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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement and (b) is not intended to confer upon any Person, Person other than the parties hereto, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (b) is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

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

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

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

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (ai) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (bii) is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and supersedes all other prior agreements, understandings and representations, both written and oral, among the parties with respect to the subject matter hereof and (bii) is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) thereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof and thereof. This Agreement is not intended to confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among between the parties Parties with respect to the subject matter hereof and (b) supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. This Agreement does not, and is not intended to to, confer upon any Person, other than the parties hereto, any rights or remedies hereunderupon any person other than the Parties.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) hereof. This Agreement is not intended to confer upon any Person, Person other than the parties hereto, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and amends, restates and supersedes the Old Agreement and all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (b) is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter hereof and (b) hereof. Nothing in this Agreement, express or implied, is not intended to or shall confer upon any Personother Person any right, other than the parties hereto, benefit or remedy of any rights nature whatsoever under or remedies hereunderby reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Merger Agreement (a) to the extent referenced herein, constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among between the parties hereto with respect to the subject matter hereof and (b) is not intended to confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) is not intended to confer upon any Personperson, other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement is not intended to and shall not confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) ---------------------------------------------- constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ai) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof of this Agreement and (bii) is not intended to confer upon any Person, Person other than the parties hereto, hereto any rights (except the rights conferred upon those Persons specified as proxies in Section 4) or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement, (a) constitutes constitute the entire agreement agreement, and supersedes supersede all other prior agreementsagreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof of this Agreement and (b) is are not intended to and do not confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, taken together with the Disclosure Schedules and the Transaction Documents, (a) constitutes the entire agreement agreement, and supersedes supersede all other prior agreementsagreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof Transactions and (b) is are not intended to confer upon any Person, person other than the parties hereto, Parties any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties heretoparties, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) Agreement, together with the other Transaction Documents, constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) is not intended to confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunderremedies.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereto and (b) is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) Agreement, together with the Exhibits and Schedules attached hereto, constitutes the entire agreement and supersedes any and all other prior agreementsagreements and undertakings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and (b) and, except as otherwise expressly provided herein, is not intended to confer upon any Person, person other than the parties heretoSeller and Purchaser, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) This Agreement constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunderhereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and (b) hereof. This Agreement is not intended to and shall not confer upon any Person, Person other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) Agreement, together with the Schedule attached hereto and the Merger Agreement, constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and (b) thereof. This Agreement is not intended to and shall not confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (b) is not intended to confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties heretohereto and their Permitted Transferees, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ai) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement and (bii) is not intended to confer upon any Person, person other than the parties hereto, hereto and their respective successors and assigns any rights (legal, equitable or remedies hereunderotherwise, except the rights conferred upon those persons specified as proxies in Section 4) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to and does not confer upon any Person, Person other than the parties hereto, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) Agreement, except as provided in the last sentence of Section 6.2, constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) hereof. This Agreement, except for the provisions of Section 6.10, is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement (a) constitutes constitute the entire agreement agreement, and supersedes supersede all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement and (b) is are not intended to confer upon any Person, Person other than the parties hereto, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (bii) except for the provisions of Section 2.08, is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and, except as expressly set forth herein, supersedes any and supersedes all other prior agreementsagreements and undertakings, both written and oral, among the parties Parties, or any of them, with respect to the subject matter hereof and and, except for Section 7.7 (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof of this Agreement and (b) is not intended to confer upon any Person, Person other than the parties hereto, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) except as provided in Section 3.2 with respect to any individual associated with the Principal Stockholder Group, is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunderhereunder upon any Person other than the Parties hereto.