Common use of Entire Agreement; No Third-Party Beneficiaries Clause in Contracts

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, and understandings and communications, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and instruments referred to herein) (a) constitutes This Agreement and the other agreements of the parties referred to herein constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement together with all other agreements executed by the parties hereto on the date hereof (including the documents, exhibits documents and instruments referred to herein) ), (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement ---------------------------------------------- (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto (and their respective successors and assigns) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any legal or equitable rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and instruments referred to herein) (a) constitutes This Agreement, the Confidentiality Agreement and the exhibits and schedules hereto and the other agreements and instruments of the parties delivered in connection herewith constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof, of this Agreement and (bii) is not intended to confer upon any person other than the parties hereto (and the persons specified as proxies in Section 4) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, the documents, exhibits documents and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (b) is not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and all documents and instruments referred to herein) (a) constitutes herein constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is are not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof, of this Agreement and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement agreement, and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, the documents, exhibits documents and instruments referred to herein) ), (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder; provided that the Company is an intended third-party beneficiary of Section 3(d).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof, of this Agreement and (bii) is not intended to confer upon any person Person other than the parties hereto (and the persons specified as proxies in Section 4) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, ; and (bii) other than with respect to the persons specified as proxies in Section 4, is not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits Annexes hereto and the documents and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties Parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto Parties any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person Person other than the parties hereto and their respective successors and permitted assigns, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documentsexhibits, exhibits schedules and instruments referred to hereinappendices hereto) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among or between any of the parties parties, with respect to the subject matter hereof, hereof and thereof and (b) is not intended to confer confer, nor shall it confer, upon any person other than the parties hereto any rights or remedies hereunderor benefits of any nature whatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto and other than Holdings, which is an express beneficiary of this Agreement, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) except for Section 4, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) except as provided in Section 7.06 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement ----------------------------------------------- (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Subscription Agreement, including the documents, exhibits documents and instruments referred to herein) , (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (b) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereofhereof including, without limitation, the letter agreement dated July 9, 1999 between H.I.G. Capital, LLC and the Majority Shareholders (bas such term is defined therein)and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and instruments documents referred to herein) (a) constitutes the entire agreement agreement, and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, of this Agreement and (b) is except for the provisions of Article II, Section 5.08 and Section 5.09, are not intended to confer upon any person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) except as provided in Section 6.15, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto and other than Sub, which is an express beneficiary of this Agreement, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This ----------------------------------------------- Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, ; and (bii) is not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and thereof and (b) except as provided in Section 5.2, is not intended to confer upon any person other than the parties hereto or thereto any rights or remedies hereunderhereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, the documents, exhibits documents and instruments referred to herein) ), (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This ----------------------------------------------- Agreement (including including, without limitation, the documents, exhibits documents and instruments referred to herein) ), (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and instruments documents referred to herein) (a) constitutes the entire agreement agreement, and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among between the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunderof this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the other Operative Agreements, the schedules and the other writings referenced herein or therein and the Confidentiality Agreement (including the documents, exhibits and instruments referred to herein) (a) constitutes constitute the entire understanding and agreement and supersedes all prior agreements, and understandings and communications, both written and oral, among of the parties hereto and thereto with respect to the subject matter hereofhereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between such parties and (b) is are not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement ----------------------------------------------- (including including, without limitation, the documents, exhibits documents and instruments referred to herein) ), (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, ---------------------------------------------- including the documents, exhibits documents and instruments referred to herein) herein (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (b) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) ), the Confidentiality Agreement, and the Transaction Documents (a) constitutes constitute the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is are not intended to confer upon any person other than the parties hereto (including without limitation any MegaSys employees) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof, of this Agreement and (bii) is not intended to confer upon any person other than the parties hereto (and the persons specified as indemnitees in Section 6(f)) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents, exhibits documents and instruments referred to herein) , (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder; provided, however, that legal counsel for the parties hereto may rely upon the representations and warranties contained herein and in the certificates delivered pursuant to Sections 7.2(b) and 7.3(b).