or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business. 9 ENTIRE AGREEMENT The parties have read this Agreement and all of its Schedules, Exhibits and attachments and agree to be bound by its terms, and further agree that it constitutes the complete statement of the Agreement between them which supersedes all other agreements, covenants, representations or proposals, oral or written, and all other communications between them relating to the subject matter of this Agreement. In the event of a conflict between the terms and conditions of this Agreement and any Amendments to this Agreement, the terms and conditions of the Amendment(s) shall prevail. In the event of a conflict between the terms and conditions of this Agreement and any Schedules to this Agreement, the terms and conditions of this Agreement shall prevail. 10 SEVERABILITY Should any part of this Agreement for any reason be declared invalid by order of any court or regulatory agency, such order shall not affect the validity of any remaining portion, which shall remain in force and effect as if this Agreement had been executed with the invalid portion eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including therein any such part or portion which may, for