Common use of Entire Agreement; Nonassignability; Parties in Interest Clause in Contracts

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Omega Disclosure Schedule, the Online Disclosure Schedule and the Newco Disclosure Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c)-(d)-(f)-(g)-(h) (Effect on Capital Stock), 1.7 (Surrender of Certificates), 6.13 (Omega and Online Options), 6.16 (Form S-8), 6.18 (Director and Officer Indemnification) and 6.21 (Observation Rights); and (c) shall not be assigned or transferred (in whole or in part) by operation of law or otherwise except with the prior written consent of the parties hereto.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Omega Disclosure Schedule, the Online Company Disclosure Schedule and the Newco Parent Disclosure Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c)-(d)-(f)-(g)-(h1.6(a)-(c)-(d)-(f)-(g) (Effect on Capital Stock), 1.7 (Surrender of 50 Certificates), 6.13 (Omega ) and Online Options), 6.16 (Form S-8), 6.18 5.16 (Director and Officer Indemnification) and 6.21 (Observation Rights); and (c) shall not be assigned or transferred (in whole or in part) by operation of law or otherwise except with the prior written consent of the parties heretoas otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------------ Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Omega Disclosure Schedule, the Online Company Disclosure Schedule and the Newco Parent Disclosure Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c)-(d)-(f)-(g)-(h1.6(a) - (Effect on Capital Stockg), 1.7 (Surrender of Certificates)1.7, 6.13 (Omega 1.10, 5.7, 5.10, 5.11 and Online Options)5.12, 6.16 (Form S-8), 6.18 (Director and Officer Indemnification) and 6.21 (Observation Rights); and (c) shall not be assigned or transferred (in whole or in part) by operation of law or otherwise except with the prior written consent of the parties heretoas otherwise specifically provided herein.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Omega Disclosure Schedule, the Online Company Disclosure Schedule and the Newco Parent Disclosure Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c)-(d)-(f)-(g)-(h) (Effect on Capital Stock1.6(a), 1.7 (Surrender of Certificatesb) and (d)-(f), 6.13 (Omega 1.7, 1.9, 1.10, 5.11, 5.12 and Online Options), 6.16 (Form S-8), 6.18 (Director and Officer Indemnification) and 6.21 (Observation Rights); 5.13. and (c) shall not be assigned or transferred (in whole or in part) by operation of law or otherwise except with the prior written consent of the parties heretoas otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Omega Disclosure Schedule, the Online Company Disclosure Schedule and the Newco Parent Disclosure Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c)-(d)-(f)-(g)-(h1.6(a)-(c)-(d)-(f)-(g) (Effect on Capital Stock), 1.7 (Surrender of 50 56 Certificates), 6.13 (Omega ) and Online Options), 6.16 (Form S-8), 6.18 5.16 (Director and Officer Indemnification) and 6.21 (Observation Rights); and (c) shall not be assigned or transferred (in whole or in part) by operation of law or otherwise except with the prior written consent of the parties heretoas otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement ------------------------------------------------------- and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Omega Disclosure Schedule, the Online Company Disclosure Schedule and the Newco Parent Disclosure Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c)-(d)-(f)-(g)-(h1.6(a) - (Effect on Capital Stockg), 1.7 (Surrender of Certificates)1.7, 6.13 (Omega 1.10, 5.7, 5.10, 5.11 and Online Options)5.12, 6.16 (Form S-8), 6.18 (Director and Officer Indemnification) and 6.21 (Observation Rights); and (c) shall not be assigned or transferred (in whole or in part) by operation of law or otherwise except with the prior written consent of the parties heretoas otherwise specifically provided herein.