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including Exhibit A hereto, together with the documentsMerger Agreement, exhibits and instruments referred to herein) (a) constitutes the entire agreement agreement, and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereofof this Agreement. This Agreement, and (b) including Exhibit A, is not intended to confer any rights or remedies upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement - ---------------------------------------------- (including the documents, exhibits documents and instruments referred to herein) (ai) - constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any -- person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including ---------------------------------------------- the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (a) constitutes constitute the entire agreement agreement, and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among between the parties with respect to the subject matter hereof, of this Agreement and (b) is except for the provisions of Section 6.6 which shall inure to the benefit of and be enforceable by the persons referred to therein, are not intended to confer upon any person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto and their respective successors and assigns any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) except as provided in Section 6.7, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and hereof (b) except as expressly provided herein, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereofhereof and thereof, and (b) is except as provided in Section 6.15 hereof, are not intended to confer upon any person other than the parties hereto and thereto any rights or remedies hereunderhereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Confidentiality Agreement (including and the documents, exhibits and instruments other agreements referred to herein) herein or contemplated hereby, (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, ; and (b) is not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and instruments referred to herein) (a) constitutes This Agreement, and the Exhibits and Schedules hereto and the other agreements and instruments of the Parties delivered in connection herewith and therewith, when executed, constitute the entire agreement and supersedes supersede all prior agreements, understandings, representations and understandings and communicationswarranties, both written and oral, among the parties Parties with respect to the subject matter hereof, hereof and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunderthereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) ): (a) constitutes constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) except as set forth in Article XI, is not intended to confer upon any person Person other than the parties hereto and thereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits which shall be deemed to include all documents and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, which for all purposes shall be deemed to include all exhibits, schedules and certificates delivered pursuant to the documentsterms hereof, exhibits and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement, and (b) is not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents, exhibits documents and instruments referred to herein) , (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder; provided, however, that legal counsel for the parties hereto may rely upon the representations and warranties contained herein and in the certificates delivered pursuant to Sections 6.2(c) and 6.3(c).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits Exhibits and Schedules hereto and the documents and instruments referred to herein) , and the surviving confidentiality provisions of the letter of intent: (a) constitutes constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (b) is are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement agreement, and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof, of this Agreement and (bii) is not intended to confer upon any person other than the parties hereto (and the persons specified as proxies in Section 4) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (a) constitutes the entire agreement agreement, and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, of this Agreement and (b) is except for the provisions of Section 5.8, are not intended to confer upon any person Person, other than the parties hereto parties, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, the documents, exhibits documents and instruments referred to herein) ), (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder; provided that the Company is an intended third-party beneficiary of Section 3(c).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof, of this Agreement and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder; provided that the parties agree that VeraSun shall be an express third party beneficiary of the provisions of Section 3(g) of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereofof this Agreement, and (bii) is not intended to confer upon any person other than the parties hereto (and the persons specified as proxies in Section 3) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) ): (a) constitutes constitute the entire agreement and supersedes supersede all prior agreements, negotiations, arrangements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is are not intended to confer upon any person other than the parties hereto Parent and the Unitholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among between the parties with respect to the subject matter hereof, hereof and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) other than with respect to the matters set forth in Article X (Indemnification), is not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes constitute the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder; provided that the Confidentiality Agreement shall remain in full force and effect until the Effective Time.