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

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements Confidentiality Agreement (including the Confidentiality Agreement documents and the documents and instruments referred to herein or and therein) ): (a) constitutes constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement hereof, and (b) except for other than the provisions of Section 6.75.9 hereof, nothing expressed or implied in this Agreement is not intended or will be construed to conferconfer upon or give to any person, nor shall it confer, upon any Person firm or corporation other than the parties hereto any rights or remedies under or benefits by reason of this Agreement or any nature whatsoevertransaction contemplated hereby.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or thereinherein) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement and (b) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other The Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or thereinherein, the Annexes hereto, the Parent Disclosure Schedule and the Company Disclosure Schedule) and the Confidentiality Agreement (a) constitutes constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement hereof and thereof and (b) except for as set forth in the provisions of Section 6.7other Transaction Agreements, is are not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Section 6.75.9, is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, except as provided in the last sentence of Section 5.4 and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) first sentence of Section 4.4, constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oraloral (including the Original Merger Agreement), among the parties with respect to the subject matter of this Agreement and (b) hereof. This Agreement, except for the provisions of Section 6.75.8 and Section 5.13, is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or thereintherein and including the Company Disclosure Letter) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein attached thereto as exhibits or thereinschedules or delivered in connection therewith) and the Confidentiality Agreement (ai) constitutes constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement hereof, and (bii) except for the provisions of Section 6.7, is are not intended to confer, nor and shall it confer, not confer upon any Person other than the parties hereto any rights rights, benefits or remedies or benefits of any nature whatsoeverwhatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) Documents constitutes the entire agreementagreement of the Parties relating to the matters contained herein, and supersedes supersede all prior agreements and contracts, agreements, representations, warranties or understandings, both written and oralwhether oral or written, among the parties with respect relating to the subject matter of matters contained herein. Except as provided in Article 10, this Agreement and (b) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, confer upon any Person other than the parties not a party hereto any rights or remedies or benefits of any nature whatsoeverhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Except as set forth in Section 4, this Agreement, the other Transaction Agreements (including the Confidentiality Agreement Documents, and the documents and instruments referred to herein or and therein) (a) constitutes , constitute the entire agreement, and supersedes all prior agreements and understandings, both written and oral, agreement among the parties with respect to the subject matter hereof, and no other agreements, warranties, representations or covenants regarding the subject matter hereof shall be of this any force of effect unless in writing, executed by the party to be bound thereby and dated on or after the date hereof. This Agreement and (b) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the exhibits and schedules attached hereto and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments agreements expressly referred to herein or therein) (a) herein, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among agreement between the parties with respect to the subject matter of this Agreement Transaction. All prior or contemporaneous agreements, understandings, representations, warranties and (b) except for the provisions of Section 6.7statements, is oral or written, are superseded. The parties do not intended intend to conferconfer any benefit hereunder on any person, nor shall it confer, upon any Person firm or corporation other than the parties hereto any rights or remedies or benefits hereto. The provisions of any nature whatsoeverthis Section 12.3 shall survive the Closing.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (Agreement, including the Confidentiality Agreement and the documents and instruments referred to herein or therein) herein, (ai) constitutes the entire agreement, agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement hereof and (bii) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverhereunder; provided, however, that legal counsel for the parties hereto may rely upon the representations and warranties contained herein and in the certificates delivered pursuant to Sections 6.2(c) and 6.3(c).

