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

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

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including and the documents and instruments other agreements of the parties referred to herein) (i) constitutes herein 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 hereof and (ii) 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 (including the documents and instruments referred to herein) (i) 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 hereof of this Agreement, and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement 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 hereof hereof, and (ii) this Agreement is not intended to confer upon any other person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) (i) constitutes constitute the entire 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 hereof hereof, and (iib) is are not intended to confer upon any person other than the parties hereto Parent and Stockholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein), the Confidentiality Agreement, and the Transaction Documents (a) (i) constitutes constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) is are not intended to confer upon any person other than the parties hereto (including without limitation any Target employees) any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. This Except as otherwise expressly provided herein, this Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof transactions contemplated hereby and (ii) supersedes all prior arrangements or understandings with respect thereto, written or oral. Nothing in this Agreement, expressed or implied, is not intended to confer upon any person or entity, other than the parties hereto or their respective successors, any rights rights, remedies, obligations, or remedies hereunderliabilities under or by reason of this Agreement.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including together with the Exhibits hereto, the Confidentiality Agreement and the other documents and the instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof hereof, and (iib) except as provided in Sections 6.6, 6.8 and 6.9(c), 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 (including the documents and instruments referred to herein) (ia) constitutes the entire agreement and supersedes all other prior agreements and understandingsagreements, both written and oral, among the parties with respect to the subject matter hereof and (iib) 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 (including the together with any other documents and instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereto and (iib) 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 (including the documents and instruments referred to herein) (ia) constitutes the entire agreement and supersedes all other prior agreements and understandingsagreements, both written and oral, among the parties with respect to the subject matter hereof and (iib) is not intended to confer upon any person Person, other than the parties hereto and any transferee who has acquired Common Units and executed a joinder pursuant to Section 3.3 hereto, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (ia) 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 hereof and thereof, and (iib) is except as provided in Section 6.15 hereof, are not intended to confer upon any person other than the parties hereto and thereto any rights or remedies hereunderhereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including Agreement, the documents Confidentiality Agreement, and instruments the other agreements of the parties referred to herein) (i) constitutes herein 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 hereof and (ii) 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 (including including, without limitation, the documents and instruments referred to herein) ), (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the documents Schedules and instruments referred to herein) (iExhibits) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person hereof, other than the parties hereto any rights or remedies hereunderConfidentiality Agreement, which shall survive the execution and delivery of this Agreement.

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

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including Agreement, together with the documents Confidentiality Agreements and instruments referred to herein) (i) the other Transaction Agreements, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than thereof and supersedes all prior agreements and understandings, 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 (including the documents and instruments referred to herein) (ia) constitutes the entire agreement and supersedes all other prior agreements and understandingsagreements, both written and oral, among the parties with respect to the subject matter hereof and (iib) is not intended to confer upon any person Person, other than the parties hereto hereto, except as provided in Section 3.6(a) and Section 3.6(b), any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (ia) 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 hereof and thereof, and (iib) is are not intended to confer upon any person other than the parties hereto and thereto any rights or remedies hereunderhereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents documents, exhibits and instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements agreements, and understandingsunderstandings and communications, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) except as provided in Section 6.16 hereof, 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 (including and the documents and instruments other agreements referred to herein) (i) constitutes herein 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 hereof of this Agreement. This Agreement, other than Sections 7.4 and (ii) 10.2, 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. (a) This Agreement (including and the documents and instruments agreements referred to herein) (i) constitutes in Sections 1.9 and 5.3 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 hereof and (ii) is not intended to confer upon any person hereof, other than the parties hereto any rights or remedies hereunderConfidentiality Agreement, which shall survive the execution and delivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (i) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) hereof. This Agreement 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 (including the documents and the instruments referred to hereinherein and therein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandingsunder- standings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) except as provided in Section 6.9 hereof is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including together with the Confidentiality Agreement and the other documents and the instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) except as provided in SECTION 7.6, is not intended to confer upon any person Person other than the parties hereto hereto, the Affiliated Transaction Committee and the Contingent Payment Record Holders any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and (iib) other than Section 7.6 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person hereof, other than the parties hereto any rights or remedies hereunderConfidentiality Agreement, which shall survive the execution and delivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including and the documents and instruments other agreements referred to herein) (i) constitutes herein 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 hereof and (ii) of this Agreement. This Agreement, other than Section 7.4, 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 (including the documents and instruments referred to hereinherein including all of the voting agreements referenced herein between the shareholders of the Company and Parent) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) 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 (including the documents and instruments referred to herein) (i) 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 hereof of this Agreement, and (ii) 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. (a) This Agreement (including the documents EXHIBITS and instruments referred to herein) (iSCHEDULES hereto) constitutes 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 hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunderthereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) (i) 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 hereof hereof, and (iib) is are 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 (including the documents and instruments referred to herein) (ia) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof of this Agreement and (iib) is except for the provisions of Section 6.4 which shall inure to the benefit of and be enforceable by the persons referred to therein, are not intended to confer upon any person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including together with the Confidentiality Agreement and the documents and instruments referred to hereindelivered by the parties in connection with this Agreement) (ia) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof; and (iib) is not intended to confer upon any person other than solely for the benefit of the parties hereto and their respective successors, legal representatives and assigns and does not confer on any other person any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the documents Schedules and instruments referred to herein) (iExhibits and Annex 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 hereof and (ii) is not intended to confer upon any person hereof, other than the parties hereto any rights or remedies hereunderConfidentiality Agreement, which shall survive the execution and delivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the documents Schedules and instruments referred to herein) (iExhibits) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person hereof, other than the parties hereto any rights or remedies hereunderConfidential Information Agreement, which shall survive the execution and delivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (i) constitutes 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 hereof and (ii) is 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 (including the documents and instruments referred to herein) (ia) 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 hereof of this Agreement and (iib) is except for the provisions of Article II and Section 5.06, are not intended to confer upon any person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) Agreement, (i) 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 hereof of this Agreement and (ii) except for the provisions of ARTICLE III and SECTION 8.2, is not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunder.remedies. [SIGNATURE PAGE FOLLOWS] SIGNATURES ----------

