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

Entire Agreement; No Third Party Beneficiary. This Agreement, including the exhibits and annexes hereto, the Company Disclosure Letter, the documents and instruments relating to the Offer and the Merger referred to in this Agreement and the Confidentiality Agreement, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement. This Agreement is not intended, and shall not be deemed, to create any agreement of employment with any person, to confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except with respect to (i) the directors and officers of the Company covered by Section 5.7, and (ii) Section 7.2, Section 7.3(f), Section 7.3(h), Section 8.1, this Section 8.4 and Section 8.5, each of which shall expressly inure to the benefit of, and be enforceable by, the Financing Sources.

Entire Agreement; No Third Party Beneficiary. This Agreement, including the exhibits and annexes hereto, the Company Disclosure Letter, the documents and instruments relating to the Offer and the Merger referred to in this Agreement and the Confidentiality Agreement, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement. This Agreement is not intended, and shall not be deemed, to create any agreement of employment with any person, to confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except with respect to to: (i) the rights of the holders of 2012 Company Options, 2012 Company RSUs and 2012 Company RCUs described in Section 2.6(e), in each case, on the terms and subject to the conditions hereof; (ii) the directors and officers of the Company covered by Section 5.7, ; and (iiiii) Section 7.2, Section 7.3(f), Section 7.3(h), Section 8.1, this Section 8.4 7.3(f)(ii) and (iv) and Section 8.5, each of which shall expressly inure to are intended for the benefit of, and shall be enforceable by, the Financing Sources.

Entire Agreement; No Third Party Beneficiary. This Agreement, including the exhibits and annexes hereto, the Company Disclosure Letter, the documents and instruments relating to the Offer and the Merger referred to in this Agreement and the Confidentiality Agreement, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement. This Agreement is not intended, and shall not be deemed, to create any agreement of employment with any person, to confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except with respect to (i) the directors and officers of the Company covered by Section 5.7, and (ii) the rights of the Parent Related Parties and the Company Related Parties set forth in Section 7.2, Section 7.3(f7.3(g), Section 7.3(h7.3(h)and Section 7.3(j) and (iii) Section 7.3(g), Section 7.3(i), Section 8.1, Section 8.5 and this Section 8.4 and Section 8.58.4, each of which shall expressly inure to are intended for the benefit of, and shall be enforceable by, the Financing Sources, to the extent related to the Financing.

Entire Agreement; No Third Party Beneficiary. This Agreement, including the exhibits and annexes hereto, the Company Disclosure LetterSchedules, the documents and instruments relating to the Offer and the Merger referred to in this Agreement and the Confidentiality Agreement, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement. This Agreement is not intended, and shall not be deemed, to create any agreement of employment with any person, to confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except with respect to (i) the directors and officers of the Company (with respect to matters covered by Section 5.74.8 and this Section 7.4), and (ii) Section 7.2, Section 7.3(f), Section 7.3(h), Section 8.1, this Section 8.4 and Section 8.5, each of which shall expressly inure the Financing Sources (with respect to the benefit of, Financing Sources Provisions) and be enforceable by, (iii) the Financing SourcesParent Related Parties (with respect to Section 6.3(h)).