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including Documents constitute the Confidentiality Agreement final, complete and exclusive statement of the documents and instruments referred to herein or therein) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among agreement between the parties with respect to the subject matter of hereof and supersede all prior written agreements and all prior or contemporaneous oral agreements with respect to the subject matter hereof. Except as expressly provided herein (including in Section 6.9 and Article IX), this Agreement and (b) except for the provisions of Section 6.7, is shall not intended to confer, nor shall it confer, confer any third-party beneficiary rights or remedies upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverand their respective successors and permitted assigns.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement (provided, however, that the provisions of the Confidentiality Agreement will remain valid and (bin effect) and, except for the provisions of Article II (Effect of the Merger), Section 6.7, 5.7 (Rights Under Stock Plans) and Section 5.11 (Director and Officer Liability) is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverhereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement Agreement, the Confidentiality Agreement, the Transaction Agreements and the exhibits and schedules hereto and thereto and the other Transaction Agreements (including the Confidentiality Agreement and the documents agreements and instruments referred to herein or therein) (a) constitutes of the parties delivered in connection herewith and therewith constitute the entire agreement, agreement and supersedes supersede all prior agreements agreements, understandings, representations and understandingswarranties, both written and oral, among the parties with respect to the subject matter of this Agreement hereof and thereof. Notwithstanding the foregoing, if the Closing occurs, Sections 7.19(b) and (bc) except for supersede the corresponding provisions of Section 6.7, is not intended to confer, nor shall it confer, upon any Person other than in the parties hereto any rights or remedies or benefits of any nature whatsoeverConfidentiality Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the exhibits and schedules hereto), the Settlement Agreement and the other Transaction Agreements (including the Confidentiality Nondisclosure Agreement and the documents and instruments referred to herein or therein) (a) constitutes constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter of this Agreement hereof and (b) thereof and, except for the provisions of Section 6.72.1(a), is not intended to confer, nor and shall it confer, not confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (Documents, including all exhibits and schedules attached hereto and thereto and the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes constitute the entire agreement, agreement and supersedes supersede any and all other prior agreements and understandingsundertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter of hereof. Other than as set forth in Section 9.6, this Agreement does not, and (b) except for the provisions of Section 6.7, is not intended to conferto, nor shall it confer, confer upon any Person other than the parties hereto to this Agreement any rights or remedies or benefits of any nature whatsoeverhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Section 6.75.9, is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, the Supply Agreement, the Commercial Lease Agreement, and the other Transaction Confidentiality Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement hereof and thereof and (b) except for the provisions of Section 6.7, is are not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto any rights or remedies hereunder, and no Person is or benefits of any nature whatsoeveris intended to be a third-party beneficiary thereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein attached thereto as exhibits or thereinschedules or delivered in connection therewith) and the Confidentiality Agreement (ai) constitutes constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement Agreement, and (bii) except for as provided in the provisions of Section 6.7Merger Agreement, is are not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement along with its exhibits and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) schedules: (a) constitutes constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter of this Agreement hereof and thereof; and (b) except for the provisions of Section 6.75.7, is are not intended to confer, nor and shall it confer, not confer upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes constitute the entire agreement, and supersedes all prior agreements and understandings, both written and oral, agreement among the parties with respect to the subject matter hereof, and no other agreements, warranties, representations or covenants regarding the subject matter hereof shall be of this Agreement any force of effect unless in writing, executed by the party to be bound thereby and (b) except dated on or after the date hereof. Except for the provisions of Section 6.79.2, this Agreement is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Section 6.75.9, is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever.. Section 8.7

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including written agreements executed by the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes parties in connection herewith constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and (b) there are no promises, undertakings, representations or warranties by the Company or Parent relative to the subject matter of this Agreement not expressly set forth or referred to herein. This Agreement, except for the provisions of Section 6.75.6, is not intended to confer, nor shall it confer, confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoever.hereunder. Section 8.7

