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

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter of this Agreement and (b) are not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement. This Agreement and (b) are is not intended to and do does not confer upon any Person other than the parties hereto any rights or remedies hereunderhereunder (except the rights conferred upon those persons specified as proxies in Section 4).

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among between Parent and Merger Sub, on the partiesone hand, or any of themand Company Stockholder, on the other hand, with respect to the subject matter of this Agreement and (b) are is not intended to and do not 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 and the Merger Agreement, Agreement (aincluding the documents and instruments referred to herein and therein) (i) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof and (bii) are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Agreement constitute the entire agreement, and supersede all other prior agreements and agreements, understandings, representations and warranties both written and oral, among the parties, or any of them, with respect to the subject matter of this hereof. This Agreement and (b) are is not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) and the Merger Agreement, Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement and (b) are not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and and, to the extent referenced herein, the Merger Agreement, (a) together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto, herewith constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof and (b) thereof and are not intended to and do not confer upon any Person person other than the parties hereto any legal or equitable rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Option Agreement and the Merger Agreement (together with the other documents and instruments referred to in the Option Agreement, the Merger Agreement and the exhibits and disclosure schedules thereto) (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (b) are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) and the Merger Agreement, Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) except as provided in Section 9.9 of the Merger Agreement, are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Exchange Agreement and the Merger Agreement, (a) Agreement constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this hereof. This Agreement and (b) are is not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement and the Merger Agreement, (a) documents referred to herein and therein constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof and (b) thereof, and are not intended to and do not confer upon any Person other than the parties hereto and thereto any rights or remedies hereunderhereunder and thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, together with the Merger Agreement, (a) constitute the entire agreement, agreement of the parties and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter of hereof; provided that, if there is any conflict between this Agreement and (b) are the Merger Agreement, this Agreement shall control. This Agreement is not intended to to, and do not does not, confer upon any Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderin respect of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement and Agreement, together with the Settlement Agreement, the Merger Agreement, (a) and any exhibits, annexes or schedules hereto or thereto, constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter of hereof; provided that, if there is any conflict between this Agreement and (b) are not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunderMerger Agreement, this Agreement shall control.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Agreement constitute the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of transactions contemplated by this Agreement and (b) the Merger Agreement and are not intended to and do not confer upon any Person other than the parties hereto any rights rights, remedies, obligations or remedies hereunderliabilities.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter of hereof and thereof. Nothing in this Agreement and (b) are not intended to and do not confer upon shall be construed as giving any Person person, other than the parties hereto and their respective heirs, successors, legal representatives and permitted assigns, any rights right, remedy or remedies hereunderclaim under or in respect of this Agreement or any provision hereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) and the Merger Agreement, Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) except as provided in Section 8.06 of the Merger Agreement, are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Merger Agreement and the Merger Agreementother agreements contemplated hereby, (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof; and (b) are is not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, Agreement (a) constitute the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement and the Merger Agreement and (b) are not intended to and do not confer upon any Person person other than the parties hereto (and their respective successors and assigns) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (b) are is not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement and the Merger Agreement, (a) other Related Agreements constitute the entire agreement, agreement and supersede supersedes all prior agreements and understandingsunderstandings (other than the Confidentiality Agreement), both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof and (b) are thereof, and is not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunder.

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

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including all Exhibits and Annexes hereto) and the Merger Agreement, (a) Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement and (b) are not intended to and do not confer upon any Person person other than the parties hereto any rights rights, benefits or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) and the Merger Agreement, Confidentiality Agreement (ai) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement hereof, and (bii) are not intended to and do shall not confer upon any Person other than the parties hereto any rights rights, benefits or remedies hereunderof any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Merger Agreement and the Merger Agreement, other agreements entered into in connection with the Merger) (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement and (b) are is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) and the Merger Agreement, Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) except as provided in Section 8.10 of the Merger Agreement, are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and and, to the extent referenced herein, the Merger Agreement, (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement hereof or thereof and (b) are is not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) and the Merger Agreement, Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.remedies. (e)

