Entire Agreement; Counterparts; Assignment; Headings. This Agreement and the attached Exhibits constitute the entire agreement of the parties hereto with respect to its subject matter and may be amended or modified only by a writing signed by duly authorized officers of both parties. This Agreement supersedes all previous agreements between the parties with respect to the subject matter of this Agreement. There are no oral or written collateral representations, agreements, or understandings except as provided herein. For clarity, the Original Agreement is superseded in its entirety by the terms of this Restated Agreement; provided that the foregoing shall not relieve a Party of any right or obligation accruing under the Original Agreement prior to the Restatement Date. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. Counterparts may be (i) signed electronically, via a digitally-verifiable electronic signature (in accordance with applicable law); and (ii) may be delivered electronically (e.g., by PDF). Such an electronic document shall have the full legal force of a manually-delivered physical copy and shall be subject to the recordkeeping provisions stated herein and as otherwise mandated by applicable law for any other physical or electronic documents. Except as otherwise stated herein, this Agreement is solely and exclusively between the parties hereto and shall not be assigned or transferred by either party, without the prior written consent of the other party; any attempt to so assign or transfer this Agreement without such written consent shall be null and void. Headings are included solely for convenience and are not intended to limit or to otherwise be used to interpret the provisions contained thereunder.
