Common use of Entire Agreement; Assignment Clause in Contracts

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary may assign all or any of their rights and obligations hereunder to an Affiliate, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise)) without the prior written consent of the other party, except that Parent or Merger Subsidiary may assign all or any of their its rights and obligations hereunder to an Affiliate, affiliate; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, hereto with respect to the subject matter hereof hereof. This Agreement will be binding upon and thereofinure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary may assign all or otherwise by any party hereto without the prior written consent of their rights and obligations hereunder to an Affiliate, the other parties hereto; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement Voting and Support Agreements constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law Law, or otherwise), except that Parent or and Merger Subsidiary Sub may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement, the Merger Agreement and the Merger Contribution Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law Law or otherwise), except that Parent or Merger Subsidiary Co may assign all or any of their rights and obligations hereunder to an Affiliate, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes, except as set forth in Section 7.04(b), all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes, except as set forth in Section 7.04(b), all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law Law or otherwise), except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent, provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement, together with the Confidentiality Agreement and the Merger Agreement Disclosure Schedule, constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary any of the Buyer Parties may assign all this Agreement to any direct or any indirect wholly-owned subsidiary of their rights and obligations hereunder to an AffiliateParent, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such the assignee does not perform such its obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary Co may assign all or any of their rights and obligations hereunder to an Affiliate, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary the Purchaser and the Purchaser may assign all or any of their respective rights and obligations hereunder to an Affiliate, provided, however, any direct or indirect wholly owned Subsidiary or Subsidiaries of the Purchaser or to the Lessee or its wholly-owned Subsidiary or Subsidiaries; provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof hereof, except that the Confidentiality Agreement shall remain in full force and thereofeffect. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary PHI and ACo may assign all or any of their rights and obligations hereunder to an Affiliateany wholly owned Subsidiary of Parent; PROVIDED, provided, howeverHOWEVER, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Confidentiality Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or and Merger Subsidiary Sub may assign all or any of their rights and obligations hereunder to an Affiliateany direct or indirect wholly owned subsidiary of Parent, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Confidentiality Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or and Merger Subsidiary Sub may assign all or any of their rights and obligations hereunder to an Affiliate, any direct or indirect wholly owned Subsidiary of Parent; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise)) without the prior written consent of the other party, except that Parent or Merger Subsidiary the Company may assign all or any of their its rights and obligations hereunder to an Affiliate, affiliate; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Confidentiality Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law Law or otherwise), except that Parent or and Merger Subsidiary Sub may assign all or any of their rights and obligations hereunder to an Affiliate, any direct or indirect wholly owned subsidiary of Parent; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement Voting Agreements constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law Law or otherwise), except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliate, any affiliate of Parent; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations; and provided, further, that no such assignment may effect any change in the form or amount of the Merger Consideration required under Article 2.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary Sub may assign all or any of their rights and obligations hereunder to an Affiliate, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Stockholders' Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersede, except as set forth in Section 7.04(b), all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent, provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute ---------------------------- constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof supersedes, except as set forth in Sections 7.04(b) and supersede 7.12, all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent, provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary Newco may assign all or any of their rights and obligations hereunder to an Affiliateaffiliate, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement Stockholder Agreements constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersede, except as set forth in Section 7.04(b), all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent, provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and constitutes the Merger Agreement constitute the ---------------------------- entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof other than the Confidentiality Agreement, which shall remain in full force and thereofeffect. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or and Merger Subsidiary Sub may assign all or any of their respective rights and obligations hereunder to an Affiliateany other direct subsidiary or subsidiaries of Parent, provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Share Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary the parties may assign all or any of their rights and obligations hereunder to an Affiliate, any of their direct or indirect wholly-owned subsidiaries; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee assigning party does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Confidentiality Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise)any party hereto, except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent (who in the case of Purchaser is a corporation incorporated under Chapter 351 of the MGBCL), provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes, except as set forth in Section 6.02(b), all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law Law or otherwise), except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent or one or more third parties, provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Confidentiality Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise)any party hereto, except that Parent or and Merger Subsidiary Sub may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent (which in the case of Merger Sub is a corporation incorporated under Chapter 1701 of the OGCL), provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement (b) without the consent of the parties shall not be assigned (whether pursuant to a merger, by operation of law or otherwise); PROVIDED, except HOWEVER, that Parent or Merger Subsidiary Acquisition may assign any or all or any of their its rights and obligations hereunder under this Agreement to an Affiliateany wholly owned subsidiary of Parent, provided, however, that but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations; provided further, that the obligation of any party hereto under Section 5.8 shall not be assigned without the consent of the person whom such obligations are for the benefit of.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary Acquisition Sub may assign all or any of their rights and obligations hereunder to an Affiliate, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary Sub may assign all or any of their its rights and obligations hereunder to an AffiliateParent or any direct or indirect wholly-owned subsidiary of Parent, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute ---------------------------- constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes, except as set forth in Section 7.04(b), all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary Purchaser may assign all or any of their its rights and obligations hereunder to an Affiliateany wholly-owned subsidiary of Parent, provided, however, provided that no such -------- assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes, except as set forth in Sections 7.04(b), all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent, provided, however, PROVIDED that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement, the Confidentiality Agreement and the Merger Agreement Guarantees constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary Co may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Merger Co, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Stockholders Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersede, except as set forth in Sections 7.04(b), all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent, provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (including the exhibits and the Merger Agreement schedules hereto) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or and Merger Subsidiary Sub may assign all or any of their rights and obligations hereunder to an Affiliatea wholly-owned Subsidiary of Parent, provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations. Any purported assignment not permitted under this Section 9.05 shall be null and void ab initio.

