Miscellaneous. (a) Entire Agreement. The Original Forward Purchase Agreement, as amended by this Amendment, together with the agreements referenced therein, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged therein. No provision of this Amendment may be explained or qualified by any agreement, negotiations, understanding
..., discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein, there is no condition precedent to the effectiveness of any provision hereof or thereof. (b) Ratification. Except as amended hereby, the terms and provisions of the Original Forward Purchase Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the terms of the Original Forward Purchase Agreement and the terms of this Amendment, the terms of this Amendment shall govern and control. (c) Counterparts; Facsimile Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties. (d) Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York. (e) Incorporation by Reference. Sections 3(a)-(d), 4(a), 4(c), 4(e)-(f), 5(a) and 9 of the Original Forward Purchase Agreement are hereby incorporated by reference herein mutatis mutandis, and such representations made therein are made herein with respect to this Amendment.
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Miscellaneous. (a) Entire Agreement. The Original
Forward Purchase Agreement, as amended by this Amendment, together with the
agreements referenced therein, Additional Agreements, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged
therein. No provision herein. (b) Ratification. This Amendment shall form a part of the Orig...inal Purchase Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment may be explained by the parties hereto, each reference in the Original Purchase Agreement to "this Agreement," "hereof," "hereunder," "herein," "hereby" or qualified by any agreement, negotiations, understanding, discussion, conduct or course words of conduct or by any trade usage. Except as otherwise expressly stated herein, there is no condition precedent like import referring to the effectiveness of any provision hereof or thereof. (b) Ratification. Original Purchase Agreement shall mean and be a reference to the Original Purchase Agreement as amended by this Amendment. Except as amended hereby, the terms and provisions of the Original Forward Purchase Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the terms of the Original Forward Purchase Agreement and the terms of this Amendment, the terms of this Amendment shall govern and control. 3 (c) Counterparts; Facsimile Electronic Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties. (d) Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York. (e) Incorporation by Reference. Sections 3(a)-(d), 4(a), 4(c), 4(e)-(f), 5(a) and 9 The provisions of Article XI of the Original Forward Purchase Agreement are hereby incorporated by reference herein mutatis mutandis, and such representations made therein are made herein with respect to this Amendment. mutandis.
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Miscellaneous. (a) Entire Agreement. The Original
Forward Purchase Agreement, as amended by this Amendment, together with the
agreements referenced therein, Additional Agreements, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged
therein. No provision herein. (b) Ratification. This Amendment shall form a part of the Orig...inal Purchase Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment may be explained by the parties hereto, each reference in the Original Purchase Agreement to "this Agreement," "hereof," "hereunder," "herein," "hereby" or qualified by any agreement, negotiations, understanding, discussion, conduct or course words of conduct or by any trade usage. Except as otherwise expressly stated herein, there is no condition precedent like import referring to the effectiveness of any provision hereof or thereof. (b) Ratification. Original Purchase Agreement shall mean and be a reference to the Original Purchase Agreement as amended by this Amendment. Except as amended hereby, the terms and provisions of the Original Forward Purchase Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the terms of the Original Forward Purchase Agreement and the terms of this Amendment, the terms of this Amendment shall govern and control. (c) Counterparts; Facsimile Electronic Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties. 5 (d) Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York. (e) Incorporation by Reference. Sections 3(a)-(d), 4(a), 4(c), 4(e)-(f), 5(a) and 9 The provisions of Article X of the Original Forward Purchase Agreement are hereby incorporated by reference herein mutatis mutandis, and such representations made therein are made herein with respect to this Amendment. mutandis.
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Miscellaneous. (a) Entire Agreement. The Original
Forward Purchase Agreement, as amended by this Amendment, together with the
agreements referenced therein, Additional Agreements, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged
therein. No provision herein. (b) Ratification. This Amendment shall form a part of the Orig...inal Purchase Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment may be explained by the parties hereto, each reference in the Original Purchase Agreement to "this Agreement," "hereof," "hereunder," "herein," "hereby" or qualified by any agreement, negotiations, understanding, discussion, conduct or course words of conduct or by any trade usage. Except as otherwise expressly stated herein, there is no condition precedent like import referring to the effectiveness of any provision hereof or thereof. (b) Ratification. Original Purchase Agreement shall mean and be a reference to the Original Purchase Agreement as amended by this Amendment. Except as amended hereby, the terms and provisions of the Original Forward Purchase Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the terms of the Original Forward Purchase Agreement and the terms of this Amendment, the terms of this Amendment shall govern and control. (c) Counterparts; Facsimile Electronic Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties. (d) Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York. (e) Incorporation by Reference. Sections 3(a)-(d), 4(a), 4(c), 4(e)-(f), 5(a) and 9 The provisions of Article X of the Original Forward Purchase Agreement are hereby incorporated by reference herein mutatis mutandis, and such representations made therein are made herein with respect to this Amendment. mutandis.
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Miscellaneous. (a) Entire Agreement. The Original
Forward Purchase Agreement, as amended by this Amendment, together with the
agreements referenced therein, Additional Agreements, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged
therein. No provision herein. (b) Ratification. This Amendment shall form a part of the Orig...inal Purchase Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment may be explained by the parties hereto, each reference in the Original Purchase Agreement to "this Agreement," "hereof," "hereunder," "herein," "hereby" or qualified by any agreement, negotiations, understanding, discussion, conduct or course words of conduct or by any trade usage. Except as otherwise expressly stated herein, there is no condition precedent like import referring to the effectiveness of any provision hereof or thereof. (b) Ratification. Original Purchase Agreement shall mean and be a reference to the Original Purchase Agreement as amended by this Amendment. Except as amended hereby, the terms and provisions of the Original Forward Purchase Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the terms of the Original Forward Purchase Agreement and the terms of this Amendment, the terms of this Amendment shall govern and control. (c) Counterparts; Facsimile Electronic Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties. (d) Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York. (e) Incorporation by Reference. Sections 3(a)-(d), 4(a), 4(c), 4(e)-(f), 5(a) and 9 The provisions of Article XI of the Original Forward Purchase Agreement Agreement, as modified by this Amendment, are hereby incorporated by reference herein mutatis mutandis, and such representations made therein are made herein with respect to this Amendment. mutandis.
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Miscellaneous. (a) Entire Agreement. The Original
Forward Purchase Backstop Agreement, as amended by this Amendment, together with the agreements referenced therein, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged therein. No provision of this Amendment may be explained or qualified by any agreement, negotiations, unde
...rstanding, discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein, there is no condition precedent to the effectiveness of any provision hereof or thereof. (b) Ratification. Except as amended hereby, the terms and provisions of the Original Forward Purchase Backstop Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the terms of the Original Forward Purchase Backstop Agreement and the terms of this Amendment, the terms of this Amendment shall govern and control. (c) Counterparts; Facsimile Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties. (d) Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of New York, Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York. Delaware. (e) Incorporation by Reference. Sections 3(a)-(d), 4(a), 4(c), 4(e)-(f), 5(a) and 9 of the Original Forward Purchase Agreement are hereby incorporated by reference herein mutatis mutandis, and such representations made therein are made herein with respect to this Amendment.
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