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

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Disclosure Schedule and the QuadraMed Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9, 5.11 and 5.14; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9, 5.11 5.9, 5.10, 5.12 and 5.145.17; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) 6.9 and (f), 1.7-1.9, 5.11 and 5.148.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9, 5.11 5.10 and 5.145.12; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9, 1.7 5.11 and 5.14; 5.21, and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9, 5.11 5.9, 5.10, 5.12 and 5.145.13; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.6(a), (b) and (fd)-(g), 1.7-1.9, 5.11 1.10, 5.11, 5.12 and 5.14; 5.13, and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically providedprovided herein.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.5(a)-(c) and (f), 1.71.6-1.9, 5.11 5.8 and 5.145.10; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided. No representations, warranties, inducements, promises or agreements, oral or written, by or among the parties not contained herein shall be of any force of effect.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.6(a)-(d) and (f), 1.7-1.9, 5.11 5.10, 5.12, 5.13 and 5.145.17; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f)1.6, 1.7-, 1.8, 1.9, 5.11 5.8, 5.9, and 5.14; 5.10 and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (fg), 1.7-1.9. 1.8, 5.11 and 5.141.12; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.6(a)-(d) and (fh), 1.7-1.9, 5.11 and 5.145.13; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus TMAI Disclosure Schedule and the QuadraMed Avant! Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.6(a)-(d) and (fg), 1.7-1.9, 5.11 5.13, 5.14, 5.15 and 5.145.16; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.. 8.6

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; terms (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.6(a) and (fc)-(g), 1.7-, 1.9, 5.11 1.10, 1.11, 5.11, 5.13 and 5.145.22; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Disclosure Schedule Exhibits and the QuadraMed Target Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreementany confidentiality agreement existing with respect to Target, which shall continue in full force and effect, and shall survive any termination of this Agreement or the ClosingEffective Time, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f4.2(a)-(e), 1.74.3-1.9, 5.11 4.6 and 5.148.7; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically providedprovided herein or pursuant to the Merger.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.5(a)-(c) and (f), 1.71.6-1.9, 5.11 5.8 and 5.145.10; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.6(a), (b) and (fc), 1.7-1.7 - 1.9, 5.10, 5.11 and 5.145.12; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus VERSUS Disclosure Schedule and the QuadraMed EGI Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the ClosingEffective Time, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as specifically set forth in Article II and Sections 1.6(a)-(c) 6.15 and (f), 1.7-1.9, 5.11 and 5.146.16; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and documents, instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibitscertificates, the Schedulesexhibits, and schedules, including the Medicus Avidia Disclosure Schedule and the QuadraMed PG Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the ClosingEffective Time, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) 5.12, 5.13, 5.16, 5.17, 5.19 and (f), 1.7-1.9, 5.11 and 5.146; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (fg), 1.7-1.9, 5.11 and 5.145.10; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9, 5.11 1.9 and 5.145.16; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f)1.6, 1.7-, 1.8, 1.9, 5.11 6.9 and 5.14; and (c) 6.10 shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus ENI Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the ClosingEffective Time, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.5 (a)-(c) and (fe), 1.7-1.91.6. 1.8, 5.11 and 5.141.12; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9. 1.8, 5.11 and 5.141.11; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-, 1.8, 1.9, 5.11 1.12, 6.8 and 5.149.2; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically providedotherwise.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.6(a)-(d) and (f), 1.7-1.9, 5.11 5.12, 5.14 and 5.145.22 and Articles VII and VIII; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus PSI Disclosure Schedule and the QuadraMed PMR Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f1.7(b), 1.7-1.91.7(c), 5.11 1.7(d), 1.7(e), 1.7(g), 1.8 and 5.145.8; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f)1.1, 1.7-1.91.3, 5.11 and 5.145.13; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or EXECUTION COPY delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Disclosure Schedule and the QuadraMed Company Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Article 1, Sections 1.6(a)-(c) 5.9, 5.10 and (f)5.11, 1.7-1.9, 5.11 and 5.14; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, including, without limitation, the letter agreement by and between Target and Acquiror dated as of March 13, 2007, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) except with respect to Section 5.13 hereof, are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9, 5.11 and 5.14; hereunder and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f)1.6, 1.7-, 1.9, 5.11 1.10, 1.11, 1.12, 5.10 and 5.14; 5.24 and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, Exhibits and the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Acquirer Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; terms (b) are not intended to confer upon any other person any rights or remedies hereunder, except for the shareholders of the Company and as set forth in Sections 1.6(a)-(c1.6(a) and (fc)-(e), 1.7, 1.9-1.91.11, 5.11 5.10 and 5.148.8(d); and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f1.6(a)-(d), 1.7-1.9, 5.11 and 5.141.8, 1.12; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedulesexhibits and schedules hereto, including the Medicus REBA Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule Schedule, (a) togxxxxr constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and Sections 2(c), 2(e) and 2(h) of the Term Sheet between Acquiror and REBA, dated April 22, 2002, and shall survive any termination of this Agreement Xxxxement or the Closing, in accordance with its their terms; and (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9, 5.11 and 5.14; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically providedwithout the written consent of the other party.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Autoweb Disclosure Schedule and the QuadraMed Autobytel Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.6(a)-(d) and (f), 1.7-1.9, 5.11 5.12, 5.14, 5.15 and 5.145.18; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.6(a) - (c) and (f), 1.7-1.7 - 1.9, 5.11 5.9, 5.10, 5.12 and 5.145.17; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Company Disclosure Schedule and the QuadraMed Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) 2.6, 2.7, and (f), 1.7-1.9, 5.11 and 5.142.9; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule Schedule: (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality AgreementAgreements, which which, except for paragraph 8 thereof, shall continue in full force and effect, and shall survive any termination of this Agreement or the ClosingEffective Time, in accordance with its their terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9, 5.11 and 5.14; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule and the QuadraMed Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9. 1.8, 5.11 and 5.141.11; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus CrossComm Disclosure Schedule Letter and the QuadraMed Olicom Disclosure Schedule Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof (except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms); (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c), (e), (f) and (fh), 1.7-1.9, 5.11 and 5.145.11-5.16; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Target Disclosure Schedule Letter and the QuadraMed Acquiror Disclosure Schedule Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.71.8-1.91.10, 5.11 5.11, 5.13 and 5.14; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.. 8.6

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus TMAI Disclosure Schedule and the QuadraMed Avant! Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c1.6(a)-(d) and (fg), 1.7-1.9, 5.11 5.13, 5.14, 5.15 and 5.145.16; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.