Entire Agreement; Benefit. This Agreement (including the exhibits and letters hereto), the Equity Commitment Letters, the Confidentiality Agreement, the Limited Guarantee and the Support Agreements constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof and thereof. This Agreement is not intended to grant and does not grant standing to any person other than the parties except, following the Effective Time, for the provisions of Section 6.7. The representations and warranties set forth in Articles 4 and 5 and the covenants set forth in Section 6.1 have been made solely for the benefit of the parties to this Agreement and (a) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (b) have been qualified by reference to the Company Disclosure Letter and the Parent Disclosure Letter, each of which contains certain disclosures that are not reflected in the text of this Agreement; and (c) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bankrate, Inc.), Agreement and Plan of Merger (Bankrate Inc), Agreement and Plan of Merger (BEN Holdings, Inc.)