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including Agreement, together with the Confidentiality Agreement and the documents and instruments referred to herein or therein) therein (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Section 6.75.7, is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement exhibits and schedules hereto) and the documents and instruments referred to herein or therein) (a) constitutes Nondisclosure Agreement constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter of this Agreement hereof and (b) thereof and, except for the provisions of Section 6.72.1(a), is not intended to confer, nor and shall it confer, not confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (Documents, including all exhibits and schedules attached hereto and thereto and the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes Agreement, constitute the entire agreement, agreement and supersedes supersede any and all other prior agreements and understandingsundertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter of this hereof. This Agreement (other than Sections 5.11 and (b10.12) except for the provisions of Section 6.7does not, and is not intended to conferto, nor shall it confer, confer upon any Person other than the parties hereto to this Agreement any rights or remedies or benefits of any nature whatsoeverhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Other Transaction Agreements Documents (including together with the Confidentiality Agreement written agreements, Schedules and the documents and instruments certificates referred to herein or thereindelivered pursuant hereto) (a) constitutes constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of hereof. Except as provided in Section 7.03(a) or Article 8, this Agreement and (b) except is for the provisions sole benefit of Section 6.7, the Parties and their permitted assigns and is not intended to confer, nor shall it confer, confer upon any other Person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement documents and the documents and instruments referred to herein or therein) (aherein) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter of this hereof. This Agreement and (b) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever, except that Parent shall be a third-party beneficiary of, and shall be entitled to enforce, the provisions of Article III hereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement The Transaction Agreements and all exhibits and schedules hereto and thereto and the other Transaction Agreements Confidentiality Agreement, taken together, (including the Confidentiality Agreement and the documents and instruments referred to herein or thereini) (a) constitutes constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement matters contemplated hereby and (bii) except for for, from and after the provisions of Section 6.7Closing, is Article XI, are not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto or thereto, as applicable, any rights or remedies or benefits of any nature whatsoeverremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or thereini) (a) constitutes constitute the entire agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto and thereto with respect to the subject matter of transactions contemplated by this Agreement and the other Transaction Agreements and (bii) except for the provisions of Section 6.7, is are not intended to confer, nor shall it confer, confer upon any Person other than (x) the parties hereto or thereto and (y) the BrassRing Indemnitees and the Central Indemnitees, any rights or remedies or benefits of any nature whatsoeverremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, including the Annexes and Schedules hereto, together with the other Transaction Agreements (including Documents and the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) Agreement, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof and thereof. No provision of this Agreement and (b) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto and their permitted assigns any rights or remedies or benefits hereunder, except that Section 8.14 shall be for the benefit of, and enforceable by, each of any nature whatsoeverthe Related Parties.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement Agreement, the Confidentiality Agreement, the Transaction Agreements and the exhibits and schedules hereto and thereto and the other Transaction Agreements (including the Confidentiality Agreement and the documents agreements and instruments referred to herein or therein) (a) constitutes of the parties delivered in connection herewith and therewith constitute the entire agreement, agreement and supersedes supersede all prior agreements agreements, understandings, representations and understandingswarranties, both written and oral, among the parties with respect to the subject matter of this Agreement hereof and thereof. Notwithstanding the foregoing, if the Closing occurs, Sections 6.13(b) and (bc) except for supersede the corresponding provisions of Section 6.7, is not intended to confer, nor shall it confer, upon any Person other than in the parties hereto any rights or remedies or benefits of any nature whatsoeverConfidentiality Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (---------------------------------------------- Agreement, including the Confidentiality Agreement and the documents and the instruments referred to herein or and therein) (a) constitutes , constitute the entire agreement, agreement and supersedes supersede all prior agreements agreements, negotiations, arrangements and understandings, both written and oral, among the parties with respect to the subject matter of hereof and thereof. Nothing in this Agreement and (b) except for the provisions of Section 6.7, is not intended shall be construed to confer, nor shall it confer, upon give any Person person other than the parties hereto to this Agreement or their respective successors or permitted assigns any rights legal or remedies equitable right, remedy or benefits claim under or in respect of any nature whatsoeverprovision contained herein.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, together with the other Transaction Agreements (including the Confidentiality Agreement Documents and the documents and instruments referred to herein or therein) (a) Certificate of Designation, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof and thereof. No provision of this Agreement and (b) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto and their permitted assigns any rights or remedies or benefits hereunder; provided that Section 7.14 shall be for the benefit of any nature whatsoever.and fully enforceable by each of the Non-Recourse Parties. Section 7.07

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (Documents, including the Confidentiality Agreement all exhibits and the documents and instruments referred to herein or therein) (a) constitutes schedules attached hereto, constitute the entire agreement, agreement of the Parties and supersedes supersede any and all other prior agreements and understandingsundertakings, both written and oral, among the parties Parties, or any of them, with respect to the subject matter of this hereof. This Agreement and (b) except for the provisions of Section 6.7other Transaction Documents do not, is and are not intended to conferto, nor shall it confer, confer upon any other Person any right, benefit or remedy hereunder (other than the parties hereto any rights or remedies or benefits of any nature whatsoeveras provided expressly in Sections 6.6(d) and 6.7(b) and Article 8).

