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

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties Parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Transaction Agreement and to the other agreements referred to herein constitute extent referenced herein, constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties hereto with respect to the subject matter of this Agreement. This Agreement hereof and is not intended to confer upon any person Person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement and is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement , and is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein Merger Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to and does not confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder (except the rights conferred upon those persons specified as proxies in Section 4).

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person Person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein Merger Agreement constitute the entire agreement, and supersede all other prior agreements and agreements, understandings, representations and warranties both written and oral, among the parties parties, with respect to the subject matter of this Agreementhereof. This Agreement is not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein entered into in connection with the transactions (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is and (b) except for the provisions of Section 3.1 are not intended to confer upon any person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among between the parties hereto with respect to the subject matter of hereof and this Agreement. This Agreement is not intended to and shall not confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement. This Except as expressly provided herein, this Agreement is not intended to confer upon any person Person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements and documents referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties Parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the other Transaction Agreements, the exhibits and the schedules and the other agreements referred documents delivered pursuant to herein constitute this Agreement) constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof and, except for the provisions of this Agreement. This Agreement Sections 2.04, 5.02 and 5.03 hereunder, is not intended to confer upon any person Person other than the parties Parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the other agreements instruments referred to herein herein) (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is and (b) are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the schedules and the other agreements referred annexes to herein constitute this Agreement) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Nothing herein, express or implied, is not intended to or shall confer upon any person Person other than the parties to this Agreement and their permitted assigns any rights rights, benefits or remediesremedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein entered into in connection with the transactions (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is and (b) are not intended to confer upon any person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and shall supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is agreement and are not intended to confer upon any person Person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement between the parties with respect to the subject matter of this Agreement and supersede supersedes all prior agreements and understandings, both written oral and oralwritten, among between the parties with respect to the subject matter of this Agreement. This No provision of this Agreement is not intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties any rights or remedieshereto and their respective successors and assigns.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute sets forth the entire agreement, and supersede all prior agreements and understandings, both written and oral, among agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein. No provision of this AgreementAgreement may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct. This Agreement Except as otherwise expressly stated herein, there is not intended no condition precedent to confer upon the effectiveness of any person other than the parties any rights provision hereof or remediesthereof.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute Agreement, constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This , and this Agreement is not intended to confer upon any person person, other than the parties hereto, any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Section 5.04, is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement The Transaction Agreements (including the documents and the other agreements instruments referred to herein therein and any other writings signed by each of the Parties with respect to any related matters) (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement. This Agreement is thereof, and (b) are not intended to confer upon any person or entity other than the parties Parties thereto any rights or remediesremedies thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This , and this Agreement is not intended to confer upon any person person, other than the parties hereto, any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies, except Section 5.06(c), Section 5.06(d) and Section 5.07.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Except as expressly provided herein, this Agreement is not intended to confer upon any person Person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement among the parties hereto and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This , and this Agreement is not intended to confer upon any person person, other than the parties hereto, any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute Schedules and Exhibits attached hereto and the Transaction Documents, represent the entire agreement, and supersede all prior agreements and understandings, both written and oral, among agreement of the parties with respect to undersigned regarding the subject matter of this Agreementhereof, and supersedes all prior written or oral understandings or agreements between the parties. This Agreement is not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement. This Except as expressly provided herein, this Agreement is not intended to confer upon any person Person other than the parties Parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein or executed contemporaneously herewith constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party. This Agreement Agreement, other than as provided in Sections 6.01 and 6.02, is not intended to confer upon any person Person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. No provision of this Agreement. This Agreement is not intended to confer upon any person Person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Transaction Agreement (together with the Confidentiality Agreements, the Merger Agreement and the any other agreements documents and instruments referred to herein constitute herein) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereto and is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Section 7.4, is not intended to confer upon any person other than the parties any rights or remedies.Person

