Common use of Entire Agreement; Third Party Beneficiaries Clause in Contracts

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. (a) This Agreement (atogether with the Confidentiality Agreement, the other Transaction Agreements and any other documents and instruments executed pursuant hereto) 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 hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any other Person other than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, taken together with all Exhibits, Annexes and Schedules hereto (a) constitutes constitute the entire agreement agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; Transactions and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is are not intended to or shall confer upon any Person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, (a) constitutes constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; transactions contemplated herein and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is are not intended to or shall confer upon any person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, taken together with all Exhibits, Schedules and Annexes hereto (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; matters contemplated hereby and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties hereto with respect to the subject matter hereof; hereof and (b) shall be binding upon and inure solely to the benefit of each party heretois not intended to, and nothing in this Agreementdoes not, express or implied, is intended to or shall confer upon any person or entity other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing . Nothing in this Agreement, express or implied, Agreement is intended to or shall confer upon any other Person person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (aincluding the schedules and exhibits referred to in this Agreement) (i) constitutes the entire agreement and supersedes and cancels all prior and contemporaneous agreements and understandings, both written and oral, express or implied, among the parties hereto Parties with respect to the subject matter hereof; of this Agreement and (bii) shall be binding upon and inure solely to the benefit of each party heretois not intended to, and nothing in this Agreementdoes not, express or implied, is intended to or shall confer upon any person any rights or remedies hereunder other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementthan the Parties and their respective successors and permitted assigns.

Entire Agreement; Third Party Beneficiaries. (a) This Agreement (aincluding Exhibit A and the Parties’ disclosure letters hereto) constitutes the entire agreement agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among between the parties hereto Parties with respect to the subject matter hereof; hereof and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementthereof.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the parties hereto any rightrights, benefit benefits, remedies, obligations or remedy of any nature whatsoever under or by reason of this Agreementliabilities hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; and (b) . This Agreement shall be binding upon and inure solely to the benefit of each party heretohereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, (a) constitutes the entire agreement agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; Transactions and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (aincluding the Schedules and Exhibits) 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 hereof; and (b) , other than. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, except for the provisions of Article 2, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; , and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto and their Affiliates with respect to the subject matter hereof; hereof and thereof and (b) shall be binding is not intended to confer any rights, benefits, remedies, obligations or liabilities upon any Person other than the parties hereto and inure solely to thereto, as the benefit of each party heretocase may be, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementtheir respective successors and permitted assigns.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the parties hereto and their permitted assigns any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; hereof and (b) thereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit rights or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Except as otherwise expressly set forth herein, this Agreement (a) constitutes embodies the entire complete agreement and supersedes all prior agreements and understandings, both written and oral, understanding among the parties hereto with respect to the subject matter hereof; hereof and (b) shall be binding upon supersedes and inure solely preempts any prior understandings, agreements or representations by or among the parties, written or oral, that they may have related to the benefit of each party hereto, and nothing subject matter hereof in this Agreement, express or implied, any way. This Agreement is not intended to confer in or shall confer upon any other Person any right, benefit or remedy on behalf of any nature whatsoever under Person not a party to this Agreement any rights, benefits, causes of action or by reason of this Agreementremedies with respect to the subject matter or any provision thereof.

Entire Agreement; Third Party Beneficiaries. This Agreement (aincluding the documents and the instruments referred to herein) 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 hereof; hereof and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; , and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to confer any rights, benefits, remedies, obligations or shall confer liabilities upon any Person other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementthan the Parties and their respective successors and permitted assigns.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both written oral and oralwritten, among between the parties hereto with respect to the subject matter hereof; and (b) of this Agreement. This Agreement shall be binding upon and inure solely to the benefit of each party heretoand their respective successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties or their respective heirs, successors, executors, administrators and assigns any rightrights, benefit remedies, obligations or remedy of any nature whatsoever liabilities under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing . Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing . Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes any and all other prior agreements and understandingsundertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, Agreement is not intended to or shall confer upon any other Person person any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreement.remedies hereunder