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Settlement Agreement (a) constitutes and the Letter Agreement, dated as of the date hereof among the parties hereto, constitute the entire agreement and supersedes supersede all other prior agreementsagreements and understandings, both written and oralverbal, among the parties hereto or any of them with respect to the subject matter hereof and (b) hereof. This Agreement is not intended to confer upon any Person, Person (other than the parties hereto, to this Agreement and the XxXxxx Entities) any rights or remedies hereunderwhatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) Agreement, except as provided in the last sentence of Section 5.3, constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) hereof. This Agreement, except for the provisions of Section 5.11, is not intended to confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and understanding among the parties hereto and supersedes all other prior agreementsand contemporaneous agreements and understandings, both written oral and oralwritten, among the parties hereto with respect to the subject matter hereof and (bii) is not intended to confer upon any Person, other than the parties hereto, except as provided in Sections 4.01 and 4.02, any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and understanding among the parties hereto and supersedes all other prior agreementsand contemporaneous agreements and understandings, both written oral and oralwritten, among the parties hereto with respect to the subject matter hereof and (bii) is not intended to confer upon any Person, other than the parties hereto, except as provided in Section 7 or Section 8, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement among the parties hereto and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) hereof. Nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person, Person other than the parties heretohereto and their respective heirs, successors, legal representatives and permitted assigns, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) amends and restates the Original Agreement and, with the Related Agreements, constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among between the parties Parties with respect to the subject matter hereof and (b) supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. This Agreement does not, and is not intended to to, confer upon any Person, other than the parties hereto, any rights or remedies hereunderupon any person other than the Parties.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof hereof, other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement and (b) except as provided in Section 5.11 (which is intended for the benefit of only the persons specified therein), is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and understanding among the parties hereto and supersedes all other prior agreementsand contemporaneous agreements and understandings, both written oral and oralwritten, among the parties hereto with respect to the subject matter hereof and (bii) is not intended to confer upon any Person, other than the parties hereto, except as provided in Section 7, Section 8 or Section 12(b), any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (bii) is not intended to confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, (a1) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and thereof and (b2) is not intended to confer upon any Person, person or entity other than the parties hereto, hereto and thereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, person other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Annexes hereto (aand any other agreements entered into on or subsequent to the date hereof) constitutes constitute the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among between the parties Parties with respect to the subject matter hereof and (b) hereof, except as regards the Confidentiality Agreement. This Agreement is not intended to to, and does not confer upon any Person, Person other than the parties hereto, Parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement, except for the Confidentiality Agreement and any agreement entered into by the parties on the date of this Agreement, and (b) is except for the provisions of Section 5.05, are not intended to confer upon any Person, person other than the parties hereto, hereto (and their respective successors and assigns) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement among the parties hereto and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) hereof, Nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person, Person other than the parties heretohereto and their respective heirs, successors, legal representatives and permitted assigns, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes supersede all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) thereof and is not intended to confer upon any Person, Person other than the parties hereto, hereto and the MRGA and ECDV Indemnified Persons any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (atogether with the schedules and exhibits attached hereto) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, between or among the parties with respect to the subject matter hereof and (b) hereof. Except as specifically provided herein, this Agreement is not intended to confer upon any Person, Person other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among between the parties with respect to the subject matter hereof of this Agreement and (b) supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. Except as specifically set forth herein, this Agreement is not intended to confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) This Agreement constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Personhereof, other than the parties heretoconfidentiality agreement and Option Agreement entered into by Parent and the Company in connection with the transactions contemplated hereby, any rights or remedies hereunderwhich shall survive the execution and delivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Transaction Documents (a) constitutes constitute the entire agreement agreement, and supersedes supersede all other prior agreementsagreements and understandings, both written and oral, among the parties Parties, or any of them, with respect to the subject matter hereof and thereof and (b) is are not intended to and shall not confer any rights upon any Person, Person other than the parties hereto, any rights or remedies hereunderParties.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes contains the entire agreement understanding of the parties and supersedes all other prior agreements, both written agreements and oral, among understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the subject matter hereof and (b) parties hereto. This Agreement is not intended to and shall not confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) This Agreement constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among between the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Personsupersedes all prior agreements and understandings, other than both oral and written, between the parties hereto, any rights or remedies hereunderwith respect to such subject matter.