Common use of Entire Agreement Clause in Contracts

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties Company and the Investor with respect to the subject matter hereof matters covered herein and thereof therein and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Pricing Prospectus and the Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, Documents contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company and the Purchasers will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company and the Purchasers will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company will execute and deliver to the Investors such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain Documents constitute the entire understanding of the parties with respect to thereto concerning the subject matter hereof and thereof and supersede all prior agreements and understandingsthereof. Any previous or contemporaneous agreements, oral whether written or writtenoral, with respect to concerning such matters, which the parties acknowledge have been merged into such documents, exhibits and schedulesmatters are superseded thereby.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company will execute and deliver to the Purchasers such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain Documents constitute the entire understanding of agreement between the parties Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral or and written, between the Parties with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits subject matter hereof and schedulesthereof.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matterssubject matter, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain Documents constitute the entire understanding of agreement among the parties Parties with respect to the subject matter hereof and thereof of the Transaction Documents and supersede all prior agreements (whether written or oral and understandings, oral whether express or written, with respect implied) among any Parties to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedulesextent related to the subject matter of the Transaction Documents (including any letter of intent or confidentiality agreement).

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain Documents set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and understandingscontemporaneous agreements, negotiations and understandings between the parties, both oral or and written, with respect to such matters. There are no promises, which undertakings, representations or warranties by either party relative to subject matter hereof not expressly set forth in the parties acknowledge have been merged into such documentsTransaction Documents. The Disclosure Schedule and all exhibits to this Agreement are hereby incorporated by reference in, exhibits and schedulesmade a part of, this Agreement as if set forth in full herein.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties hereto acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules Exhibits thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits documents and schedulesexhibits.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain Documents set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandingscontemporaneous agreements, negotiations and understandings between the parties, both oral or and written, with respect to such matters. There are no promises, which undertakings, representations or warranties by either party relative to the parties acknowledge have been merged into such documentssubject matter hereof not expressly set forth in the Transaction Documents. The Disclosure Schedule and all exhibits to this Agreement are hereby incorporated by reference in, exhibits and schedulesmade a part of, this Agreement as if set forth in full herein.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company and the Purchasers will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company and the Purchasers will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties Company and the Investor with respect to the subject matter hereof matters covered herein and thereof therein and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits documents and schedulesexhibits.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, thereto contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the such parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits exhibits, and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, Documents contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits documents and schedulesexhibits.

Entire Agreement. The Transaction Documents, together with the exhibits exhibits, schedules and schedules the Disclosure Letter thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matterssubject matter, which the parties acknowledge have been merged into such documents, exhibits and schedules. The Company confirms that, except for the investment in the Securities as set forth in this Agreement, no Investor has made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties Company and the Investor with respect to the subject matter hereof matters covered herein and thereof therein and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties Parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain Documents set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof and supersede supersedes all prior agreements and understandingscontemporaneous agreements, negotiations and understandings between the parties, both oral or and written, with respect to such matters. There are no promises, which undertakings, representations or warranties by either party relative to subject matter hereof not expressly set forth in the parties acknowledge have been merged into such documentsTransaction Documents. All exhibits to this Agreement are hereby incorporated by reference in, exhibits and schedulesmade a part of, this Agreement as if set forth in full herein.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof supersede and supersede void all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company will execute and deliver to the Investors such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company and the Purchaser will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with Documents (including the exhibits Schedules and schedules Exhibits hereto and thereto, ) contain the entire understanding of the parties with respect to the subject matter hereof transactions contemplated hereby and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedulesthereby.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain Documents set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandingscontemporaneous agreements, negotiations and understandings between the parties, both oral or and written, with respect to such matters. There are no promises, which undertakings, representations or warranties by either party relative to subject matter hereof not expressly set forth in the parties acknowledge have been merged into such documentsTransaction Documents. All exhibits to this Agreement are hereby incorporated by reference in, exhibits and schedulesmade a part of, this Agreement as if set forth in full herein.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, and including the Disclosure Letter, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules theretothereto and the Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged incorporated into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain Documents constitute the entire understanding of agreement between the parties with respect Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and scheduleshereof.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties Parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties Parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matterssubject matter, which the parties acknowledge have been merged into such documents, exhibits and schedules; provided that the foregoing shall not have any effect on any agreements that a Purchaser has entered into with the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Purchaser in the Company.

Entire Agreement. The Transaction Documents, together with the their exhibits and schedules theretoschedules, contain the entire understanding of the parties with respect to the their subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such these matters, which the parties acknowledge have been merged into such documents, the Transaction Documents and their exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules theretothereto (including the Disclosure Schedules), contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. Before or at the Closing, the Company and the Purchasers will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company and the Purchasers will execute and deliver to the other parties such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits exhibits, and schedules.

