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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect thereto and (ii) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between among the Parties parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties parties or any of them with respect thereto to the subject matter hereof and (ii) thereof. This Agreement is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among between the Parties with respect thereto to the subject matter hereof. This Agreement does not, and (ii) is not intended to conferto, nor shall it confer, upon any Person other than the parties hereto confer any rights or remedies or benefits of upon any nature whatsoever hereunderperson other than the Parties.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (iincluding the Exhibits and Schedules hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof agreement, and supersedes all prior agreements and understandings, both written and oral, among the Parties parties with respect thereto to the subject matter of this Agreement, including the Original Agreement and (iib) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any legal or equitable rights or remedies or benefits of any nature whatsoever hereunderwhatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof agreement, and supersedes all prior agreements and understandings, both written and oral, among the Parties parties with respect thereto to the subject matter hereof and (ii) is not intended to confer, nor shall it confer, and does not confer upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof agreement, and supersedes all prior agreements and understandings, both written and oral, among the Parties parties with respect thereto to the subject matter hereof and no party is relying on any other oral or written representation, agreement or understanding and no party makes any express or implied representation or warranty in connection with the transactions contemplated by this Agreement other than as set forth in this Agreement and (ii) is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among between the Parties with respect thereto to the subject matter hereof. This Agreement does not, and (ii) is not intended to conferto, nor shall it confer, upon any Person other than the parties hereto confer any rights or remedies upon any person other than the Parties (or benefits of any nature whatsoever hereundertheir Affiliates, successors, assignees or subcontractors to the extent set forth herein).

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (i) constitutes the entire agreement between the Parties parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written oral and oralwritten, among between the Parties parties with respect thereto and (ii) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereundersuch subject matter.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among between the Parties parties with respect thereto and (ii) to the subject matter hereof. This Agreement is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between among the Parties parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among or between any of the Parties parties hereto, with respect thereto to the subject matter hereof and (ii) is not intended to conferto, nor shall it conferit, confer upon any Person other than the parties hereto person any rights rights, benefits or remedies or benefits of any nature whatsoever hereunderunder or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect thereto to the subject matter hereof, including but not limited to prior shareholders agreements, and (ii) is not intended to conferconfer any rights or remedies hereunder upon, nor shall it conferor be enforceable by, upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderhereto.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof agreement, and supersedes all prior agreements and understandings, both written and oral, among between the Parties parties with respect thereto to the subject matter of this Agreement. The terms and (ii) provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and except as otherwise expressly provided for herein, it is not intended the intention of the parties to confer, nor shall it confer, confer third-party beneficiary rights upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderperson.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes supersede all prior agreements negotiations, agreements, commitments, writings, courses of dealing and understandings, both written and oral, among understandings with respect to the subject matter hereof. This Agreement is solely for the benefit of the Parties with respect thereto and (ii) is should not intended be deemed to conferconfer upon third parties any remedy, nor shall it conferclaim, upon any Person liability, reimbursement, cause of action or other than the parties hereto any rights or remedies or benefits right in excess of any nature whatsoever hereunderthose existing without reference to this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties parties with respect to the subject matter hereof of this Agreement and supersedes all prior agreements agreements, understandings, representations and understandingswarranties, both written and oral, among between the Parties parties and/or their Affiliates with respect thereto and (ii) is not intended to confer, nor the subject matter hereof. No provision of this Agreement shall it confer, confer upon any Person person other than the parties hereto any rights claim, clause of action, right or remedies or benefits of any nature whatsoever remedy hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ia) constitutes the Parties’ entire agreement on and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandingsthereof, both written and oral, among the Parties with respect thereto and (iib) is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto and thereto any rights rights, benefits or remedies hereunder or benefits of any nature whatsoever hereunderthereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties parties with respect thereto to the subject matter hereof and (ii) is not intended to confer, nor shall it confer, confer upon any Person person (including any shareholder of any party) other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among between the Parties with respect thereto to the subject matter hereof. This Agreement does not, and (ii) is not intended to conferto, nor shall it confer, upon any Person other than the parties hereto confer any rights or remedies upon any person other than the Parties and the Party Affiliates (or benefits of any nature whatsoever hereundertheir Affiliates, successors, assignees or subcontractors to the extent set forth herein).

Entire Agreement; No Third-Party Beneficiaries. a. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect thereto and (ii) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereundersubject matter hereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among between the Parties parties with respect thereto to the subject matter hereof, and (ii) is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among between the Parties parties with respect thereto to the subject matter of this Agreement and (ii) is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (i) constitutes the entire agreement and supersedes all prior agreements and undertakings, both written and oral, between the Parties parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect thereto and (ii) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderhereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties parties with respect thereto to the subject matter hereof and (ii) is not intended to confer, nor shall it confer, and does not confer upon any Person person other than the parties hereto any legal or equitable rights or remedies or benefits of any nature whatsoever hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes is the entire agreement between the Parties with respect to the parties concerning its subject matter hereof and matter, supersedes all prior agreements and understandings, both written whether or not written, and oral, among the Parties with respect thereto and (ii) is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunder.

