Common use of Entire Agreement; No Reliance; Counterparts Clause in Contracts

Entire Agreement; No Reliance; Counterparts. (a) This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement and the Voting Agreements shall not be superseded and shall remain in full force and effect. (b) Each party hereto agrees that, except for the representations and warranties contained in Article III (including the Company Disclosure Schedule) and Article IV (including the Parent Disclosure Schedule) of this Agreement, none of the Company, Parent, Merger Sub or Merger LLC makes any representations or warranties, and each hereby disclaims any other representations or warranties made by itself, with respect to the execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the representations and warranties contained in Article III (including the Company Disclosure Schedule) and Article IV (including the Parent Disclosure Schedule) of this Agreement, each party agrees that none of the other parties makes or has made any representation or warranty with respect to any financial projections, forecasts, estimates, plans or budgets of such other party or any of its Subsidiaries heretofore delivered to or made available to the other parties. (c) This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or PDF shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Entire Agreement; No Reliance; Counterparts. (a) This Agreement, the Confidentiality Agreement (including to the exhibits extent consistent with the terms of this Agreement), the Support Agreements and schedules hereto) constitutes the Company Disclosure Letter constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement and the Voting Agreements shall not be superseded and shall remain in full force and effect. (b) Each party hereto agrees that, except for the representations and warranties contained in Article III (including the Company Disclosure Schedule) Letter), and Article IV (including the Parent Disclosure Schedule) of this Agreement, none of neither the Company, Parent, Merger Sub Parent or Merger LLC Purchaser makes any other representations or warranties, warranties and each hereby disclaims any other representations or warranties made by itselfitself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the representations each of Parent and warranties contained in Article III (including the Company Disclosure Schedule) and Article IV (including the Parent Disclosure Schedule) of this Agreement, each party Purchaser agrees that none of the other parties Acquired Entities makes or has made any representation or warranty with respect to (i) any financial projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of such other party operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of its Subsidiaries the Company or any Company Subsidiary or the future business, operations or affairs of the Company or any Company Subsidiary heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the other partiesinformation in the electronic data room of the Company, with respect to the Company or any Company Subsidiary or the business, operations or affairs of the Company or any Company Subsidiary, in each case except to the extent expressly covered by a representation and warranty made in this Agreement. (c) This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or PDF shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Entire Agreement; No Reliance; Counterparts. (a) This Agreement (including and the exhibits and schedules hereto) constitutes other agreements referred to herein constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement and the Voting Agreements shall not be superseded and shall remain in full force and effect. (b) Each party hereto agrees that, except for the representations and warranties contained in Article III (including the Company Disclosure Schedule) ), and Article IV (including the Parent Disclosure Schedule) of this Agreement, none of neither the Company, Parenton the one hand, Merger Sub nor Parent or Merger LLC Purchaser, on the other hand, makes any other representations or warranties, warranties and each hereby disclaims any other representations or warranties made by itselfitself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the and notwithstanding any otherwise express representations and warranties contained made by the parties in Article III (including the Company Disclosure Schedule) and Article IV (including the Parent Disclosure Schedule) of this Agreement, each party of Parent and Purchaser agrees that none neither the Company nor any of the other parties makes its Subsidiaries make or has made any representation or warranty with respect to (i) any financial projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of such other party operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the other partiesinformation in the electronic data room of the Company, with respect to the Company or any of its Subsidiaries or the business, operations or affairs of the Company or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made in this Agreement. (c) This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or PDF shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Entire Agreement; No Reliance; Counterparts. (a) This Agreement (including Agreement, the exhibits Voting Agreements and schedules hereto) constitutes the Confidentiality Agreements and the other agreements referred to herein constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement and the Voting Agreements shall not be superseded and shall remain in full force and effecteffect pursuant to their respective terms. (b) Each party hereto agrees that, except for the representations and warranties contained in Article III (including the Company Disclosure Schedule) ), and Article IV (including the Parent Disclosure Schedule) of this Agreement, none of or contained in any certificate required to be delivered by a party pursuant to this Agreement, neither the Company, Parent, Parent or Merger Sub or Merger LLC makes any other representations or warranties, warranties and each hereby disclaims any other representations or