OTHERWISE,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO, EXCEPT, IN WHOLE OR
IN PART, (A) AS PROVIDED IN SECTION 9.5, (B) WITH RESPECT TO SELLER'S RIGHTS AND
OBLIGATIONS, [FOLLOWING THE CLOSING TO ANY ENTITY]TO A LIMITED NUMBER OF
ENTITIES ACTING ON BEHALF OF SELLER'S ESTATE [(PROVIDED, THAT NO]THAT ARE
DESIGNATED BY SELLER AND REASONABLY ACCEPTABLE (INCLUDING IN TERMS OF THE NUMBER
OF ENTITIES AND THE FORM AND IDENTITY OF EACH SUCH ENTITY) TO THE BUYER (EACH, A
"PERMITTED ASSIGNEE"); PROVIDED THAT (I) EACH SUCH PERMITTED ASSIGNEE SHALL
AGREE IN WRITING TO BE BOUND BY THE OBLIGATIONS AND LIABILITIES OF THE SELLER
SET FORTH IN THIS AGREEMENT AND (II) SUCH ASSIGNMENT BY SELLER UNDER THIS
[CLAUSE (B) WILL RELIEVE SELLER OF ITS LIABILITIES HEREUNDER]SECTION 9.3 SHALL
NOT RELIEVE SELLER OF ANY OF ITS OBLIGATIONS OR LIABILITIES UNDER THIS AGREEMENT
UNLESS SELLER PROVIDES THE BUYER WITH A GUARANTEE OF THE OBLIGATIONS AND
LIABILITIES OF SUCH PERMITTED ASSIGNEE UNDER THIS AGREEMENT THAT IS IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO THE BUYER), (C) TO FRIENDCO UNDER THE
EXCHANGE AGREEMENT AND (D) BY BUYER TO ONE OR MORE DIRECT OR INDIRECT WHOLLY
OWNED SUBSIDIARIES OF BUYER (PROVIDED, THAT BUYER IDENTIFIES SUCH SUBSIDIARY AND
THE RIGHTS AND OBLIGATIONS TO BE ASSIGNED ON OR BEFORE CLOSING; PROVIDED,
FURTHER, THAT NO SUCH ASSIGNMENT BY BUYER TO A WHOLLY OWNED SUBSIDIARY UNDER
THIS CLAUSE (D) WILL RELIEVE BUYER OF ITS LIABILITIES HEREUNDER).
ANY
ASSIGNMENT OR TRANSFER PERMITTED HEREUNDER SHALL BE EVIDENCED IN WRITING SIGNED
BY THE ASSIGNOR AND ASSIGNEE, A COPY OF WHICH SHALL BE DELIVERED TO THE OTHER
PARTY HERETO.
IN CONNECTION WITH ANY ASSIGNMENT BY SELLER OF ITS RIGHTS AND
OBLIGATIONS UNDER THE FRIENDCO PURCHASE AGREEMENT TO ANY PERMITTED ASSIGNEES (AS
DEFINED IN THE FRIENDCO PURCHASE AGREEMENT), SUCH PERMITTED ASSIGNEES (AS
DEFINED IN THE FRIENDCO PURCHASE AGREEMENT) WILL AGREE, IN
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form and substance reasonably acceptable to Buyer, to be bound by and liable for
Seller's obligations and Liabilities hereunder; provided, that no such agreement
will relieve Seller of any of its obligations or Liabilities hereunder.
In
connection with any assignment, transfer or delegation by Buyer to Friendco as
permitted above, Buyer shall be relieved of any Liability so assigned,
transferred or delegated to the extent Seller has the right to enforce in full
against Friendco any such Liability.
Nothing in this Agreement, express or
implied, is intended to confer upon any Person other than Buyer, Seller, the
Indemnified Parties and their respective successors, legal representatives and
permitted assigns, any rights or remedies under or by reason of this Agreement.
SECTION 9.4
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING ALL
SCHEDULES AND EXHIBITS) AND THE ANCILLARY AGREEMENTS EXECUTED AS OF THE DATE
HEREOF CONTAIN THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT TO SUCH MATTERS, EXCEPT FOR THE
TWX CONFIDENTIALITY AGREEMENT AND THE SELLER CONFIDENTIALITY AGREEMENT, WHICH
SHALL REMAIN IN FULL FORCE AND EFFECT