Entire Agreement; Third Party Beneficiaries. This Agreement (a) Agreement, taken together with the other Transaction Agreements, constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing Transactions. Nothing contained in this Agreement, express or implied, Agreement is intended to or shall confer upon any person other Person than the parties hereto and their respective successors and permitted assigns, any rightbenefit, benefit right or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements written agreements, arrangements, communications and understandingsunderstandings and all prior and contemporaneous oral agreements, both written arrangements, communications and oral, understandings among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing . Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement is intended to: (a) constitutes constitute the entire agreement agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; Transactions and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement, together with the Business Combination Agreement (a) and Transaction Documents, 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 hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof; and (b) . This right Agreement shall be binding upon and inure solely to the benefit of each party heretoparty, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements agreements, understandings and understandingsnegotiations, both written and oral, among between the parties hereto Parties with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement. No representation, express inducement, promise, understanding, condition or implied, warranty of either Party hereto not set forth herein has been made or relied upon by any Party hereto. Neither this Agreement nor any provision hereof is intended to or shall confer upon any Person other Person than the Parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing . Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties and their respective successors and permitted assigns any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementhereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; and (b) . This Agreement shall be binding upon and inure solely to the benefit of each party heretohereto and their respective successors and permitted assigns. Other than as provided in the preceding sentence, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes any and all other prior agreements and understandingsundertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, Agreement is not intended to or shall confer upon any other Person person any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; and (b) . Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure solely to the benefit of each party heretoall of the parties and, and nothing in to the extent permitted by this Agreement, express or impliedtheir successors, is intended to or shall confer upon any other Person any rightexecutors, benefit or remedy of any nature whatsoever under or by reason of this Agreementadministrators, heirs, legal representatives and assigns.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties hereto Parties with respect to the subject matter hereof; and (b) . This Agreement shall be binding upon and inure solely to the benefit of each party heretohereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (together with the Merger Agreement) (a) 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 hereof; hereof and thereof and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; of this Agreement. This Agreement is not intended to confer upon any Person other than the parties hereto and (b) shall be binding the third party beneficiaries referred to in the following sentence, any rights or remedies. The parties hereto expressly intend the provisions of Sections 6.1 and 6.2 to confer a benefit upon and inure solely to the benefit be enforceable by, as third party beneficiaries of each party hereto, and nothing in this Agreement, express the third Persons referred to in, or implied, is intended to or shall confer upon any other Person any rightbe benefited by, benefit or remedy of any nature whatsoever under or by reason of this Agreementsuch provisions.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the sole and entire agreement and supersedes all prior agreements and understandings, both written and oral, among of the parties hereto with respect to the subject matter hereof; hereof and (b) shall be binding upon supersedes any and inure solely all prior or contemporaneous agreements, discussions, representations, warranties or other communications. No party to this Agreement makes any representation or warranty except as expressly set forth herein. No party to this Agreement has relied on any statement, representation, or warranty other than the benefit written contents of each party hereto, and nothing in this Agreement, express or implied, . This Agreement is not intended to or shall confer upon any Person other Person than the parties hereto any rightrights or remedies, benefit or remedy of any nature whatsoever under or by reason except that LGEI is hereby expressly made a third party beneficiary of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties hereto with respect to the subject matter hereof; hereof and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing . Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other Person than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) This 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 hereof; , other than the Confidentiality Agreements, which shall survive the execution and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason delivery of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, both written and oral, among between the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing . Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties hereto and, as applicable, their respective heirs, legal representatives, successors and permitted assigns any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements agreements, understandings and understandingsnegotiations, both written and oral, among between the parties hereto Parties with respect to the subject matter hereof; and (b) shall be binding . This Agreement is not intended to confer upon and inure solely any Person, other than the Parties to the benefit of each party hereto, and nothing in this Agreement, express any rights or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; Transactions and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; Transactions and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is are not intended to or shall confer upon any person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; Transactions and (bii) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement, together with the Business Combination Agreement (a) and Transaction Documents, 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 hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof; and (b) . This right Agreement shall be binding upon and inure solely to the benefit of each party heretoparty, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rightperson any, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, . This Agreement is not intended to confer any right or shall confer remedy hereunder upon any natural person, firm, partnership, corporation, company, trust, Governmental entity or any other Person any right, benefit or remedy entity other than each of any nature whatsoever under or by reason of this Agreementthe parties hereto.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereto with respect to the subject matter hereof; and (b) shall be binding of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon and inure solely to the benefit of each by either party hereto, and nothing in . Neither this Agreement, express or implied, Agreement nor any provision hereof is intended to or shall confer upon any Person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (aincluding the schedules and exhibits referred to in this Agreement) (i) constitutes the entire agreement and supersedes and cancels all prior and contemporaneous agreements and understandings, both written and oral, express or implied, among the parties hereto Parties with respect to the subject matter hereof; of this Agreement and (bii) shall be binding upon and inure solely to the benefit of each party heretois not intended to, and nothing in this Agreementdoes not, express or implied, is intended to or shall confer upon any other Person any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder other than the Parties and their respective successors and permitted assigns.