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) except as provided in Section 7.07, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including together with the documentsConfidentiality Agreements, exhibits the Ancillary Documents and any other documents and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereofhereto, and (b) except as expressly provided herein, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and all documents and instruments referred to herein) (a) constitutes herein constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents, exhibits documents and instruments referred to herein) , (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (bii) except for the provisions of Section 5.7 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (bii) except as contemplated by the definition of "Holders" in Section 1 hereof, is not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreementsrepresentations, warranties, negotiations, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the documents, exhibits Schedules and Exhibits hereto) and the other agreements and instruments referred to herein) (a) constitutes of the parties delivered in connection herewith constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) ): (a) constitutes constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is are not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, and the documents, exhibits documents and instruments contemplated hereby or referred to herein) (a) constitutes herein constitute the entire agreement agreement, and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter of this Agreement and except for the provisions of Section 5.6 hereof, and (b) is are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among between the parties Parties with respect to the subject matter hereof, and (b) except as provided in Section 5.8(e), is not intended to confer upon any person Person other than the parties hereto Parties any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement ---------------- (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and instruments referred to herein) (aschedules hereto) constitutes the entire agreement agreement, and supersedes all other prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter hereof, hereof and (b) thereof and is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder, except as set forth in Section 5.9.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) ): (a) constitutes constitute the entire agreement and supersedes supersede all prior agreements, negotiations, arrangements and understandings and communicationsunderstandings, both written and oral, among between the parties with respect to the subject matter hereof, and (b) is are not intended to confer upon any person other than the parties hereto Company and the Stockholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein, including, for the avoidance of doubt, the Merger Agreement, the Escrow Agreement Amendment, the Revenue Sharing Agreement and the Registration Rights Agreement) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (a) constitutes the entire agreement agreement, and supersedes all prior agreements, negotiations and understandings and communicationsunderstandings, both written written, electronic or and oral, among the parties with respect to the subject matter hereof, of this Agreement and (b) is except for the provisions of Section 5.6 and Section 5.7, are not intended to confer upon any person Person, other than the parties hereto parties, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (a) constitutes the entire agreement agreement, and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among between the parties with respect to the subject matter hereof, of this Agreement and (b) except for the provisions of Article II, Sections 5.4 and 5.5, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (a) constitutes the entire agreement agreement, and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereofof this Agreement (including the Exclusivity Letter dated February 12, 2003) and (b) is except for the provisions of Section 5.9, are not intended to confer upon any person Person, other than the parties hereto parties, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) ): (a) constitutes constitute the entire agreement and supersedes supersede all prior agreements, negotiations, arrangements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is are not intended to confer upon any person other than the parties hereto Company and Stockholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to hereinherein and therein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) except as provided in Section 6.8, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, the documents, exhibits documents and instruments referred to herein) ), (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder; provided that the Company is an intended third-party beneficiary of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) except as provided in Sections 6.13 and 6.15 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and instruments referred to herein) (a) constitutes This Agreement, the Confidentiality Agreement, the Ancillary Agreements and the exhibits and schedules hereto and thereto and the other agreements and instruments of the parties delivered in connection herewith and therewith constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunderthereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documentsany exhibits, exhibits schedules and instruments referred to hereinamendments hereto) (a) constitutes the entire agreement Agreement and understandings of the parties hereto and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among between the parties hereto with respect to the subject matter hereof, hereof and (b) is not intended to confer upon any other person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, and understandings and communications, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.,

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documentsExhibits hereto, exhibits and other documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) except as provided in Section 6.14 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents, exhibits documents and instruments referred to herein) , (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder; provided, however, that legal counsel for the parties hereto may rely upon the representations and warranties contained herein and in the certificates delivered pursuant to Sections 6.2(b) and 6.3(b).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to hereinherein and therein) (ai) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties between Seller and Purchaser with respect to the subject matter hereof, hereof and (bii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Contribution Agreement, including the documents, exhibits documents and instruments referred to herein) , (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (b) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and instruments referred to herein) (ai) constitutes the entire agreement and supersedes all prior agreements, and understandings contemporaneous agreements and communicationsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof, of this Agreement and (bii) is not intended to confer upon any person Person other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents, exhibits documents and the instruments referred to herein) (a) constitutes constitute the entire agreement and supersedes supersede all prior agreements, agreements and understandings and communicationsunderstandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) is except as specifically provided herein are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.