THE PARTIES AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
(C)
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, THE CONFIDENTIALITY AGREEMENT) REFERRED TO
HEREIN) CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ANY
PRIOR UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS BY OR BETWEEN THE PARTIES,
WRITTEN OR ORAL, TO THE EXTENT THEY RELATE IN ANY WAY TO THE SUBJECT MATTER
HEREOF.
(D)
SUCCESSION AND ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES NAMED HEREIN AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
NO PARTY MAY ASSIGN EITHER THIS AGREEMENT OR
ANY OF ITS RIGHTS, INTERESTS, OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
APPROVAL OF THE OTHER PARTY; PROVIDED, HOWEVER, THAT BUYER MAY (I) ASSIGN ANY OR
ALL OF ITS RIGHTS AND INTERESTS HEREUNDER TO ONE OR MORE OF ITS AFFILIATES AND
(II) DESIGNATE ONE OR MORE OF ITS AFFILIATES TO PERFORM ITS OBLIGATIONS
HEREUNDER (IN ANY OR ALL OF WHICH CASES BUYER NONETHELESS SHALL REMAIN
RESPONSIBLE FOR THE PERFORMANCE OF ALL OF ITS OBLIGATIONS HEREUNDER) AND (III)
COLLATERALLY ASSIGN ANY OR ALL OF ITS RIGHTS AND INTERESTS HEREUNDER TO ONE OR
MORE LENDERS TO THE BUYER, INCLUDING, WITHOUT LIMITATION, WACHOVIA BANK,
NATIONAL ASSOCIATION, IN ITS CAPACITY AS AGENT (THE "AGENT") FOR THE LENDERS
(THE "LENDERS") FROM TIME TO TIME PARTY TO THAT CERTAIN LOAN AND SECURITY
AGREEMENT BY AND AMONG THE BUYER, THE AGENT, AND THE LENDERS AS THE SAME MAY BE
AMENDED, MODIFIED, SUPPLEMENTED, EXTENDED, RENEWED, RESTATED OR REPLACED FROM
TIME TO TIME.
(E)
PAYMENTS TO BUYER.
Seller acknowledges that Buyer has collaterally assigned to the Agent its rights
and interests (but not obligations) under this Agreement.
If Seller is required
to make a payment to Buyer, Buyer hereby directs the Seller to pay such amount
to Buyer by wire transfer in cash pursuant to the following wire transfer
instructions: to Wachovia Bank, National Association, Atlanta, Georgia, ABA No.
053-207-766, for credit to Wachovia Bank, National Association, Account No.
2000028274625 re: MVP Group International, Inc. (the "Blocked Account"), unless
another account is designated by the Buyer, in writing, after the date hereof.
The Parties agree that amounts payable to Buyer by Seller pursuant to any right
of Buyer to indemnification under this Agreement, or pursuant to Section 2(g) of
this Agreement, may be offset by Seller against amounts payable by Buyer under
the Transition Services Agreement or the Overstock Inventory Agreement.
The
Seller agrees (i) that it shall not offset amounts payable by Buyer to it
against the proceeds of Acquired Receivables that may be received by it after
the date hereof, such proceeds of Accounts Receivable to be forwarded as
provided in Section 6(a), above and (ii) to provide reasonable notice of any
proposed set off under this Section 10(e).
(F)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS (INCLUDING BY MEANS OF ELECTRONIC TRANSMISSION), EACH OF WHICH
SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND
THE SAME INSTRUMENT.
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(G)