Entire Agreement; Third Party Beneficiaries. This Agreement (aincluding all exhibits and schedules hereto) constitutes and the other Transaction Agreements constitute the entire agreement agreement, and supersedes supersede all prior agreements agreements, understandings, representations and understandingswarranties, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; and (b) shall be binding upon and inure solely of this Agreement. Except as set forth in Article XIX with respect to the benefit of each party heretoAdministrator Indemnified Parties and the Company Indemnified Parties, and nothing in this Agreement, express or implied, Agreement is not intended to or shall confer upon any Person other Person than the Parties hereto and their successors and permitted assigns any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) Note constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the parties hereto and their permitted assigns any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and supersedes all prior agreements agreements, understandings and understandingsrepresentations, both written and oral, among the parties hereto with respect to the subject matter hereof; hereof and (bii) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; , and (b) shall be binding upon except as provided in Sections 6.7 and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is 7.5 are not intended to or shall confer upon any person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; of this Agreement and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or impliedexcept as expressly provided herein, is not intended to or shall confer upon any Person other Person than the parties hereto and their respective successors and permitted assigns any rightrights, benefit benefits or remedy of any nature whatsoever under or by reason of this Agreementremedies whatsoever.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, . This Agreement is not intended to or shall confer upon any Person other Person than the parties hereto and the third party beneficiaries referred to in the following sentence, any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; of this Agreement and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or confer, nor shall confer it confer, upon any Person other Person than the parties hereto any right, benefit rights or remedy remedies or benefits of any nature whatsoever under or by reason whatsoever; provided, that the Company and Stockholder acknowledge and agree that Parent and Merger Sub shall each be a third party beneficiary only with respect to Section 3, Section 4 and Section 5 of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; Transactions and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, among between the parties hereto or any of them with respect to the subject matter hereof; hereof and (b) shall be binding upon and inure solely to the benefit thereof. No provision of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person person other than the parties any rightrights, benefit benefits or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; transactions contemplated by this Agreement and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (including the Schedules hereto and other agreements referred to herein) (a) constitutes the entire agreement agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; hereof and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing except as expressly set forth in this Agreement, express or implied, is not intended to or and shall not confer upon any person or entity other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties hereto with respect to the subject matter hereof; matters related herein and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the parties any rightrights or remedies; provided, benefit or remedy of any nature whatsoever under or by reason however, that the Lender is an express third-party beneficiary of this AgreementAgreement and may directly enforce each of the covenants and agreements of the Supporting Stockholder under this Agreement .

Entire Agreement; Third Party Beneficiaries. This Agreement (a) Agreement, together with its Exhibits, constitutes the entire agreement of the Parties relating to the Company and supersedes all prior contracts or agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party heretoCompany, and nothing whether oral or written. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the Parties and their respective successors, personal representatives and permitted assigns, any right, benefit rights or remedy of any nature whatsoever remedies under or by reason of this Agreement; provided, however, that Nonparty Affiliates are intended to be third-party beneficiaries with rights to enforce the provisions of Section 6.05 as though a Party.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; and (b) shall . This Agreement will be binding upon and inure solely to the benefit of each party heretoParty and their respective successors and permitted assigns. Other than as provided in the preceding sentence, and nothing in this Agreement, express or implied, is intended to or shall will confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; and (b) . This Agreement shall be binding upon and inure solely to the benefit of each party hereto, hereto and nothing their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any other Person other than the parties hereto any rightrights or remedies; provided, benefit or remedy of any nature whatsoever under or by reason however, that the Company is an express third party beneficiary of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties hereto Parties with respect to the subject matter hereof; and hereof (bother than, for the avoidance of doubt, Section 2.11(i) of the Merger Agreement). This Agreement shall be binding upon and inure solely to the benefit of each party heretohereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; Transactions and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is are not intended to or shall confer upon any Person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect relating to the subject matter hereof; transactions contemplated hereby and (b) supersedes any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto relating to the transactions contemplated hereby. Nothing expressed or implied in this Agreement is intended or shall be binding construed to confer upon and inure solely to or give any Person, other than the benefit of each party parties hereto, and nothing in this Agreement, express any right or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever remedies under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes Joinder contains the entire agreement between the Parties with respect to the transactions contemplated hereby and supersedes all prior agreements and agreements, understandings, both promises and representations, whether written and or oral, among between the parties hereto Parties with respect to the subject matter hereof; hereof and (b) shall be binding upon thereof. The covenants and inure solely to agreements set forth in this Joinder are for the sole benefit of each party heretothe Parties and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or they shall confer upon not be construed as conferring any rights on any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this AgreementPersons.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes This Agreement and the other Transaction Documents constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes thereof and supersede all other prior agreements and understandings, both written and oral, among the parties hereto Parties or any of them with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; matters contemplated hereby and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (including the exhibits, schedules, documents and instruments referred to herein or therein) (a) constitutes constitute the entire agreement and supersedes supersede all other prior agreements and understandings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereofhereof and thereof; and (b) shall be binding upon except with respect to Sections 2.9 and inure solely to the benefit 5.12 of each party hereto, and nothing in this Agreement, express or implied, is are not intended to or shall confer upon any Person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement of the parties hereto and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; hereof and (b) thereof. This Agreement shall be binding upon and inure solely to the benefit of each party heretohereto and their respective successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes is the entire agreement between the parties pertaining to its subject matter and supersedes all prior written or oral agreements and understandings, both written and oral, among the parties hereto with respect to the such subject matter hereofmatter. There are no third-party beneficiaries of this Agreement; and persons who are not a party to this Agreement will have no rights under such laws as the Contracts (bRights of Third Parties) shall be binding upon and inure solely to Act of 1999 or similar laws. The headings of sections or other subdivisions of this Agreement will not affect in any way the benefit of each party hereto, and nothing in this Agreement, express meaning or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason interpretation of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (ai) 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 hereof; hereof and (bii) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof and, except as provided in Section 4.1 hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; hereof and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any other Person other than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes any and all other prior agreements and understandingsundertakings, both written and oral, among the parties hereto Parties, or any of them, with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, . This Agreement is not intended to or shall confer upon any other Person person any rightrights or remedies hereunder, benefit or remedy except that each Party acknowledges that the Board of any nature whatsoever under or Directors of the Company has relied on the commitments made by reason the Parties herein in connection with its approval of the Merger Agreement and that the Company is intended to be a third party beneficiary of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes shall constitute the entire agreement and supersedes supersede all other prior agreements and understandings, both written oral and oralwritten, among the parties hereto or any of them, with respect to the subject matter hereof; hereof and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing neither this nor any document delivered in connection with this Agreement, express or implied, is intended to or shall confer Agreement confers upon any other Person not a party hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; , and (b) shall be binding upon except for PRG and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or impliedStrategic II's permitted assignees, is not intended to or shall confer upon any person other Person than the parties hereto and their permitted assigns any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes any and all other prior agreements and understandingsundertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, Agreement is not intended to or shall confer upon any other Person person any rightrights or remedies hereunder, benefit or remedy other than the Investors each of any nature whatsoever under or by reason whom shall be deemed to be an express third-party beneficiary of this AgreementAgreement and each of whom may enforce this Agreement against the parties hereto as if such Investor was a party hereto.