Entire Agreement; No Third-Party Beneficiaries. This Agreement and other Agreements executed as of the date hereof by Merger Agreement, (a) constitute Sub constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof, and (b) are is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Merger Agreement (together with the Confidentiality Agreements, the Transaction Agreement and the Merger Agreement, any other documents and instruments referred to herein) (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereto and (b) are except as provided in Section 5.6, is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Agreement constitute the entire agreement, and supersede all other prior agreements and agreements, understandings, representations and warranties both written and oral, among the parties, or any of them, with respect to the subject matter of this hereof. This Agreement and (b) are is not intended to and do not confer upon any Person other than the parties hereto or Parent any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, Agreement (aincluding the documents and the instruments referred to herein and therein): (i) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof, and (bii) are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Merger Agreement and the Merger Agreementdocuments to be executed and delivered in connection therewith, (a) constitute constitutes the entire agreement, agreement between the parties with respect to the subject matter hereof and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof, and (b) are not intended to and do not confer convey upon any Person person other than the parties hereto IMC and each Shareholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, ----------------------------------------------- the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) and the Merger Agreement, Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) except as provided in Section 8.06 of the Merger Agreement, are not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Merger Agreement and the Merger Agreement, other Transaction Documents) (ai) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof and (bii) are is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Agreement constitute the entire agreement, and supersede any and all other prior agreements and understandings, undertakings (both written and oral), among the partiesparties hereto, or any of them, with respect to the subject matter of hereof, and this Agreement and (b) are is not intended to and do not confer upon any other Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement and the Merger Agreement, (a) Ancillary Agreements constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among between the partiesParties, or any of them, with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their respective successors and permitted assigns, and nothing in this Agreement and (b) are not Agreement, express or implied, is intended to and do not or shall confer upon any Person other than the parties hereto person any rights right, benefit or remedies hereunderremedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith), the Registration Rights Agreement, the Voting and Standstill Agreements, the Tax Cooperation Agreement and the Merger Agreement, (a) Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties (and their Affiliates) with respect to the subject matter of this Agreement hereof and (b) are not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunderthereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments referred to therein) and the Merger Agreement, Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) except as provided in Section 8.6 of the Merger Agreement, are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement ----------------------------------------------- and the Merger Agreement, Agreement (aincluding the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) (i) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) except as provided in Section 10.7 of the Merger Agreement, are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Merger Agreement and the Merger Agreement, (a) other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Merger Agreement. This Merger Agreement and (b) are is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, taken together with the Merger Agreement, (a) constitute constitutes the entire agreement, agreement among the parties hereto with respect to the subject matter hereof and supersede thereof and supersedes all prior agreements and understandingsundertakings, both written and oral, among the partiesparties hereto, or any of them, with respect to the subject matter of this Agreement hereof and (b) are not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunderthereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Mergers Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter of hereof and thereof. Nothing in this Agreement and (b) are not intended to and do not confer upon shall be construed as giving any Person person, other than the parties hereto and their respective heirs, successors, legal representatives and permitted assigns, any rights right, remedy or remedies hereunderclaim under or in respect of this Agreement or any provision hereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and (together with the Merger Agreement, ) (ai) constitute embodies the entire agreement, agreement and supersede understanding among the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect understandings relating to the subject such matter of this Agreement and (bii) are is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement The Original Agreement, as amended by this Amendment, and the Merger Agreement, (a) Agreement constitute the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of transactions contemplated by the Original Agreement, as amended by this Amendment, and the Merger Agreement and (b) are not intended to and do not confer upon any Person other than the parties hereto any rights rights, remedies, obligations or remedies hereunderliabilities.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and other Agreements executed as of the date hereof by Merger Agreement, (a) Sub and the Company constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof, and (b) are is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Agreement constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this hereof. This Agreement and (b) are is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) and the Merger Agreement, Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) except as provided in Section 8.06 of the Merger Agreement, are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.remedies. (e)