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

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including and the documents and instruments other agreements referred to herein) (i) constitutes herein 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 hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunderthereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the documents and instruments referred to referenced herein) (i) constitutes and the Confidentiality Agreement 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 hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunderthereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement agreement, and supersedes 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 hereof and (ii) thereof and, except as set forth in Section 6.08, is not intended to and shall not confer upon any person other than the parties hereto Parties any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents and instruments referred to herein) herein (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) except in respect of Section 9, is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein), (a) (i) constitutes constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) is except as provided in SECTION 5.8 and SECTION 5.11 of this Agreement and this SECTION 8.5, are not intended to confer upon any person Person other than the parties hereto any rights or remedies hereunderhereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including and the documents and instruments other agreements referred to herein) (i) constitutes herein or executed contemporaneously herewith 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 hereof and (ii) 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 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. 30.1 This Agreement (including the exhibits hereto and the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof hereof, and (ii) is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including Agreement, the documents Confidentiality Agreement, and instruments the other agreements of the parties referred to herein) (i) constitutes herein -59- 64 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 hereof and (ii) 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 (including the documents and the instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) except as provided in Article VII, 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 (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is of this Agreement. This Agreement shall not intended to confer upon any person other than the parties hereto any rights or remedies hereunderupon any Person other than the Parties and their respective successors and permitted assigns.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (ia) 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 hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.with

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including and the documents and instruments other agreements referred to herein) (i) constitutes herein 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 hereof and (ii) is not intended to confer upon any person hereof, other than the parties hereto any rights or remedies hereunderConfidentiality Agreement, which shall survive the execution and delivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) except as provided in Section 6.14 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.; provided that the Confidentiality Agreement shall remain in full force and effect until the Effective

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, the documents and instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (iib) is not intended to confer upon any person Person other than the parties hereto and the proxies appointed in Section 4.1 any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) hereof, and, 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 (including the documents and the instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) except as provided in Section 6.17 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the documents Schedules and instruments referred to hereinExhibits) (i) constitutes consti- tutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person hereof, other than the parties hereto any rights or remedies hereunderConfidentiality Agreement, which shall survive the execution and delivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) thereof, and 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 (including together with the documents and instruments referred to hereindelivered by the parties in connection with this Agreement) (ia) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (iib) except as provided in Section 4.13, is not intended to confer upon any person other than solely for the benefit of the parties hereto and their respective successors, legal representatives, and assigns and does not confer on any other person any rights or remedies hereunder.. 7.8