warranties made by itselfitself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated herebyContemplated Transactions, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the and notwithstanding any otherwise express representations and warranties contained made by the parties in Article III (including the Company Disclosure Schedule) and Article IV (including the Parent Disclosure Schedule) of this Agreement, each party agrees that none of the other parties makes or has made any representation or warranty with respect to (i) any financial projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the future business, operations or affairs of such other party or any of its Subsidiaries heretofore or hereafter delivered to or made available to the other parties, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to such other parties, including the information in the electronic data room of such party, with respect to such party or any of its Subsidiaries or the business, operations or affairs of such party or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made by such party in this Agreement. (c) This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or electronic transmission (including PDF or similar format) shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Entire Agreement; No Reliance; Counterparts. (a) This Agreement, the Support Agreements, the Confidentiality Agreement (including to the exhibits extent consistent with the terms of this Agreement and schedules heretothe Support Agreements) constitutes and the Company Disclosure Letter constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement and the Voting Agreements shall not be superseded and shall remain in full force and effect. (b) Each party hereto agrees that, except for the representations and warranties contained in Article III 3 (including the Company Disclosure Schedule) Letter), and Article IV (including the Parent Disclosure Schedule) 4 of this Agreement, none and the certificate delivered by the Company to Parent pursuant to paragraph (e) of Annex I, neither the Company, Parent, Merger Sub Parent or Merger LLC Purchaser makes any other representations or warranties, warranties and each hereby disclaims any other representations or warranties made by itselfitself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the representations each of Parent and warranties contained in Article III (including the Company Disclosure Schedule) and Article IV (including the Parent Disclosure Schedule) of this Agreement, each party Purchaser agrees that none of the other parties Acquired Corporations makes or has made any representation or warranty with respect to (i) any financial projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of such other party operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of its Subsidiaries the Company or any Company Subsidiary or the future business, operations or affairs of the Company or any Company Subsidiary heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the other parties. (c) This Agreement may be executed information in several counterpartsthe electronic data room of the Company, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or PDF shall be sufficient to bind the parties with respect to the terms Company or any Company Subsidiary or the business, operations or affairs of the Company or any Company Subsidiary, in each case except to the extent expressly covered by a representation and conditions of warranty made in this Agreement.

Entire Agreement; No Reliance; Counterparts. (a) This Agreement (including and the exhibits Confidentiality Agreement and schedules hereto) constitutes the other agreements referred to herein constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement and the Voting Agreements shall not be superseded and shall remain in full force and effect. (b) Each party hereto agrees that, except for the representations and warranties contained in Article III (including the Company Disclosure Schedule) ), and Article IV (including the Parent Disclosure Schedule) of this Agreement, none of or contained in any certificate required to be delivered by a party pursuant to this Agreement, neither the Company, Parent, Merger Sub Parent or Merger LLC Purchaser makes any other representations or warranties, warranties and each hereby disclaims any other representations or warranties made by itselfitself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated herebyContemplated Transactions, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the and notwithstanding any otherwise express representations and warranties contained made by the parties in Article III (including the Company Disclosure Schedule) and Article IV (including the Parent Disclosure Schedule) of this Agreement, each party agrees that none of the other parties makes or has made any representation or warranty with respect to (i) any financial projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the future business, operations or affairs of such other party or any of its Subsidiaries heretofore or hereafter delivered to or made available to the other parties, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to such other parties, including the information in the electronic data room of such party, with respect to such party or any of its Subsidiaries or the business, operations or affairs of such party or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made by such party in this Agreement. (c) This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or PDF shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Entire Agreement; No Reliance; Counterparts. (a) This Agreement, the Support Agreements, the Confidentiality Agreement (including to the exhibits extent consistent with the terms of this Agreement and schedules heretothe Support Agreements) constitutes and the Company Disclosure Letter constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement and the Voting Agreements shall not be superseded and shall remain in full force and effect. (b) Each party hereto agrees that, except for the representations and warranties contained in Article III 3 (including