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) constitute constitutes the entire agreement, agreement and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement First Merger, and (b) are is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement and the Merger Agreement, Agreement (aincluding the other documents referred to therein) constitute the entire agreement, agreement and supersede any and all other prior agreements and understandingsundertakings, both written and oral, among the parties, or any of them, with respect to the subject matter of hereof, and this Agreement and (b) are is not intended to and do not confer upon any Person other than the parties hereto person any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Exhibits hereto, Merger Agreement and the Confidentiality Agreement (as defined in the Merger Agreement), (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement and (b) are is not intended to and do not confer upon any Person person other than the parties hereto and the Releasees any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Merger Agreement and the Merger Agreement, other agreements and documents expressly contemplated hereby and thereby) (ai) constitute embodies the entire agreement, agreement and supersede understanding among the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect understandings relating to the such subject matter of this Agreement and (bii) are is not intended to and do not confer upon any Person other than the parties hereto to this Agreement any rights or remedies hereunderunder this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, Agreement (aincluding the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) (i) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Merger Agreement and (together with the Merger Confidentiality Agreement, and any other documents and instruments referred to herein) (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereto and (b) are except as provided in Section 5.6, is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) and the Merger Agreement, Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandingsunder standings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter of this Agreement hereof and thereof and (b) are not intended to and do shall not confer upon any Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, the Merger Agreement, (a) the Escrow Agreement and the Employment Agreement constitute the entire agreement, and supersede all prior representations, warranties, agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this hereof and thereof. This Agreement and (b) are not intended to and do does not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement and each of the documents, instruments and agreements delivered in connection with the transactions contemplated by the Merger Agreement, (a) Agreement constitute the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter of this Agreement. This Agreement and (b) are is not intended to and do shall not confer upon any Person other than the parties hereto to this Agreement any rights or remedies hereunderunder this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement and the Merger Agreement, (a) other Related Agreements constitute the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof and (b) are thereof, and, except as provided for in Section 3.1(e), is not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and (together with the Merger AgreementAgreement to the extent referred to herein), (ai) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof and (bii) are is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, Agreement (aincluding the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) (i) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) except as provided in Section 9.8 of the Merger Agreement, are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) and the Merger Agreement, Confidentiality Agreements (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) except as provided in Section 8.10 of the Merger Agreement, are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, Agreement (aincluding the documents and instruments referred to herein) (i) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties hereto with respect to the subject matter of this Agreement and (bii) are not intended to and do not confer upon any Person person other than the parties hereto (and the persons specified as proxies in Section 5) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement ---------------------------------------------- and the Merger Agreement, Agreement (aincluding the other documents referred to therein) constitute the entire agreement, agreement and supersede any and all other prior agreements and understandingsundertakings, both written and oral, among the parties, or any of them, with respect to the subject matter of hereof, and this Agreement and (b) are is not intended to and do not confer upon any Person other than the parties hereto person any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and other Agreements executed as of the date hereof by Merger Agreement, (a) constitute Sub constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement and (b) are not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunder.matter

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Agreement constitute the entire agreement, and supersede all other prior agreements and agreements, understandings, representations and warranties both written and oral, among the parties, or any of them, with respect to the subject matter of this hereof. This Agreement and (b) are is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, together with the Merger Agreement, (a) constitute constitutes the entire agreement, agreement between the parties with respect to the subject matter hereof and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof, and (b) are not intended to and do not confer convey upon any Person person other than the parties hereto Parent and each Stockholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement and the Merger Agreement, other agreements contemplated hereby or thereby (aincluding all exhibits and schedules hereto and thereto) constitute the entire agreement, agreement and supersede supersedes all prior agreements and understandingsunderstandings (other than the Confidentiality Agreement), both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof and (b) are thereof, and is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, ----------------------------------------------- the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith) and the Merger Agreement, Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement Agreement, and (bii) except as provided in Section 8.06 of the Merger Agreement, are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement and the exhibits and schedules hereto, the Holdings Merger Agreement, (a) Agreement and the other agreements and instruments of the parties delivered in connection herewith constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement and (b) are not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunderhereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and (together with the Merger Agreement, (a) to the extent referred to in this Agreement), and the other documents and instruments and other agreements between the parties hereto referenced herein constitute the entire agreement, agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, understandings both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement and (b) are not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunderhereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement together with the Merger Agreement and the Merger Agreement, (a) constitute other agreement mentioned therein constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among complete agreement of the parties, or any of them, parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and understandings. This Agreement is solely for the benefit of the parties hereto and no provision of this Agreement and (b) are not intended shall be deemed to and do not confer any remedy, claim or right upon any Person other than the parties hereto any rights or remedies hereunderthird party.

