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

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

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) 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, and is not intended to confer upon any person other than the parties Parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to hereina) 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 (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; Rights of Ownership. This Agreement (including together with the Confidentiality Agreement, the Stockholders Agreement and any other documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofhereof and, and except as provided in Section 6.6, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

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

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

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement and the Confidentiality Agreement (including the exhibits hereto and the documents and the instruments referred to hereinherein and therein): (a) 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 is (b) except as provided in Section 5.7 with respect to the obligations of the Parent thereunder, 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; Rights of Ownership. This Agreement and the Confidentiality Agreement (including the documents and the instruments referred to hereinherein and therein): (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 is (b) except as provided in Sections 5.6 and 5.13 hereof are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including together with the Confidentiality Agreement, the Stockholders Agreement and any other documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofhereto and, and except as provided in Section 6.6, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement, the Ancillary Agreements and the Confidentiality Agreement (including the documents and the instruments referred to hereinherein and therein): (a) 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 is (b) except as provided in Section 5.14 hereof, are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Except as expressly provided herein, this Agreement (including the documents Exhibits, documents, and the instruments referred to herein) 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. Except as expressly provided herein, and 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; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) (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, other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunderhereunder except as otherwise expressly provided in Section 5.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement, the Ancillary Agreements and the Confidentiality Agreement (including the documents and the instruments referred to hereinherein and therein): (a) 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 is (b) except as provided in Section 5.12 hereof, are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including together with the Confidentiality Agreement (as amended by Section 9.2), the other Transaction Documents, and any other documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofhereof and, and except as provided in Section 6.6, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to hereina) 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 (b) other than Section 5.07 of 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; Rights of Ownership. This Agreement (including together with the Confidentiality Agreement and any other documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofhereof and, and except as provided in Section 6.6, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

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

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including together with the Confidentiality Agreement, the Stockholders Agreement and any other documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofhereto and, and except as provided in 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; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) 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 thereof, and, except as otherwise expressly set forth in Section 5.2.2(c) hereof, and is not intended to confer upon any person Person other than the parties hereto or thereto any rights or remedies hereunderhereunder or thereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) (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 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.prior

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) (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 hereofhereof and thereof, and (b) is not intended to confer upon any person Person other than the parties hereto or thereto and the indemnitees under Section 8.8 any rights or remedies hereunderhereunder or thereunder.

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

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein): (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 (b) except as provided in Section 5.7 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. 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, provided that the Confidentiality Agreements shall survive the execution and delivery hereof, and (ii) except as provided in Sections 3.4, 8.2(b), 8.4 and 8.5, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) constitutes (a) 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 hereofhereof and (b) except as provided in Section 6.07, and 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; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior and contemporaneous agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and and, except as otherwise set forth herein, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. 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, and (ii) except as provided in Sections 8.2 and 8.3, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) (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 hereofof this Agreement, and is (b) except as otherwise contemplated in the covenants listed in Section 10.1 (which covenants shall be enforceable by the persons affected thereby following the Effective Time), are not intended to confer upon any person other than the parties hereto any rights or remedies hereunderunder this Agreement.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein): (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 (b) except as provided in Section 5.6 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein): (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 (b) except as provided in Section 5.1, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.. 639604.1 13

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) constitutes (a) 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 hereofhereof and (b) except as provided in Sections 7.07 and 7.10, and 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; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) (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, other than the Confidentiality Agreements, which shall survive the execution and delivery of this Agreement and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunderhereunder except as otherwise expressly provided in Section 5.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein): (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 (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; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) constitutes the entire agreement and supersedes super­sedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof, and, except as otherwise expressly set forth in Section 5.2.2(c) hereof, and is not intended to confer upon any person Person other than the parties hereto or thereto any rights or remedies hereunderhereunder or thereunder.

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

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

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the and any other documents and the instruments referred to herein) 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 hereofhereof and, except as provided in Article II and Sections 5.4 and 5.6, is not intended to confer upon any person other than the parties Parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) 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 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.. 6.6

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) (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, (b) except as provided in Section 5.2, 5.6 and 5.7, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) 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 . This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. The parties hereby acknowledge that no party shall have the right to acquire or shall be deemed to have acquired shares of common stock of the other party pursuant to the Merger until consummation thereof.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including together with the Confidentiality Agreement and any other documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofhereof and, and except as provided in Section 5.6, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Except as expressly provided herein, this Agreement (including the documents and the instruments referred to herein) 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. Except as expressly provided herein, and 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; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) (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 hereofhereof except for the letter agreement of April 25, and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.2003; and

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein): (a) 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, and (b) except as specifically provided herein, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein): (a) constitutes constitute the entire agreement and supersedes super- sedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) except as provided in Section 5.8 is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

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