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (i) constitutes the entire agreement between the Parties parties with respect to the subject matter hereof of this Agreement and supersedes all prior agreements and understandings, both written oral and oralwritten, among between the Parties parties with respect thereto and (ii) to the subject matter of this Agreement. Except as specifically set forth herein, this Agreement is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ia) constitutes the Parties' entire agreement between the Parties with respect to the subject matter hereof on and supersedes all prior agreements and understandings, both written and oral, among between the Parties with respect thereto to the subject matter hereof and thereof, and (iib) is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto and thereto any rights rights, benefits or remedies hereunder or benefits of any nature whatsoever hereunderthereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties parties with respect thereto to the subject matter hereof and (ii) is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (i) constitutes the entire agreement between among the Parties parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written oral and oralwritten, among between the Parties parties with respect thereto and (ii) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereundersuch subject matter.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof agreement, and supersedes all prior agreements and understandings, both written and oral, among the Parties parties with respect thereto to the subject matter of this Agreement and (ii) neither party is relying on any other oral or written representation, agreement or understanding and is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between of the Parties parties hereto with respect to the subject matter hereof and hereof, supersedes all any prior agreements and understandings, both written and oral, agreement or understanding among the Parties them with respect thereto to such subject matter, and (ii) is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between and understanding of the Parties with parties hereto in respect of its subject matters and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties hereof. There are no third party beneficiaries having rights under or with respect thereto and (ii) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderthis Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between of the Parties parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among between the Parties parties, or any of them, with respect thereto to the subject matter hereof and (ii) is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunder.

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (i) constitutes the entire agreement between of the Parties parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among between the Parties parties, or any of them, with respect thereto to the subject matter hereof and (ii) is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among between the Parties parties with respect thereto to the subject matter hereof and (ii) is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof agreement, and supersedes all prior agreements and understandings, both written and oral, among between the Parties parties with respect thereto to the subject matter of this Agreement, and (ii) is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect parties relating to the subject matter hereof and supersedes all prior agreements oral and written understandings, both written all contemporaneous oral negotiations and oraldiscussions, among and all other writings and agreements relating to the Parties with respect thereto subject matter of this Agreement and (ii) is not intended to confer, nor shall it confer, confer any rights or remedies upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderand Cypress and their respective successors and permitted assigns.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof agreement, and supersedes all prior agreements and understandings, both written and oral, among between the Parties with respect thereto and (ii) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereundersubject matter hereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) Agreement, with the Related Agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes supersede all prior agreements and understandings, both written and oral, among between the Parties with respect thereto to the subject matter hereof. This Agreement does not, and (ii) is not intended to conferto, nor shall it confer, upon any Person other than the parties hereto confer any rights or remedies upon any person other than the Parties (or benefits of any nature whatsoever hereundertheir Affiliates, successors, assignees or subcontractors to the extent set forth herein).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ia) constitutes the entire agreement between among the Parties parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties parties with respect thereto to the subject matter hereof, and (iib) is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto and their permitted assigns any rights or remedies or benefits of any nature whatsoever hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between of the Parties with respect to the subject matter hereof parties and supersedes all prior agreements and understandings, both written and oral, among the Parties parties with respect thereto to the subject matter hereof and (ii) is not intended to confer, nor shall it confer, confer upon any other Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between among the Parties parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among or between any of the Parties parties, with respect thereto to the subject matter hereof and thereof and (ii) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderwhatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof agreement, and supersedes all prior agreements and understandings, both written and oral, among between the Parties parties with respect thereto and (ii) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits subject matter of any nature whatsoever hereunderthis Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the full and entire understanding and agreement between among the Parties parties with respect regard to the subject matter hereof and supersedes all prior agreements and understandingssupercedes the Original Agreement. Nothing in this Agreement, both written and oralexpress or implied, among the Parties with respect thereto and (ii) is not intended to confer, nor shall it confer, confer upon any Person Person, other than the parties hereto and their respective successors and assigns, any rights rights, remedies, obligations, or remedies liabilities under or benefits by reason of any nature whatsoever hereunderthis Agreement, except as expressly provided herein.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Joinder (i) constitutes the entire agreement between among the Parties parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among or between any of the Parties parties hereto other than the Voting Agreement, with respect thereto to the subject matter hereof and (ii) is not intended to conferto, nor shall it conferit, confer upon any Person other than the parties hereto person any rights rights, benefits or remedies or benefits of any nature whatsoever hereunderunder or by reason of this Joinder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ia) constitutes the entire agreement between among the Parties parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties parties hereto or any of them with respect thereto to the subject matter hereof, and (iib) except as provided in Section 6.5, is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between of the Parties parties with respect to the subject matter hereof hereof, and supersedes all prior agreements and understandings, both written and oral, among the Parties parties with respect thereto to the subject matter of this Agreement and (ii) is are not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto (except, as to the Company, its Affiliates) any rights or remedies or benefits of any nature whatsoever hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement between among the Parties parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among or between any of the Parties parties, with respect thereto and (ii) to the subject matter hereof. This Agreement is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderwhatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ia) constitutes the entire agreement between the Parties with respect to the subject matter hereof agreement, and supersedes all prior agreements and understandings, both written and oral, among the Parties parties with respect thereto to the subject matter hereof and neither party is relying on any other oral or written representation, agreement or understanding and no party makes any express or implied representation or warranty in connection with the transactions contemplated by this Agreement other than as set forth in this Agreement, and (iib) is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever hereunderremedies.