to its the subject mattermatter thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties Parties other than those expressly set forth hereinherein and therein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and the Ramius GroupParties. 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 Parties 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 the Ramius GroupMRMP Stockholders, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius GroupMRMP Stockholders. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and the Ramius GroupFrontFour. 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 the Ramius GroupFrontFour, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius Group.FrontFour. [The remainder of this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and the Ramius LaGrange Group. 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 the Ramius LaGrange Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius LaGrange Group.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Amendment, together with the Original Agreement as amended pursuant hereto, contains the entire understanding of the parties hereto Parties with respect to its subject mattermatter thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties Parties other than those expressly set forth hereinherein and therein. No modifications of this Agreement Amendment can be made except in writing signed by an authorized representative of each of the Company and the Ramius GroupParties. 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 Amendment shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto Parties and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party Party shall assign this Agreement Amendment or any rights or obligations hereunder without, with respect to any member of the Ramius GroupInvestor, the prior written consent of the Company, and with respect to the Company, the prior written consent of Investor. This Amendment is solely for the Ramius Groupbenefit of the Parties and is not enforceable by any other persons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties Parties hereto with respect to to, and supersedes all prior agreements relating to, its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties Parties other than those expressly set forth herein. No modifications of this This Agreement can may be made except in writing signed amended only by an authorized representative of each a written instrument duly executed by the Company and the Ramius GroupParties hereto or their respective successors or assigns. 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 Parties hereto and their respective successors, heirs, executors, legal representatives, representatives and permitted assigns. No party shall Party hereto may assign or otherwise transfer either this Agreement or any rights of its rights, interests or obligations hereunder without, with respect to any member of the Ramius Group, without the prior written consent of the Company, and with respect to the Company, the prior written other Parties hereto. Any purported transfer without such consent of the Ramius Groupshall be void.

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement (including its exhibits) contains the entire understanding of the parties hereto Parties with respect to its the subject mattermatter thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties Parties other than those expressly set forth hereinherein and therein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and the Ramius GroupParties. 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 Parties 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 the Ramius GroupMRMP Stockholders, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius Group.MRMP Stockholders. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities. [The remainder of this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and the Ramius LaGrange Group. 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 the Ramius LaGrange Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius LaGrange Group.. [The remainder of this page intentionally left blank]