the Company Disclosure Schedule) Letter), and Article IV (including the Parent Disclosure Schedule) 4 of this Agreement, none and the certificate delivered by the Company to Parent pursuant to paragraph 2(f) of Annex I, neither the Company, Parent, Merger Sub Parent or Merger LLC Purchaser makes any other representations or warranties, warranties and each hereby disclaims any other representations or warranties made by itselfitself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the representations each of Parent and warranties contained in Article III (including the Company Disclosure Schedule) and Article IV (including the Parent Disclosure Schedule) of this Agreement, each party Purchaser agrees that none of the other parties Acquired Entities makes or has made any representation or warranty with respect to (i) any financial projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of such other party operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of its Subsidiaries the Company or any Company Subsidiary or the future business, operations or affairs of the Company or any Company Subsidiary heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the other partiesinformation in the electronic data room of the Company, with respect to the Company or any Company Subsidiary or the business, operations or affairs of the Company or any Company Subsidiary, in each case except to the extent expressly covered by a representation and warranty made in this Agreement. (c) This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or PDF shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Entire Agreement; No Reliance; Counterparts. (a) This Agreement, the Voting Agreement (including and the exhibits Confidentiality Agreement and schedules hereto) constitutes the other agreements referred to herein constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement and the Voting Agreements shall not be superseded and shall remain in full force and effect. (b) Each party hereto agrees that, except for the representations and warranties contained in Article III (including the Company Disclosure Schedule) ), and Article IV (including the Parent Disclosure Schedule) of this Agreement, none of or contained in any certificate required to be delivered by a party pursuant to this Agreement, neither the Company, Parent, Parent or Merger Sub or Merger LLC makes any other representations or warranties, warranties and each hereby disclaims any other representations or warranties made by itselfitself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated herebyContemplated Transactions, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the and notwithstanding any otherwise express representations and warranties contained made by the parties in Article III (including the Company Disclosure Schedule) and Article IV (including the Parent Disclosure Schedule) of this Agreement, each party agrees that none of the other parties makes or has made any representation or warranty with respect to (i) any financial projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the future business, operations or affairs of such other party or any of its Subsidiaries heretofore or hereafter delivered to or made available to the other parties, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to such other parties, including the information in the electronic data room of such party, with respect to such party or any of its Subsidiaries or the business, operations or affairs of such party or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made by such party in this Agreement. (c) This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or PDF shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Entire Agreement; No Reliance; Counterparts. (a) This Agreement, the Support Agreements, the Confidentiality Agreement (including to the exhibits extent consistent with the terms of this Agreement and schedules heretothe Support Agreements) constitutes and the Company Disclosure Letter constitute the entire agreement and supersedes supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement and the Voting Agreements shall not be superseded and shall remain in full force and effect. (b) Each party hereto agrees that, except for the representations and warranties contained in Article III 3 (including the Company Disclosure Schedule) Letter), and Article IV (including the Parent Disclosure Schedule) 4 of this Agreement, none and the certificate delivered by the Company to Parent pursuant to paragraph (e) of Annex I, neither the Company, Parent, Merger Sub Parent or Merger LLC Purchaser makes any other representations or warranties, warranties and each hereby disclaims any other representations or warranties made by itselfitself or any of its Representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to any other party or any other party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the representations each of Parent and warranties contained in Article III (including the Company Disclosure Schedule) and Article IV (including the Parent Disclosure Schedule) of this Agreement, each party Purchaser agrees that none of the other parties Acquired Corporations makes or has made any representation or warranty with respect to (i) any financial projections, forecasts, estimates, plans or budgets or future revenues, expenses or expenditures, future results of such other party operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of its Subsidiaries the Company or any Company Subsidiary or the future business, operations or affairs of the Company or any Company Subsidiary heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to it, including the other partiesinformation in the electronic data room of the Company, with respect to the Company or any Company Subsidiary or the business, operations or affairs of the Company or any Company Subsidiary, in each case except to the extent expressly covered by a representation and warranty made in this Agreement. (c) This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or PDF shall be sufficient to bind the parties to the terms and conditions of this Agreement.