Entire Agreement; No Third-Party Beneficiaries. This Merger Agreement (including the documents, exhibits and the Merger Agreement, instruments referred to herein) (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof and (b) except as provided in Section 6.9, are not intended to and do not confer upon any Person person other than the parties hereto any rights right or remedies remedy hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and (together with the Merger Agreement, (ato the extent referred to herein) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this hereof. This Agreement and (b) are is not intended to and do shall not confer upon any Person person other than the parties hereto any legal or equitable rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, Agreement (aincluding the documents and instruments referred to herein) (i) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties hereto with respect to the subject matter of this Agreement and (bii) are not intended to and do not 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, the Merger Agreement and the Merger Agreement, other Related Agreements (aincluding all exhibits and schedules hereto and thereto) constitute the entire agreement, agreement and supersede supersedes all prior agreements and understandingsunderstandings (other than the Confidentiality Agreement), both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof and (b) are thereof, and is not intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Agreement constitute the entire agreementagreement among the parties hereto with respect to the subject matter hereof, and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to such matters. Neither the subject matter of Merger Agreement nor this Agreement and (b) are not is intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, the Merger Agreement, the Company Letter, the Parent Letter and the Confidentiality Agreements (aand the schedules and attachments to the foregoing) constitute the entire agreement, agreement of the parties hereto and thereto and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, such parties with respect to the subject matter hereof and thereof. This Agreement, except for the provisions of this Agreement Sections 8(c) and (b) are 9(c), is not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, together with the Merger Agreement, (a) constitute constitutes the entire agreement, agreement between the parties hereto with respect to the subject matter hereof and supersede supersedes all other prior agreements and understandings, both written and oral, among between the parties, or any of them, parties hereto with respect to the subject matter of this hereof. This Agreement and (b) are is not intended for the benefit of or intended to and do not confer upon any Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement and the Merger Agreement, (a) Company Agreement constitute the entire agreementagreements, and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of these agreements and none of this Agreement, the Merger Agreement and (b) are not or the Company Agreement is intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderthereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) Agreement constitute the entire agreementagreement among the parties hereto with respect to the subject matter of this Agreement, and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this such matters. This Agreement and (b) are is not intended to and do not confer any rights or remedies upon any Person person other than the parties hereto any rights or remedies hereunderto this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement and the Merger Agreement, other documents contemplated hereby and thereby (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties, or any of them, parties with respect to the subject matter of this Agreement hereof, and (b) are not intended to and do not confer upon any Person person or entity, other than the parties hereto or thereto, any rights or remedies hereunderhereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, together with the Merger Agreement, (ai) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among or between any of the parties, or any of them, with respect to the subject matter of this Agreement hereof and thereof and (bii) are is not intended to and do not confer confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies hereunderor benefits of any nature whatsoever, except as expressly set forth in Section 13(g) or Section 13(1).

Entire Agreement; No Third-Party Beneficiaries. This Agreement Plan of Merger (including the documents and the Merger Agreement, instruments referred to herein) (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement Plan of Merger and (b) except for the provisions of Article 3, are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, the Merger Agreement, (a) the Equity Commitment Letter and each of the documents, instruments and agreements delivered in connection with the transactions contemplated thereby constitute the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter of this hereof. This Agreement and (b) are is not intended to and do shall not confer upon any Person person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, Agreement (aincluding the other documents referred to therein) constitute the entire agreement, agreement and supersede any and all other prior agreements and understandingsundertakings, both written and oral, among the parties, or any of them, with respect to the subject matter of hereof, and this Agreement and (b) are is not intended to and do not confer upon any Person other than the parties hereto person any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, the Merger Agreement, (a) the Escrow Agreement and the Employment Agreement constitute the entire agreement, and supersede all prior representations, warranties, agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this hereof and thereof. This Agreement and (b) are not intended to and do does not confer upon any Person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, Agreement (including the documents and the instruments referred to herein and therein): (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, parties with respect to the subject matter of this Agreement hereof, and (b) are not intended to and do not confer upon any Person person other than the parties hereto any rights or remedies hereunderremedies. In the event of any conflict between the provisions of this Agreement and the provisions of the Merger Agreement, the provisions of this Agreement shall control.