Common use of Entire Agreement; Enforceability Clause in Contracts

Entire Agreement; Enforceability. This Agreement including all the Exhibits and Schedules, ancillary agreements and any other instruments to be executed and delivered by the parties hereto (the “Transaction Documents): (i) constitute the entire agreement among the parties with respect to the transactions contemplated herein and supersedes all prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof and thereof, including, without limitation, that certain letter of intent dated May 5, 2005 by and among the parties, and (ii) shall be binding upon, and are solely for the benefit of each party hereto and nothing in this Agreement is intended to confer upon any other Person any rights or remedy of any nature whatsoever hereunder or by reason of this Agreement or any of the Transaction Documents.

Entire Agreement; Enforceability. This Agreement Agreement, together with the Asset Purchase Agreement, and including all the Exhibits and SchedulesSchedules hereto and thereto, ancillary agreements and any other instruments to be executed and delivered by the parties hereto (the “Transaction Documents”): (i) constitute constitutes the entire agreement among the parties with respect to the transactions contemplated herein and supersedes all prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof and thereof, including, without limitation, that certain letter of intent dated May 5, 2005 by and among the parties, and (ii) shall be binding upon, and are is solely for the benefit of of, each party hereto and nothing in this Agreement is intended to confer upon any other Person third party any rights or remedy of any nature whatsoever hereunder or by reason of this Agreement or any of the Transaction Documents.