Entire Agreement; Assignment. This Agreement, the Amalgamation Agreement and the Merger Transaction Agreement and Plan of Amalgamation (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, hereto with respect to the subject matter hereof and thereof. This Agreement (b) shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except (i) that Parent or Merger Subsidiary may assign all or any of their its rights and obligations hereunder to an Affiliate, any direct or indirect wholly owned subsidiary of Parent; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (including the Seller Disclosure Schedule and the Merger Agreement all other agreements entered into in connection herewith) (i) constitute the entire agreement among between the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and undertakings, understandings both written and oral, among oral between the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement (ii) shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary may assign all or any of their rights and obligations hereunder to an Affiliate, ; provided, however, that either party may assign any or all of its rights and obligations under this Agreement to any wholly-owned Subsidiary of such party, but no such assignment shall relieve the assigning such party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (including the Exhibits and Schedules hereto), the Voting Agreement, the Equity Commitment Letters and the Merger Agreement Limited Guarantees constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or and Merger Subsidiary Sub may assign all or any of their rights and obligations hereunder to an Affiliate, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent including the rights and obligations set forth in Sections 2.01 and 3.01 of this Agreement, provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement, including all ---------------------------- exhibits, schedules and recitals hereto, together with the Merger Agreement, the Voting Agreement, the Escrow Agreement and the Merger Agreement constitute Confidentiality Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary may assign all or any of their rights and obligations hereunder to an Affiliate, provided, however, any affiliate of Parent provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary the parties may assign all or any of their rights and obligations hereunder to an Affiliate, any of their direct or indirect wholly-owned subsidiaries; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (together with all Exhibits and the Merger Agreement constitute Schedules) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that each of Parent or and Merger Subsidiary Sub may assign all or any of their its rights and obligations hereunder to an Affiliate, affiliate (as defined in the Merger Agreement); provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Confidentiality ---------------------------- Agreement (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto, or any of them, them with respect to the subject matter hereof and thereof. This Agreement (b) shall not be assigned (whether pursuant to a merger, by operation of law or otherwise)otherwise without the prior written consent of the other parties, except that Parent or Merger Subsidiary and/or Purchaser may assign all or any of their its rights and obligations hereunder to an Affiliate, provided, however, any affiliate of Purchaser provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform any such obligationsobligation. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns.

Entire Agreement; Assignment. This Agreement and the Merger Support Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersede, except as set forth in Sections 6.03(b), all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or and Merger Subsidiary Sub may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent, provided, however, PROVIDED that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute ---------------------------- constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofother than the Confidentiality Agreement. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary Acquisition may assign all or any of their its rights and obligations hereunder to an Affiliateany direct or indirect wholly owned subsidiary or subsidiaries of Acquisition or Vestar/Xxxx, provided, however, provided -------- that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Confidentiality Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or and Merger Subsidiary Sub may assign all or any of their rights and obligations hereunder to an Affiliateone or more direct or indirect wholly owned Subsidiaries of Parent, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Support Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede supersede, except as set forth in Sections 6.03(b), all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or and Merger Subsidiary Sub may assign all or any of their rights and obligations hereunder to an Affiliateany affiliate of Parent, provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary Sub may assign all or any of their its rights and obligations hereunder to an Parent or any Affiliate, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement and the Merger Agreement other documents referred to herein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties heretoparties, or any of them, with respect to the subject matter hereof and thereofhereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent or Merger Subsidiary and Purchaser may assign all or any of their rights and obligations hereunder to an Affiliateany Affiliate of Parent, provided, however, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.