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Nothing herein, express or implied, is not intended to or shall confer upon any person other than the parties to this Agreement and their permitted assigns any rights rights, benefits or remediesremedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the other agreements instruments referred to herein herein) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement. This Agreement is and are not intended to confer upon any person Person other than the parties Parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the exhibits and the other agreements documents referred to herein constitute herein, is the product of both of the parties hereto, and constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the agreement between such parties with respect pertaining to the subject matter of this Agreementhereof. This Agreement Agreement, including the exhibits and other documents referred to herein, is not intended to confer upon any person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement. This Except as expressly provided herein, and except for the investors in the Capital Raise, who will be deemed third party beneficiaries hereof, this Agreement is not intended to confer upon any person Person other than the parties Parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, except as provided in the other agreements referred to herein constitute last sentence of Section 6.2, constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement Agreement, except for the provisions of Section 6.9, is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede 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. This Agreement is not intended to shall confer upon any person Person other than the parties hereto and their permitted assigns any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Section 5.04 and Section 5.08, is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Sections 6.04 and 6.06 is not intended to confer upon any person Person other than the parties hereto any rights or remedies.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein entered into in connection with the transactions contemplated hereby (a) constitute the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties Parties with respect to the subject matter of this Agreement. This Agreement is and, (b) except for the provisions of Article II and Section 5.8, are not intended to confer upon any person Person other than the parties Parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute is the entire agreementagreement between the parties concerning its subject matter, and supersede supersedes all prior agreements and understandings, both written whether or not written, and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein or executed contemporaneously herewith constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than as provided in Section 6.03, is not intended to confer upon any person Person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute ---------------------------------------------- constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement and is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and is not intended to confer upon any person Person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreementagreement of the parties hereto, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement , and is not intended to confer upon any person other than the parties hereto any rights or remedies.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement is not intended to and does not confer upon any person Person, other than the parties and, with respect to Section 2.06, Indemnified Persons, any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, except as provided in the other agreements referred to herein last sentence of Section 7.2, constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement Agreement, except for the provisions of Section 7.8, is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein Transaction Agreements constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is hereof and thereof and, except for Article V, are not intended to confer upon any person Person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein or executed contemporaneously herewith constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto. This Agreement Agreement, other than as provided in Sections 6.2 and 6.3, is not intended to confer upon any person Person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, including the documents and the other agreements instruments referred to herein and therein, constitute the entire agreement, agreement and 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. This Agreement is not intended shall be construed to confer upon give any person other than the parties to this Agreement or their respective successors or permitted assigns any rights legal or remediesequitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein Transaction Agreement (a) constitute the entire agreement, and 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. This Agreement is hereof and thereof and (b) are not intended to and shall not confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Sections 5.05 and 8.02, is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Section 5.07, is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements all documents and instruments referred to herein constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is ; and are not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Merger Agreement and the other agreements referred to herein constitute Transaction Documents) (i) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein referenced herein, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is and (b) are not intended to confer upon any person Person other than the parties hereto and thereto any rights or remediesremedies (other than the Released Parties).

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the together with all other agreements executed by the parties hereto on the date hereof (including the documents and instruments referred to herein constitute herein), except the letter agreement referenced in Section 1(b) or as otherwise provided in the Merger Agreement (i) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein Agreement, together with Annex A hereto, constitute the entire agreement, and 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 Agreementhereof and thereof. This Agreement Agreement, except for the provisions of Section 5.7, is not intended to and shall not confer upon any person Person other than the parties hereto any rights or remedieshereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute (including Exhibit A hereto) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties agreement with respect to the subject matter hereof between the parties, and supersedes all other prior agreements, understandings and undertakings among the parties hereto or any of this Agreementtheir Affiliates with respect to the subject matter hereof between the parties. This Agreement is not intended to to, and does not confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the ------------------------------------------------------- other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute Agreement, constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement Agreement, except for the provisions of Article VIII and Section 5.10, is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with any ancillary agreements and the any other agreements documents and instruments referred to herein constitute herein) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein entered into in connection with the transactions (i) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is and, (ii) except for the provisions of Article I and Section 4.8 are not intended to confer upon any person Person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein Transaction Agreements constitute the entire agreement, and supersede supercede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is hereof and thereof and are not intended to confer upon any person Person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Merger Agreement and the other agreements referred to herein constitute entered into in connection with the Merger) (a) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the other agreements instruments referred to herein constitute herein) constitutes the entire agreementagreement between the parties, and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of hereof. Except as provided in Section 7.2, this Agreement. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.. 10.5

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and and, except as otherwise expressly provided herein, supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties Parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedieshereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement among the parties hereto and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This , including without limitation the February Letter Agreement, and this Agreement is not intended to confer upon any person person, other than the parties hereto, any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the other agreements instruments referred to herein constitute herein) (a) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) except for the provisions of this Agreement. This Agreement Section 5.7, is not intended to confer upon any person other than the parties any rights or remedies.remedies hereunder. SECTION 9.7

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute contains the entire agreementagreement and understanding among the parties, and supersede supersedes all prior written or oral agreements and understandings, both written and oral, among the parties with respect understandings relating to the subject matter of this Agreement. This Except with regards to the obligations to Covered Persons as set forth in Section 4 or as otherwise specifically provided in this Agreement, this Agreement is not intended to confer upon any person other than the parties any rights or remediesremedies under this Agreement.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein entered into in connection with the transactions contemplated hereby (a) constitute the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is and, (b) except for the provisions of Article II, Section 5.10, Section 5.11, and Section 5.12 are not intended to confer upon any person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is and except for the provisions of Section 4.06 and Section 4.09, are not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Sections 7.4 and 7.8, is not intended to confer upon any person Person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement of the parties and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.. 9.5

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement is not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is agreement and are not intended to confer upon any person Person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and (together with the other agreements Merger Agreement to the extent referred to herein constitute herein), (i) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including all schedules, exhibits and the other agreements referred to herein constitute annexes hereto) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among agreement of the parties hereto with respect to the subject matter of this Agreement. This Agreement is not intended hereof and merges all prior negotiations, agreements and understandings, oral or written, with respect to confer upon any person such matters (other than as set forth in the parties any rights or remediesConfidentiality Agreement).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits and the other agreements referred to herein constitute Annexes attached hereto and incorporated herein) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute Existing Agreement constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement together with the Merger Agreement and the other agreements referred to herein constitute agreement mentioned therein constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among complete agreement of the parties with respect to the subject matter of this Agreementhereof and supersedes all prior discussions, negotiations and understandings. This Agreement is not intended solely for the benefit of the parties hereto and no provision of this Agreement shall be deemed to confer any remedy, claim or right upon any person other than the parties any rights or remediesthird party.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties Parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement set forth all of the promises, covenants, agreements, conditions and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among undertakings between the parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous agreements and understandings, negotiations, inducements or conditions, express or implied, oral or written, among the parties. This Agreement is not intended to confer upon any person Person other than the parties any rights or remediesremedies under this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the other Transaction Documents and the other agreements referred to herein constitute Certificate of Designations, constitutes the entire agreement, and supersede 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. This Agreement is not intended to shall confer upon any person Person other than the parties hereto and their permitted assigns any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer any rights or remedies upon any person other than the parties any rights or remedieshereto.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof, and is not intended to confer upon any person stockholder, employee, director, officer or other Person other than the parties hereto any rights or remedies.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the other Transaction Documents and the other agreements referred to herein Confidentiality Agreement, constitute the entire agreement, agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both written and oral, among between the parties and/or their affiliates with respect to the subject matter hereof. Except as expressly set forth in Article X, no provision of this Agreement. This Agreement is not intended to shall confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than as provided in Sections 3.01(b), 5.01(a), 5.04(b), 6.12 and 6.14, is not intended to confer upon any person Person other than the parties any rights or remedies.