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and (b) is not intended to confer upon hereof. Nothing in this Agreement shall be construed as giving any Personperson, other than the parties heretohereto and their respective heirs, successors, legal representatives and permitted assigns, any rights right, remedy or remedies hereunderclaim under or in respect of this Agreement or any provision hereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes This Agreement, together with the Settlement Agreement, the Merger Agreement, and any exhibits, annexes or schedules hereto or thereto, constitute the entire agreement and supersedes supersede all other prior agreementsagreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof hereof; provided that, if there is any conflict between this Agreement and (b) is not intended to confer upon any Personthe Merger Agreement, other than the parties hereto, any rights or remedies hereunderthis Agreement shall control.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (aincluding the exhibits and schedules hereto) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter hereof and (b) is not intended to and shall not confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes supersede all other prior agreements, agreements and understandings both written and oraloral (including any letter of intent, among memorandum of understanding electronic communicators, e-mail or term sheet), between the parties Parties with respect to the subject matter hereof and (b) hereof. Except as specifically provided herein, this Agreements is not intended to confer upon any Person, Person other than the parties hereto, Parties any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) hereof. This Agreement is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (bii) except for the last sentence of Section 7, is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes supersede all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and of this Agreement; (b) is not intended intended, and shall not be deemed, to confer upon any Person, Person other than the parties heretohereto and their respective successors and permitted assigns any rights, any rights benefits or remedies hereunderunder this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and and, other than the Prior Stockholders’ Agreement, supersedes all other prior agreements, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and (bii) is not intended to confer upon any Person, person (including any shareholder of any party hereto) other than the parties hereto, hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement and (b) is not intended to confer upon any Person, person other than the parties hereto, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and thereof and (b) is not intended to confer upon any Person, Person other than the parties hereto, hereto and thereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) except as set forth in Section 2.3, Article IX, is not intended to confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement and (b) is are not intended to confer upon any Person, person other than the parties hereto, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) Agreement, including the documents and instruments referred to herein, constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, person other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter hereof and (b) is not intended to and shall not confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) constitutes constitute the entire agreement and supersedes supersede all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (b) except as set forth in Article XI, is not intended to confer upon any Person, Person other than the parties hereto, hereto and thereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (aincluding the documents and the instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (b) is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement including, for the avoidance of doubt, the Relationship Agreement to the extent the terms and transactions contemplated herein conflict with the terms therein, and (b) is not intended to confer upon any Person, Person other than the parties hereto, hereto (and their respective successors and assigns) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the Note, (a) constitutes the entire agreement and supersedes supersede all other prior agreementsagreements and understandings, both whether written and or oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Merger Agreement and the other agreements contemplated hereby, (a) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof; and (b) is not intended to confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (a) constitutes the entire agreement and supersedes any and all other prior agreementsagreements and undertakings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof hereof, and (b) this Agreement is not intended to confer upon any Person, other than the parties hereto, person any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) Agreement, constitutes the entire agreement and supersedes any and all other prior agreementsagreements and undertakings, both written and oral, among the parties Parties, or any of them, with respect to the subject matter hereof and, except as specifically set forth herein, does not and (b) is not intended to to, confer upon any Person, Person other than the parties hereto, Parties any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, except as provided in Article VII, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto and the parties entitled to indemnification or contribution pursuant to Sections 3.2, 3.3 or 3.4 hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement of the parties and supersedes all other prior agreementsagreements and undertakings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and (b) is and, except as otherwise expressly provided herein, are not intended to confer upon any Person, other than the parties hereto, person any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, except as provided in Section 4.4(a) and Section 4.4(b), any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) This Agreement constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Personhereof, other than the parties heretoConfidentiality Agreements, any rights or remedies hereunderwhich shall survive the execution and delivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement and (b) is not intended to confer upon any Person, person other than the parties hereto, hereto and their respective successors and assigns any rights (legal, equitable or remedies hereunderotherwise, except the rights conferred upon those persons specified as proxies in Section 4) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreements, agreements and understandings both written and oral, among the parties with respect to the subject matter hereof of this Agreement and thereof and (b) is shall not intended to confer upon any Person, Person other than the parties hereto, hereto any rights (including third-party beneficiary rights or otherwise) or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (ai) constitutes the entire agreement and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof hereof, including but not limited to prior shareholders agreements, and (bii) is not intended to confer upon any Personrights or remedies hereunder upon, or be enforceable by, any person other than the parties hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement agreement, and supersedes all other prior agreementsagreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof of this Agreement and (b) is not intended to and does not confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder.