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 (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents Exhibits, Schedules and instruments referred to hereinthe Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) (i) constitutes constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among between the parties Parties with respect to the subject matter hereof of this Agreement, and (iib) is except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are not intended to confer upon any person Person other than the parties Parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents Exhibit A and instruments referred to herein) (iExhibit B hereto) 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 between the parties, and (ii) supersedes all other prior agreements, understandings and undertakings among the parties hereto or any of their 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 (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the documents Exhibits hereto and instruments referred to herein) (i) the Company Letter, 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, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 5.05, is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

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 hereof, other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement, and (iib) except as provided in Section 5.9(d) or as otherwise provided herein, is not intended to confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with any Exhibit hereto and the documents and instruments referred to herein) (i) Company Letter, 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, except for the Confidentiality Agreement and the Stockholders Agreements, and (iib) except for the provisions of Section 5.05, is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the documents Exhibits hereto and instruments referred to herein) (i) the Company Letter, 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, except for the Nondisclosure Agreement, and (ii) is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns, and including any Investor made a party hereto in accordance with Section 8.08) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with any Exhibit hereto and the documents and instruments referred to herein) (i) Company Letter, constitutes the entire agreement 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, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 5.06, is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the Company Disclosure Schedule, the exhibits hereto, the documents and instruments relating to the Transactions referred to herein, the Sale and Support Agreement and the Confidentiality Agreement (a) (i) constitutes 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 thereof and (iib) is except for the provisions of Section 6.8 are not intended to and shall not confer upon any person Person other than the parties hereto (andany rights, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights benefits or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents Company Disclosure Letter and the Parent Disclosure Letter, and the Schedules and Exhibits attached hereto) and the other agreements and instruments 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 of this Agreement. This Agreement, other than Section 5.04 (ii) with respect to which the Indemnified Parties shall be third-party beneficiaries), is not intended to confer upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderremedies.

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 (b) except (i) for the Investors, who are intended third party beneficiaries solely with respect to Section 2.2, (ii) the Other Professionals, who are intended third party beneficiaries solely with respect to Article V, (iii) each Principal’s Group, and (iv) as provided in Section 5.8, Section 7.1 and Section 7.2, is not intended to confer upon any person Person, other than the parties hereto (andhereto, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Acquisition Agreement, the Confidentiality Agreement (including the documents and instruments referred to herein) (i) any other agreement expressly contemplated herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties or their affiliates with respect to the subject matter hereof and (ii) is not intended to hereof. Except as expressly set forth in Section 3.08, no provision of this Agreement shall confer upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Company Letter and the Exhibit and Schedules to 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, except for the Confidentiality Agreement and (iib) except for the provisions of Section 5.05 is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the documents Exhibits hereto and instruments referred to herein) (i) the Company Letter, 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, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 6.05, is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the documents Exhibits hereto and instruments referred to herein) (i) the Company Letter, constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof of this Agreement, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 5.04, is not intended to confer upon any person other than the parties hereto Parties (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereoftheir respective successors and assigns) any rights (legal, equitable or remedies hereunderotherwise) or remedies, whether as third-party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the documents Exhibit and instruments referred to herein) (i) Schedule hereto and the Company Letter, 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, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 5.06, is not intended to confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereoftheir respective successors and assigns) any rights (legal, equitable or remedies hereunderotherwise) or remedies, whether as third-party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Investment Agreement (including and the documents and instruments referred to herein) (i) constitutes Confidentiality Agreement, constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes 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 and (ii) is not intended to hereof. Except as expressly set forth in Section 3.08, no provision of this Agreement shall confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein) (i) constitutes , including the Company Disclosure Letter, constitute the entire agreement among 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) is not intended to confer upon any person hereof, other than the parties hereto (and, as provided in Section 4, Confidentiality Agreement which shall survive the Company Releasees execution and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderdelivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to hereinherein or therein) (i) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, 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 any rights or remedies upon any person Person other than the parties hereto (andhereto. For the avoidance of doubt, as provided in this Section 42.10(c) shall not limit or supersede the Merger Agreement or any exhibits, the schedules or other documents attached thereto or contemplated thereby. The Company Releasees and the Shareholder Releasees, who shall be third is an express third-party beneficiaries hereof) any rights or remedies hereunderbeneficiary of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, taken together with the Exhibits hereto, the Company Disclosure Letter and the Confidentiality Agreement, (including the documents and instruments referred to hereina) (i) constitutes constitute the entire agreement agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof Transactions and (iib) is except for Section 6.07 (from and after the Effective Time), Section 9.11(d) and Section 9.12, are not intended to confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderremedies, whether as third-party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits and instruments referred to herein) (ischedules hereto) constitutes the entire agreement agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter hereof and thereof and, except for the provisions of Section 6.9 (iiwhich shall be for the benefit of the Indemnified Parties) and Section 9.5(b) (which shall be for the benefit of the Parent Parties and the Company Parties), is not intended to and shall not confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) 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 confer, nor shall it confer, upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderor benefits of any nature whatsoever, other than the Company which is an express third-party beneficiary of Section 4(c) of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the documents Exhibits attached hereto and the certificates, documents, instruments referred to herein) (i) and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the Parties in respect of its subject matter and supersedes all prior agreements and understandings, both agreements, or representations by or among the Parties, written and or oral, among to the parties with respect extent they relate in any way to the subject matter hereof and (ii) is not intended to confer upon any person other than or the parties hereto (andtransactions contemplated hereby. Except as contemplated by Section 2.4 hereof, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be there are no third party beneficiaries hereof) any having rights under or remedies hereunderwith respect to this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Company Letter (including the documents and instruments referred to hereina) (i) constitutes constitute 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, except for the Confidentiality Agreement and (iib) except for the provisions of Section 5.05 is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

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 (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereofincluding without limitation any Synchrologic employees) any rights or remedies hereunder. Notwithstanding the foregoing, the Former Synchrologic Shareholders shall be deemed to be third party beneficiaries of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the documents Exhibits hereto and instruments referred to herein) (i) the Company Letter, 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, except for the Nondisclosure Agreement, and (iiexcept with respect to the Company Indemnitees pursuant to Section 5.11) is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns, and including any Investor made a party hereto in accordance with Section 8.08) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

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 confer, nor shall it confer, upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderor benefits of any nature whatsoever, other than the Company which is an express third-party beneficiary of Section 4.5 of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents Disclosure Schedules and instruments referred to hereinExhibits) and the other Transaction Documents, (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 (including that certain Term Sheet, dated July 19, 2018, by and among Buyer, the Company and RHAS) and (iib) except for the Indemnified Parties as provided in Article VII, is not intended to confer upon any person Person (including any employee of the Company) other than the parties hereto (andparties, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) 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 hereof, other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement to the extent provided in Section 6.2(b), and (iib) except for Section 6.9 (Indemnification; Directors' and Officers' Insurance), is not intended to confer upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with any Exhibit hereto and the documents and instruments referred to herein) (i) Company Disclosure Schedule, constitutes the entire agreement 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, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 5.06, is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and, except as expressly set forth herein, supersedes any and supersedes 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 and, except for Section 6.7 (Indemnification, Directors' and (ii) Officers' Insurance), is not intended to confer upon any person other than the parties hereto (XxxXxxxx, Xxx Group, and, as provided in Section 4after the Effective Time, the Company Releasees and the Shareholder Releaseestheir respective stockholders, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents Exhibits, Schedules and instruments referred to hereinthe Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) (i) constitutes constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among between the parties Parties with respect to the subject matter hereof of this Agreement, and (iib) is except for the provisions of Section 7.9 (which, from and after the Merger Effective Time shall be for the benefit of the Indemnified Parties), are not intended to confer upon any person Person other than the parties Parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the documents Exhibits hereto and instruments referred to herein) (i) the Company Disclosure Schedule, 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 of this Agreement, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 6.05, is not intended to confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereoftheir respective successors and assigns) any rights (legal, equitable or remedies hereunderotherwise) or remedies, whether as third-party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the documents Exhibits hereto and instruments referred to herein) (i) the Company Disclosure Letter, 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, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 5.05, is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the 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 hereof, and (ii) is not intended to confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder, except with respect to the Confidentiality Agreements and Sections 5.08 and 5.09 (which are intended for the benefit of the persons referred to therein, and may be enforced by such persons).

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) is not intended to confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder; provided, however, that legal counsel for the Sellers hereto may rely upon the representations and warranties of the respective Sellers contained herein and in the certificates delivered pursuant to Sections 5.3(b) and (c).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the documents Exhibits hereto and instruments referred to herein) (i) the Company Disclosure Schedule, 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 of this Agreement, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 6.5, is not intended to confer upon any person Person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits and instruments referred to herein) (ischedules hereto) 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 thereof and, except for the provisions of Article II (iiwhich, from and after the Effective Time, shall be for the benefit of holders of the Common Stock, Company Stock Options, Warrants or Non-Plan Options as of the Effective Time) is not intended to confer upon any person other than and Section 5.9 (which shall be for the benefit of the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderreferred to therein).

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 (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) Designated Company Stockholders represented by the Representative any rights or remedies hereunder, other than the persons intended to benefit from the provisions of Article VIII, who shall have the right to enforce such provisions directly.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein, which are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein) and the Confidentiality Agreement (ia) constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof hereof, and (iib) is not intended to confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) 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 supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof; except that the binding provisions of the Letter of Intent between the Company and Purchasers, dated August 2, 2005, shall survive in accordance with their terms and (iib) is are not intended to confer any rights or remedies upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderthereto.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Disclosure Letters) and the documents and instruments and other agreements, in each case, among the Parties as contemplated by or referred to herein) , the Confidentiality Agreement (i) constitutes except for paragraphs 4, 8, 9 and 10 of the Confidentiality Agreement), the Commitment Letters and the Limited Guarantee constitute the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, between or among the parties Parties or their Affiliates with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees Offer and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderMerger.

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 hereof, other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement in accordance with its terms and (iib) except as provided in Section 5.5 (which is intended for the benefit of only the persons specifically named therein), is not intended to confer upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the documents Exhibits hereto and instruments referred to herein) (i) the Company Disclosure Schedule, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof of this Agreement, except for the Confidentiality Agreements, and (iib) except for the provisions of Section 6.4, is not intended to confer upon any person Person other than the parties hereto Parties (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the documents Exhibits attached hereto, the Merger Agreement, the Company Disclosure Letter, the Parent Disclosure Letter, the Confidentiality Agreement, the Equity Commitment Letter and instruments referred to herein) (i) the Guarantee, constitutes the entire agreement agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and (ii) thereof. This Agreement is not intended to and shall not confer upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the other documents and instruments referred to herein) certificates delivered pursuant hereto, (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 confer, nor shall it confer, upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderor benefits of any nature whatsoever, other than the Company which is an express third-party beneficiary of Section 4(c) of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with and the Related Documents (including the documents and instruments referred to hereina) (i) constitutes constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and thereof and (iib) is are not intended to confer upon any person Person other than the parties hereto and thereto any rights or remedies hereunder (and, as provided in Section 4, except that the Company Releasees and the Shareholder Releasees, who shall Purchaser Indemnified Persons are intended to be third party beneficiaries of Article VIII hereof) ); provided that this Agreement shall not supersede or in any rights or remedies hereunderway modify the terms of the Confidentiality Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the documents Exhibits hereto and instruments referred to herein) (i) the Company Letter, 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, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 4.04, is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the documents Exhibits hereto, the Company Letter and instruments referred to herein) (i) the Parent Letter, 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, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 5.05, is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with any Exhibit hereto and the documents and instruments referred to herein) (i) Company Letter, 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, except for the Confidentiality Agreement, and (iib) except for the provisions of Section 5.05, is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (iexhibits hereto) constitutes the entire agreement agreement, and supersedes supersede all prior other agreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter hereof and thereof and, except for the provisions of Article III (iiwhich, from and after the Effective Time, shall be for the benefit of holders of Parent Shares or rights or options to acquire Parent Shares as of immediately prior to the Effective Time) is not intended to and shall not confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) 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 confer, nor shall it confer, upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderor benefits of any nature whatsoever, other than the Company which is an express third-party beneficiary of Section 4(f) of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits and instruments referred to herein) (i) constitutes schedules hereto), the Written Consent and Voting Agreement, the Equity Commitments and the Confidentiality Agreement constitute the entire agreement agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter hereof and (ii) thereof. Except for the provisions of Section 5.12 hereof, this Agreement is not intended to and shall not confer upon any person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the documents Exhibits and instruments referred to herein) (i) constitutes Disclosure Letters hereto, represents the entire agreement understanding of the Parties hereto with reference to the transactions contemplated hereby and supersedes any and all prior other oral or written agreements and understandingsheretofore made. Except for Section 5.12, both written and oralwhich confers rights on the Parties described therein, among the parties with respect to the subject matter hereof and (ii) nothing in this Agreement, express or implied, is not intended to confer upon any person person, other than the parties Parties hereto (andor their respective successors, as provided in Section 4any rights, the Company Releasees and the Shareholder Releaseesremedies, who shall be third party beneficiaries hereof) obligations or liabilities of any rights nature whatsoever under or remedies hereunderby reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the documents documents, exhibits, schedules and instruments referred to herein) ), taken together with the Confidentiality Agreement and the Voting and Support 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 Mergers and the other transactions contemplated by this Agreement and (ii) except for the provisions of Section 8.4, is not intended to confer upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with any Exhibit hereto and the documents and instruments referred to herein) (i) Company Letter, 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, except for the Confidentiality Agreement and the Shareholder Agreements, and (iib) except for the provisions of Section 5.05, is not intended to confer upon any person other than the parties hereto (andand their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderotherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents Company Disclosure Letter and the Parent Disclosure Letter, and the Schedules and Exhibits attached hereto) and the other agreements and instruments 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 of this Agreement. This Agreement, other than Section 4.04 (ii) with respect to which the Indemnified Parties shall be third-party beneficiaries), is not intended to confer upon any person Person other than the parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunderremedies.