Common use of Entire Agreement; Assignment Clause in Contracts

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to 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 (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other parties, except provided that Parent may assign all or any of assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent and Merger Sub may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary 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 (ai) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned parent company or subsidiary of Parent; providedPurchaser, however, that but no such assignment shall relieve the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, provided that no such assignment shall relieve the assigning party Parent or Purchaser of its obligations hereunder if such assignee does not perform such obligationshereunder.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their respective rights and obligations hereunder to any direct or indirect wholly owned 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 (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersedes, except as set forth in Section 6.04(b), all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, 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 (ai) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned parent company or subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary Affiliate of Parent; provided, however, Purchaser 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 Related Agreements (aincluding the schedules and Exhibits hereto and thereto) constitutes constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersede all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent may assign any or all or any of its rights and obligations hereunder under this Agreement to any direct or indirect wholly owned subsidiary an Affiliate of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) ---------------------------- constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakings, understandings both written and oral, among oral between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Acquisition may assign any or all of its rights and obligations under this Agreement to any subsidiary of Parent, but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Acquisition may assign any or all of its rights and obligations under this Agreement to any wholly owned subsidiary of Parent, but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and undertakings, both written and oral, among the parties hereto hereto, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that either Parent or Sub may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; 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 (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent Newco may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary or subsidiaries of Parent; providedNewco, 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 (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent the Company may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parentthe Company; 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 (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign and/or delegate all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, that Parent so long as no such assignment or delegation shall relieve the assigning or delegating party of its obligations hereunder if such assignee or delegee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and 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 hereof; and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly wholly-owned subsidiary Subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligationshereunder.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (bii) shall not be assigned by operation of law Law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Purchaser may assign any or all of its rights and obligations under this Agreement to any Subsidiary or affiliate of Purchaser, but no such assignment shall relieve the assigning party Purchaser or Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) Agreement, together with the other Transaction Agreements, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Acquisition Sub may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, 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 (ai) constitutes the ---------------------------- entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other parties, except that Parent the Equity Purchaser may assign all or any of its respective rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parentthe Equity Purchaser; provided, however, that no such assignment shall relieve the assigning party Equity Purchaser of its obligations hereunder if such assignee does not perform such obligationshereunder.

Entire Agreement; Assignment. This Agreement (a) ---------------------------- constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Gambro, Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, 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 ---------------------------- (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Acquisition may assign any or all of its rights and obligations under this Agreement to any subsidiary of Parent, but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes supersede all other prior agreements and undertakings, understandings both written and oral, among oral between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Parent may assign any or all of its rights and obligations under this Agreement to any wholly-owned subsidiary of Parent, but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

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

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

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Acquisition may assign any or all of its rights and obligations under this Agreement to any Subsidiary of Parent, but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Merger Subsidiary may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, 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 (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary 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 (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, understandings both written and oral, among oral between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Parent may assign any or all of its rights and obligations under this Agreement to any wholly owned subsidiary of Parent, but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Purchaser may assign any or all of its rights and obligations under this Agreement to any Subsidiary or affiliate of Purchaser, but no such assignment shall relieve the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the ---------------------------- entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Sub may assign any or all of its rights and obligations under this Agreement to any subsidiary of Parent, but no such assignment shall relieve the assigning party Sub of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (bii) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that the Purchaser may assign any or all of its rights and obligations under this Agreement to any Subsidiary or affiliate of the Purchaser, but no such assignment shall relieve the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the ---------------------------- entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly wholly- owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (including any other agreements referred to herein) (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent the Purchaser may assign all or any of its rights and obligations hereunder to Parent or any direct or indirect wholly owned subsidiary of Parent; providedthe Purchaser, however, that but no such assignment shall relieve the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to 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.. A9

Entire Agreement; Assignment. This Agreement (a) constitutes ---------------------------- the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, understandings both written and oral, among oral between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise; provided, except however, that Parent Acquisition may assign any or all or any of its rights and obligations hereunder under this Agreement to any direct or indirect 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.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, understandings both written and oral, among oral between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise; provided, except however, that Parent Acquisition may assign any or all or any of its rights and obligations hereunder under this Agreement to any direct or indirect 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.

Entire Agreement; Assignment. This Agreement (ai) ---------------------------- constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (bii) shall not be assigned by operation of law Law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Purchaser may assign any or all of its rights and obligations under this Agreement to any Subsidiary or affiliate of Purchaser, but no such assignment shall relieve the assigning party Purchaser or Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the full and entire understanding and agreement among between the parties hereto with respect to the subject matter hereof hereof, and supersedes all prior agreements and undertakings, both any other written and oral, among the parties hereto with respect or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled and (b) shall not be assigned by operation of law or otherwise, except that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of ParentPurchaser; 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 (ai) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent or Sub may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent or Sub of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwiseany party hereto, except that Parent Parent, Scimed and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary 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 (ai) constitutes the ---------------------------- entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly wholly- owned subsidiary of Parent; providedPurchaser, however, that but no such assignment shall relieve the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to 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 (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Merger Sub may assign all or any of its their respective rights and obligations hereunder to any other direct subsidiary or indirect wholly owned subsidiary 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 (including the schedules hereto) (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise; PROVIDED, except HOWEVER, that Parent Acquisition may assign any or all or any of its rights and obligations hereunder under this Agreement to any direct or indirect 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.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and 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 hereof, and (b) shall not be assigned by operation of law or otherwise, except provided that Parent Acquiror may assign all or any of its rights and obligations hereunder or those of the Bank to any direct or indirect wholly indirect, wholly-owned subsidiary of Parent; providedAcquiror, however, that but no such assignment shall relieve the assigning party Acquiror of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with 48 44 respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary 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 any other agreements referred to herein) (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent the Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; providedthe Purchaser or of Tirex, however, that but no such assignment shall relieve relive the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other party, except provided that Parent NXS may assign all or any of assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; providedNXS, however, that but no such assignment shall relieve the assigning party NXS of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwiseother- wise, except provided that Parent may assign all or any of its rights and obligations obliga- tions hereunder to any direct or indirect wholly owned subsidiary sub- sidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Par- ent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (ai) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwiseotherwise without the prior written consent of the other party, except provided that Parent may assign all or any of assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly wholly-owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) ---------------------------- constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary 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 (a) constitutes the ---------------------------- entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the ---------------------------- entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and undertakings, both written and oral, among the parties hereto parties, or either of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; providedPurchaser, 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 (ai) constitutes the entire agreement among the parties hereto Parties with respect to the subject matter hereof and supersedes supersede all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof hereof, and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent the Buyer may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; providedthe Buyer, howeverin whole or in part, that but no such assignment shall relieve the assigning party Buyer of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary 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. Section 8.06.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes supersede, except as set forth in Sections 6.04(c), all prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of its their rights and obligations hereunder to any direct or indirect wholly owned subsidiary affiliate of Parent; provided, however, 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 (ai) ---------------------------- constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (bii) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (including any other agreements referred to herein) (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except provided that Parent the Purchaser may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; providedthe Purchaser, however, that but no such assignment shall relieve relive the assigning party Purchaser of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof hereof, and (b) shall not be assigned by operation of law or otherwise, except provided that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that but no such assignment shall relieve the assigning party Parent of its obligations hereunder if such assignee does not perform such obligations.

Entire Agreement; Assignment. This Agreement (including the schedules hereto) (a) constitutes the entire agreement among between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that Acquisition may assign any or all of its rights and obligations under this Agreement to any subsidiary of Parent, but no such assignment shall relieve the assigning party Acquisition of its obligations hereunder if such assignee does not perform such obligations.