CONSTRUCTION PROVIDING THAT AMBIGUITIES IN AN
AGREEMENT OR OTHER DOCUMENT WILL BE CONSTRUED AGAINST THE PARTY DRAFTING SUCH
AGREEMENT OR DOCUMENT.
9.9
ASSIGNMENT.
NO PARTY MAY ASSIGN EITHER THIS
AGREEMENT OR ANY OF ITS RIGHTS, INTERESTS, OR OBLIGATIONS HEREUNDER WITHOUT THE
PRIOR WRITTEN APPROVAL OF THE OTHER PARTIES, PROVIDED, HOWEVER, THAT (A) SELLER
MAY ASSIGN TO ANY AFFILIATE ITS RIGHTS AND INTERESTS IN AND TO THE ADDITIONAL
PURCHASE PRICE, OR ANY PORTION THEREOF AND (B) PURCHASER MAY ASSIGN ANY OR ALL
OF ITS (I) RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO ANY WHOLLY-OWNED
SUBSIDIARY (PROVIDED THAT NO SUCH ASSIGNMENT SHALL RELEASE THE PURCHASER FROM
ANY OBLIGATION UNDER THIS AGREEMENT) OR (II) RIGHTS UNDER THIS AGREEMENT TO ANY
PERSON THAT ACQUIRES ALL OR ANY PORTION OF THE STOCK OR ASSETS OF THE COMPANY OR
ANY SUBSIDIARY.
ANY PURPORTED ASSIGNMENT IN VIOLATION OF THIS SECTION 9.9 SHALL
BE VOID.
SUBJECT TO THE PRECEDING SENTENCE, THIS AGREEMENT SHALL BE BINDING
UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
9.10
NO WAIVER.
NO FAILURE OR DELAY ON THE PART OF
ANY PARTY HERETO IN THE EXERCISE OF ANY RIGHT HEREUNDER WILL IMPAIR SUCH RIGHT
OR BE CONSTRUED TO BE A WAIVER OF, OR ACQUIESCENCE IN, ANY BREACH OF ANY
REPRESENTATION, WARRANTY OR AGREEMENT HEREIN, NOR WILL ANY SINGLE OR PARTIAL
EXERCISE OF ANY SUCH RIGHT PRECLUDE OTHER OR FURTHER EXERCISE THEREOF OR OF ANY
OTHER RIGHT.
*****
55
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized respective officers as of the date first written above.
TTI HOLDING CORPORATION
By:
/s/
GEORGE M. H. ALLEN
George M. H. Allen
Vice President
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By:
/s/
WILLIAM A. ROPER, JR.
William A. Roper, Jr.
Corporate Executive Vice President
[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT
BETWEEN SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
AND TTI HOLDING CORPORATION]