Entire Agreement; No Third-Party Beneficiaries. 16 This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) 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 (including the documents and the instruments referred to herein) (i) constitutes the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (ii) is are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement, the Confidentiality Agreement (including and the documents and instruments other agreements of the parties referred to herein) (i) constitutes herein 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 hereof and (ii) 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 (including the documents and instruments referred to herein) (ia) 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 hereof of this Agreement and (iib) is not intended to confer upon any person other than the parties hereto (and their respective successors and assigns) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) ): (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) except as provided in SECTION 5.10 hereof, 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 (including the documents and instruments referred to herein) (i) 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 hereof and (ii) is are not intended to confer and shall not upon any person Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof Merger; and (iib) 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 (including the documents and instruments referred to herein) (i) constitutes the entire agreement agreement, and supersedes all prior agreements agreements, representations and warranties, and understandings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person hereof, other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement. The parties hereto acknowledge and agree that, except as otherwise expressly set forth in this Agreement, the rights and obligations of NEON and Globix under any rights or remedies hereunderother agreement between the parties not relating to the subject matter hereto shall not be affected by any provision of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (A) This Agreement (including the documents Exhibits and instruments referred to hereinSchedules hereto) (i) 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 hereof and (ii) 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 (including together with the documents and instruments Warrant Agreement, to the extent referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) hereof. This Agreement is not intended to and shall not confer upon any person other than the parties hereto any legal or equitable rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents and instruments referred to herein) , (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (iib) except for the provisions of Section 7.8, 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 (including and the documents other agreements contemplated hereby and instruments referred to herein) (i) constitutes delivered pursuant hereto and thereto constitute the entire agreement agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) thereof and, except as otherwise expressly provided herein including, without limitation, in Section 4.6 hereof, is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to hereinherein and therein): (a) (i) constitutes constitute the entire 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 hereof and thereof, and (iib) is except as provided in Section 6.7 are 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 (including the documents and instruments referred to herein) (ia) constitutes the entire agreement and (except with respect to Excluded Assets and any agreements entered into contemporaneously herewith) supersedes all other prior agreements and understandingsagreements, both written and oral, among the parties with respect to the subject matter hereof hereof, including, without limitation, the Term Sheet, and (iib) is not intended to confer upon any person Person, other than the parties hereto and their successors and permitted assigns, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (iib) is not intended to confer upon any person Person, other than the parties hereto (or with respect to Section 4.3, the parties referenced therein), any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof hereof, and (iib) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder, other than the persons intended to benefit from the provisions of Section 6.8 (Indemnification and Insurance), who shall have the right to enforce such provisions directly.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents documents, exhibits and instruments referred to herein) (ia) constitutes the entire agreement and supersedes all prior agreements agreements, and understandingsunderstandings and communications, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) is not intended to confer upon any person other than the parties hereto to this Agreement any rights or remedies hereunderunder this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents and instruments referred to herein) , (ia) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandingsunderstandings relating to such subject matter, both written and oral, among the parties with respect to the subject matter hereof and (iib) is not intended to confer upon any person Person other than the parties hereto (and their permitted assigns) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all a prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) 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 (including the documents and the instruments referred to herein) ): (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) except as provided in Sections 5.10 and 5.15 hereof 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 (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) 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 (including the documents and instruments referred to herein) (i) constitutes the entire agreement agree ment and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) 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 (including the documents and instruments referred to herein) (i) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) 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. (a) This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes supersedes, except as set forth in SECTION 5.2, all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person hereof, other than the parties hereto any rights or remedies hereunderConfidentiality Agreement, which shall survive the execution and delivery of this Agreement.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (ia) constitutes the entire agreement and supersedes all other prior agreements and understandingsagreements, both written and oral, among the parties with respect to the subject matter hereof and (iib) is not intended to confer upon any person Person, other than the parties hereto hereto, except as provided in Section 6.8(a) and Section 6.8(b), any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including together with the other documents and instruments referred to herein) (i) forming part of the Transactions constitutes the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof of those agreements and (iib) is are not intended to confer upon any person Person other than the parties hereto to those agreements and the officers and directors of the Company any rights or remedies hereunderunder this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (ia) 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 hereof hereof, and (iib) other than SECTION 6.11 (which is intended to be for the benefit of the persons covered thereby and may be enforced by such persons), are 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 (including the documents and the instruments referred to hereinherein and therein) (ia) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (iib) 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 (including the documents and instruments referred to herein) (iherein)(i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.