Entire Agreement; Third Party Beneficiaries. (a) This Agreement (aincluding any Schedule or Exhibit hereto) constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandingsundertakings, both written and oral, among between the parties hereto Parties with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; transactions contemplated herein and (bii) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; and (b) . This Agreement shall be binding upon and inure solely to the benefit of each party heretohereto and its respective successors and permitted assigns. Other than as provided in the preceding sentence, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (ai) constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both written oral and oralwritten, among between the parties hereto with respect to the subject matter hereofof this Agreement; and (bii) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any other Person person any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement and understandingsany conflicting confidentiality agreements), both written and oralrepresentations, among warranties or covenants between the parties hereto with respect to the such subject matter hereof; and (b) shall be binding upon and inure solely to the benefit matter. There are no third party beneficiaries of each party hereto, and nothing in this Agreement, express . The headings of sections or implied, is intended to other subdivisions of this Agreement will not affect in any way the meaning or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason interpretation of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; hereof and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) 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 hereof; and (b) . This Agreement shall be binding upon and inure solely to the benefit of each party hereto, hereto and their respective successors and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein (a) constitutes constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is are not intended to or shall confer upon any other Person person any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; and (b) . This Agreement shall be binding upon and inure solely to the benefit of each party heretoParty hereto and its respective successors and permitted assigns. Other than as provided in the preceding sentence, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes and the other documents and certificates delivered pursuant hereto, constitute the entire agreement agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under remedies hereunder or by reason of this Agreementthereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement, the Registration Rights Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein and therein: (a) constitutes constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is are not intended to or shall confer upon any other Person person any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; Transactions and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) This 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 hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes any and all other prior agreements and understandingsundertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, Agreement is intended to confer rights or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder only to the parties hereto and the Stockholder Subsidiaries.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes constitute the entire agreement agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; Transactions and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is are not intended to or shall confer upon any person other Person than the Parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties hereto Parties with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other Person than the Parties and their respective successors and permitted assigns any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementhereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes and contains the entire complete, final and exclusive understanding and agreement of the Parties, and cancels and supersedes any and all prior agreements and or contemporaneous negotiations, correspondence, understandings, both written and oralagreements, among whether oral or written, between the parties hereto with respect to Parties respecting the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, . This Agreement is not intended to or shall confer upon any person other Person than the Parties hereto, as applicable, any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof; and (b) . This Agreement shall be binding upon and inure solely to the benefit of each party heretoParty and its successors and permitted assigns. Except as otherwise provided in the preceding sentence, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.