Common use of No Modification; Entire Agreement Clause in Contracts

No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent, the Sponsor and, to the extent that such amendment or modification would be materially adverse to the rights of the Company hereunder, the Company. Together with the Merger Agreement (and any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Share Sale and Support Agreement, the Other Sponsor Equity Commitment Letters, the Limited Guarantee, the Other Guarantees, the Confidentiality Agreements, and the Interim Investors Agreement, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of ParentHoldco, Parent and the Sponsor andSponsor. Holdco covenants and agrees that it shall cause Parent and Merger Sub not to grant any waiver in respect of, or amend or otherwise modify, any provisions of the Merger Agreement (including but not limited to the extent that such amendment or modification would be materially adverse to the rights conditions set forth in Section 8.01 and Section 8.02 of the Company hereunder, Merger Agreement) without the Companyprior written consent of the Sponsor. Together with the Merger Agreement (and any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Share Sale and Support Agreement, the Other Sponsor Equity Commitment LettersRollover Agreement, the Limited Guarantee, the Other Guarantees, the Confidentiality Agreements, and the Interim Investors Consortium Agreement, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Parent Holdco or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent, (i) Merger Sub and the Sponsor and, to the extent that and (ii) if such amendment or modification (for the avoidance of doubt, including any amendment or modification of Section 11) would be materially adverse impact the Company’s rights as a third-party beneficiary of this letter agreement pursuant to the rights of the Company hereunderSection 4(a), the Company. Together with the Merger Agreement (and including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder), including the Share Sale and Support Interim Investors Agreement, the each Other Sponsor Equity Commitment LettersLetter, the Limited Guarantee, the Other Guarantees, the Confidentiality Agreements, and the Interim Investors Agreement, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Parent Merger Sub or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.