Entire Agreement. The Transaction DocumentsDocuments and the exhibits, together with the exhibits schedules, documents, certificates and schedules theretoinstruments referred to therein, contain embody the entire agreement and understanding of the parties with Parties in respect to of the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedulestransactions contemplated by this Agreement.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, and any confidentiality agreements between the parties currently in existence, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Pricing Prospectus and Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain Documents set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandingscontemporaneous agreements, negotiations and understandings between the parties, both oral or and written, with respect to such matters. There are no promises, which undertakings, representations or warranties by either party relative to subject matter hereof not expressly set forth in the parties acknowledge have been merged into such documentsTransaction Documents. The Disclosure Schedule and all exhibits to this Agreement are hereby incorporated by reference in, exhibits and schedulesmade a part of, this Agreement as if set forth in full herein.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. Except as specifically set forth herein or in any of the Transaction Documents, neither the Company nor any Purchaser makes any representations, warranties, covenants and undertakings with respect to the matters set forth herein.

Entire Agreement. The Transaction Documents, together with Documents (including the schedules and exhibits hereto and schedules thereto, contain ) constitute the entire understanding of agreement among the parties Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandingsundertakings, oral both written and oral, among the Parties, or writtenany of them, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedulessubject matter hereof. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules Exhibits thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company will execute and deliver to the Investor such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties hereto acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the any exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, discussions, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions, and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits exhibits, and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules theretohereto, contain the entire understanding of the parties Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such mattersmatters (other than confidentiality agreements to which Amicus is a party to with the Purchasers), which the parties Parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, each party will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules; provided, however, that any confidentiality agreements previously entered into between the Company and the Purchaser shall remain in full force and effect.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules theretoExhibits hereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company and the Purchaser will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the ----------------- exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, each party hereto will execute and deliver to any other party hereto such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof Securities and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits, Appendix A and schedules Appendix B, and Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The This Agreement, the Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties solely with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, solely with respect to such matterssubject matter, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, Documents and the Confidentiality Agreements (together with the exhibits and schedules thereto) and the other written agreements entered into between the parties as of the date hereof, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with Documents constitute the exhibits full and schedules thereto, contain the entire understanding of and agreement between the parties with respect regard to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and scheduleshereof.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.. 5.3

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of among the parties hereto with respect to the subject matter hereof and thereof matters hereof, and supersede all prior agreements agreements, negotiations and understandings, oral whether written or writtenoral, with respect to the such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits, Annexes, and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, each party will execute and deliver to the other parties such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, Documents contain the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof parties, and supersede all prior agreements and contemporaneous agreements, term sheets, letters, discussions, communications and understandings, both oral or and written, with respect to such matters, which the parties acknowledge have been merged into such documentsthe Transaction Documents. Neither party has relied upon any agreement, exhibits assurance, promise, understanding or representation not expressly set forth in the Transaction Documents and scheduleseach party agrees that it may only rely on the agreements, assurances, promises, understandings and representations set forth therein.

Entire Agreement. The Transaction Documents, together with the exhibits exhibits, annexes and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which including, without limitation the parties acknowledge have been merged into such documentsnon-binding term sheet between the Parties dated as of June 13, exhibits and schedules2006.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, and including the Disclosure Schedules, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, Documents contain the entire understanding of between the parties hereto with respect to the subject matter hereof transactions contemplated hereby and thereof thereby and supersede supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with respect regard to such matters, which the parties acknowledge have been merged into such documents, exhibits transactions. All schedules hereto and schedulesany documents and instruments delivered pursuant to any provision hereof are expressly made a part of this Agreement as fully as though completely set forth herein.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such the matters, which the parties acknowledge have been merged into such the documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the documents to be executed thereunder and the exhibits and schedules thereto, contain Schedules attached thereto constitute the entire understanding of agreement between the parties with respect Parties hereto pertaining to the subject matter hereof and thereof and supersede all prior agreements and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, with respect of the Parties pertaining to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedulessubject matter hereof.

Entire Agreement. The Transaction Documents, together with the exhibits Company Schedules and schedules the Exhibits thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules theretothereto (including the Disclosure Schedules), contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.. *************************

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof supersede and supersede replace in their entirety all prior agreements and contemporaneous agreements, discussions, negotiations and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.. 5.4

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with 28 respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matterssubject matter, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with all of the exhibits Exhibits and schedules Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements agreements, understandings, discussions and understandingsrepresentations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction DocumentsDocuments and other documents delivered pursuant hereto, together with including the exhibits hereto and schedules thereto, contain constitute the full and entire understanding of and agreement between the parties with respect regard to the subject matter subjects hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedulesthereof.

Entire Agreement. The Transaction Documents, together with the any exhibits and any schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. The Disclosure Schedules are incorporated by reference herein and are included as part of the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing Date, and without further consideration, the parties will execute and deliver to each other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Entire Agreement. The Transaction Documents, together with the exhibits exhibits, annexes and schedules thereto, contain the entire understanding of the parties Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties Parties acknowledge have been merged into such documents, exhibits exhibits, annexes and schedules.