BE MODIFIED, AMENDED, OR IN ANY WAY ALTERED EXCEPT BY A
WRITTEN AGREEMENT EXECUTED BY AUTHORIZED SIGNATORIES OF THE PARTIES HERETO.
14.2.
ASSIGNMENT.
NEITHER PARTY SHALL ASSIGN THIS AGREEMENT NOR DELEGATE
ANY OF ITS DUTIES, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD; PROVIDED,
HOWEVER, THAT NEXTEL SHALL BE ENTITLED TO ASSIGN THIS AGREEMENT AT ANY TIME
WITHOUT THE PRIOR CONSENT OF VENDOR TO: (I) ANY OF ITS AFFILIATES; OR (II) ANY
SUCCESSOR IN INTEREST WHO RECEIVES THE SERVICES IN CONNECTION WITH ANY MERGER,
ACQUISITION, DIVESTITURE OR SALE OF ASSETS.
AN ASSIGNEE OF EITHER PARTY
AUTHORIZED HEREUNDER SHALL BE BOUND BY THE TERMS OF THIS
34
AGREEMENT AND SHALL HAVE ALL OF THE RIGHTS AND OBLIGATIONS OF THE ASSIGNING
PARTY SET FORTH IN THIS AGREEMENT.
IF ANY ASSIGNEE SHALL FAIL TO AGREE TO BE
BOUND BY ALL OF THE TERMS AND OBLIGATIONS OF THIS AGREEMENT OR IF ANY ASSIGNMENT
IS MADE IN BREACH OF THE TERMS OF THIS AGREEMENT, THEN SUCH ASSIGNMENT SHALL BE
NULL AND VOID AND OF NO FORCE OR EFFECT.
14.3.
CONTRACT INTERPRETATION.
14.3.1.
CAPTIONS; SECTION NUMBERS.
SECTION NUMBERS AND CAPTIONS ARE
PROVIDED FOR CONVENIENCE OF REFERENCE AND DO NOT CONSTITUTE A PART OF THIS
AGREEMENT.
ANY REFERENCES TO A PARTICULAR SECTION OF THIS AGREEMENT SHALL BE
DEEMED TO INCLUDE REFERENCE TO ANY AND ALL SUBSECTIONS THEREOF.
14.3.2.
INCLUSIVE REFERENCES.
AS USED HEREIN, THE TERM "INCLUDING," THE
PHRASE "INCLUDING BUT NOT LIMITED TO" AND THE PHRASE "INCLUDING WITHOUT
LIMITATION" SHALL ALL BE INTERPRETED AS MEANING "INCLUDING BUT NOT LIMITED TO."
14.3.3.
NEITHER PARTY DEEMED DRAFTER.
DESPITE THE POSSIBILITY THAT ONE
PARTY OR ITS REPRESENTATIVES MAY HAVE PREPARED THE INITIAL DRAFT OF THIS
AGREEMENT OR ANY PROVISION THEREOF OR PLAYED A GREATER ROLE IN THE PREPARATION
OF SUBSEQUENT DRAFTS, THE PARTIES AGREE THAT NEITHER OF THEM SHALL BE DEEMED THE
DRAFTER OF THIS AGREEMENT AND THAT, IN CONSTRUING THIS AGREEMENT, NO PROVISION
HEREOF SHALL BE CONSTRUED IN FAVOR OF ONE PARTY ON THE GROUND THAT SUCH
PROVISION WAS DRAFTED BY THE OTHER.
14.4.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH
TOGETHER SHALL BE DEEMED THE SAME AGREEMENT.
14.5.
ENTIRE AGREEMENT; ORDER OF PRECEDENCE.
THIS AGREEMENT, TOGETHER WITH
ALL SCHEDULES AND ALL DOCUMENTS EXPRESSLY REFERRED TO HEREIN, CONSTITUTES THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT OF THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR PROPOSALS, UNDERSTANDINGS,
AND AGREEMENTS, WHETHER ORAL OR WRITTEN, BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
IN CASE OF CONFLICT THE ORDER OF PRECEDENCE OF THE
DOCUMENTS CONSTITUTING THIS AGREEMENT IS AS FOLLOWS, EACH LISTED DOCUMENT
SUPERSEDING IN THE EVENT OF ANY CONFLICTING PROVISION IN A LATER LISTED
DOCUMENT:
(1) AGREEMENT TEXT (INTRODUCTION THROUGH SECTION 14, EXCLUDING
SCHEDULES, BUT INCLUDING EXHIBIT A); (2) THE SCHEDULES; AND (3) ANY OTHER
DOCUMENT.
IN THE EVENT VENDOR SUBMITS WORK ORDERS, CHANGE ORDERS,