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including Documents constitute the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes the entire agreementfinal, complete, and supersedes all prior agreements and understandings, both written and oral, among exclusive statement of the agreement between the parties with respect to the subject matter of hereof and supersede all prior written agreements and all prior or contemporaneous oral agreements with respect to the subject matter hereof. Except as expressly provided herein (including in Section 5.5, Section 5.8, Section 10.13 and Article VII), this Agreement and (b) except for the provisions of Section 6.7, is shall not intended to confer, nor shall it confer, confer any third-party beneficiary rights or remedies upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverand their respective successors and permitted assigns.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) Documents (a) constitutes constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement hereof and thereof and (b) except for the provisions of Section 6.7, is shall not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto Parties any rights (including third-party beneficiary rights or otherwise) or remedies or benefits of any nature whatsoeverhereunder, except pursuant to Section 8.9 hereof.

Entire Agreement; No Third-Party Beneficiaries. (i) This Agreement, the Confidentiality Agreement, the Merger Agreement, the other Transaction Agreements, the Lane/GBC Tax Allocation Agreement and the other Transaction Agreements (including the Confidentiality Agreement exhibits and schedules thereto and the documents other agreements and instruments referred to herein or therein) (a) constitutes of the parties delivered in connection herewith and therewith constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement hereof and (b) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverthereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Agreements (including the Confidentiality Agreement exhibits and schedules hereto and the documents and instruments referred to herein or thereinConfidentiality Agreement) (a) constitutes constitute the entire agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter of this Agreement hereof and (b) thereof and, except for the provisions of Section 6.76.9 (which shall be for the benefit of the Covered Persons), is not intended to confer, nor and shall it confer, not confer upon any Person person other than the parties hereto any rights or remedies or benefits of any nature whatsoeverhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and together with the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes Documents constitute the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof and thereof; provided that neither this Agreement nor any other Transaction Document shall supersede the Letter of Intent or any definitive agreement resulting from the Letter of Intent. No provision of this Agreement and (b) except for the provisions of Section 6.7, is not intended to confer, nor shall it confer, confer upon any Person other than the parties hereto and their permitted assigns any rights or remedies or benefits of any nature whatsoeverhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Agreement, each other Transaction Agreements (including the Confidentiality Agreement Document and the documents referenced herein and instruments referred to herein or therein) therein (a) constitutes constitute the entire agreement, agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement hereof and (b) except for the provisions of other than as set out in Section 6.76.10 and Section 6.11 and Section 6.19 (with respect to indemnification only), is not intended to confer, nor shall it confer, confer any rights or remedies upon any Person other than the parties Parties hereto any rights or remedies or benefits of any nature whatsoeverand thereto.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, including all exhibits and schedules attached hereto, the Joint Issues Agreement and the other Transaction Agreements agreements referenced herein, constitute the entire agreement and supersede any and all other prior agreements and undertakings (including the Confidentiality Agreement and the documents and instruments referred to herein or therein) (a) constitutes the entire agreement, and supersedes all prior agreements and understandingsAgreement), both written and oral, among between the parties hereto, or either of them, with respect to the subject matter of this Agreement hereof and (b) except for the provisions of Section 6.7does not, and is not intended to conferto, nor shall it confer, confer upon any Person other than the parties hereto and those Persons identified in Section 6.9 and 6.10 any rights or remedies or benefits of any nature whatsoeverhereunder.